Business and Corporate Law Attorneys in Ann Arbor, Michigan

Building a business in Michigan means making legal decisions before the first customer walks through the door. Which entity structure limits your personal liability? What should your operating agreement address that a template cannot? How do you protect the company you spent a decade building when a partner wants out? These questions do not wait for a convenient time, and the wrong answers can be expensive to fix.

The business law attorneys at Conlin, McKenney & Philbrick, P.C. counsel companies at every stage, from formation through sale or dissolution. CMP Law’s business team represents start-ups, family-owned enterprises, manufacturers across a wide array of industries, social media personalities, retailers, banks, technology companies, and professional practices across the Great Lakes region and nationwide. The firm has served Michigan’s business community since 1937, and that institutional continuity matters when the advice you receive today needs to hold up years from now.

Business Formation and Entity Selection

Choosing the right business structure is one of the first decisions an owner makes and one of the most consequential. Michigan law permits several entity types, each with distinct implications for liability protection, taxation, governance, and transferability of ownership. The most common structures include limited liability companies (LLCs), professional limited liability companies (PLLCs), S corporations, and C corporations.

Michigan LLCs are formed by filing Articles of Organization with the Department of Licensing and Regulatory Affairs (LARA). The process is simple, but the legal architecture behind the entity is not. An operating agreement, while not required by Michigan law, is the document that governs member rights, profit distribution, management authority, and voting procedures. Without one, Michigan’s default LLC Act provisions control outcomes that the members may never have intended.

CMP Law drafts operating agreements, corporate bylaws, shareholder agreements, buy-sell agreements, and other formation agreements tailored to each client’s desired ownership structure and long-term objectives.

Contracts, Commercial Transactions, and Regulatory Compliance

Contract disputes are among the most common sources of business litigation. Preventing them starts with client-centered drafting to ensure the contract accurately represents the client’s objectives. CMP Law’s business attorneys negotiate and prepare commercial agreements across a range of transactions:

• Purchase and sale agreements for businesses and business assets;
• Commercial leases;
• Vendor supply agreements;
• Employment, consulting, and independent contractor agreements;
• Non-disclosure, non-solicitation, and non-compete agreements;
• Licensing agreements and distribution contracts;
• Franchise agreements;
• Liquor license sales and acquisitions;
• Joint venture and strategic alliance agreements.

Beyond transactional work, the firm advises Michigan businesses on regulatory compliance obligations, including annual reporting requirements with LARA and industry-specific licensing, such as the sale and acquisition of Michigan liquor licenses.

Mergers and Acquisitions

Buying or selling a business involves far more than agreeing on a price. Due diligence, representations and warranties, indemnification provisions, non-compete covenants, post-closing adjustments, and the preferred deal structure (asset versus stock) all require careful legal analysis. An overly broad representation and warranty, an inadequate response in diligence, or an ambiguous indemnification clause can turn a profitable acquisition into a costly dispute.

CMP Law represents both buyers and sellers in M&A transactions, from small business asset sales to multi-entity corporate acquisitions. The firm’s attorneys handle the full transaction lifecycle: letter of intent, due diligence management, definitive agreement negotiation, and closing. When the target company involves real estate holdings, employment law considerations, or securities and investment matters, the firm assembles a cross-practice team without the delays and costs of outside referrals.

Business Succession Planning

Business succession planning is a related but distinct discipline. For family-owned businesses, the question of who takes over, and on what terms, requires coordination between the business attorneys and the firm’s estate planning group. Buy-sell agreements funded by life insurance, gradual ownership transfers, management transition plans, and tax-efficient gifting strategies are all tools CMP Law deploys to help business owners control what happens to their companies after they step away.

Private Placements and Exempt Offerings

Most Michigan businesses that raise capital from investors do so through private placements rather than registered public offerings. Such private placements require navigating a complex regulatory framework and ensuring the proper legal documentation is in place.

The team at CMP Law guides clients through the process and prepares the documentation required for private placements, including private placement memoranda, subscription agreements, investor questionnaires, and operating agreements or shareholder agreements that govern the ongoing relationship between the issuer and its investors. The firm also handles Form D filings with the SEC where applicable and the required state-level notices.

Outside General Counsel Services

CMP Law serves as outside general counsel for businesses in Ann Arbor, Metro Detroit, and throughout Michigan that need practical, ongoing legal guidance at every stage of growth. The firm helps business owners and companies manage day-to-day legal issues and long-term planning, including contracts, regulatory compliance, commercial transactions, shareholder disputes, acquisitions, and succession planning. With experience in business law, employment law, and commercial real estate, CMP Law offers a deep bench of legal knowledge for matters involving workforce issues, commercial leases, property interests, and operational risk. That coordinated, cross-practice approach gives Michigan businesses access to strategic outside general counsel services through one integrated legal team.

Depth Built Over Decades

CMP Law’s business practice group has served Michigan’s business and entrepreneur community for more than eight decades. The firm’s client roster includes start-up ventures, established regional and national manufacturers, retailers, banks, technology companies, franchisees, and professional practices of regional and national scope. Over the years, the team has handled business formations, acquisitions, sales, contract negotiations, commercial leases, and general business guidance. The size of the contracts, including acquisition and sales agreements, varies by client, ranging from low six figures to high eight figures and beyond. When a matter requires specialized knowledge in employment law, real estate, banking, or estate planning, the resources are already in-house.

A few representative matters include:

• The sale of a well-known local retailer from father to daughter, passing the operations to the next generation;
• The acquisition of a Metro Detroit Tier II auto supplier by a father-and-son team;
• Negotiation of a franchise agreement, area development agreement, and corresponding commercial leases for a national fast-casual restaurant group;
• Counsel on and drafting of joint venture agreements between a raw material supplier and a fabricator;
• Negotiation of a joint development agreement between entities doing business internationally;
• Advising on a shareholder acquisition of all shares of a national industrial products manufacturer and reseller;
• Working with a real estate developer on a private placement to accredited investors;
• Obtaining a liquor license for a business within Ann Arbor’s Downtown Development Authority.