Business & Franchise Law Attorney
Business Law Attorney in Farmington Hills, MI
As both a small business and a law firm, Shifman & Carlson, P.C. understands how critical it is for businesses, large and small, to understand and comply with the local, state, and federal laws. Since 1963, our firm has been assisting businesses with their legal needs by providing sound advice on a variety of issues. Whether you are starting your own business or franchise or have been running for years, we can help you.
We represent all types and sizes of businesses, from a flower shop with one owner, to medium size construction companies, to large, multi-state service organizations. On top of that, we know the ins and outs of licensing statutes that apply to many businesses, such as residential construction companies, real estate brokering, and architectural, so we can help keep your business comply with all licensing requirements so you can run smoothly.
Starting a Business
It is a good idea to seek legal advice when starting a business to ensure that the enterprise is set up properly and complies with the applicable laws and regulations. Depending on how your business will run, there are a number of different approaches to structuring your business, including LLCs, corporations, and partnerships. Properly planning your business in the beginning can help avoid problems in the future. It is also a good idea to receive ongoing legal counsel. Over the years, business operations change due to many factors such as poor economic conditions or rapid expansion.
Starting a Franchise
Many new business owners like to get a jump on their business through buying a franchise in an existing business. We have the experience you need to help you through this expensive process. Buying a franchise is one of the most expensive investments you will ever make; doesn’t it make sense that you should have an attorney on your side to protect your interests? We are familiar with negotiating and reviewing franchise agreements and franchise disclosure documents and can guide you through the entire franchising process.
How We Can Help:
Our firm can help with all aspects of starting and running your business, including:
- Business start-up and formation, including articles of incorporation, bylaws, operating agreements, franchise agreements and franchise disclosure documents, and property rental/acquisition.
- Contract negotiations and reviews, including lease, tenant and purchase agreements.
- Advice on growth, general operations, expansion, business acquisitions, mergers and dissolutions.
- Compliance and filing with the requirements of local governments, the state, and federal laws, rules, and regulations.
Contract Reviews
Set Your Business up for Success
Your business contracts control some of the most critical aspects of your business, and as a result, you need to ensure the contracts outline agreements as you intended. Yet, every year, thousands of business owners fail to read agreements they sign or have an attorney review their agreements. The results can be devastating. Don’t let this happen to you! Our business attorneys have extensive experience dealing with business contracts and transactions, and we are ready and willing to help you with all of your contract review needs.
Deciphering Intricate Legalese for You
The odds of finding a business contract without pages of legalese are about as slim as finding a needle in a haystack. While this legal language can be helpful in defining exactly what, how, and when something is supposed to happen, it can undoubtedly complicate matters for those who are not familiar with it. This is where real trouble can begin, as you never want to enter into a contract on behalf of your business that you do not fully comprehend.
Not only does our team of attorneys have experience drafting and reviewing contracts, but we also have extensive experience negotiating contracts on behalf of businesses of all sizes. Before you sign any sort of legal contract – no matter how straightforward it might seem – you should always consider allowing an experienced attorney review it first. Our team of attorneys has experience in both drafting and negotiating contracts, and we will do our best to ensure the contracts your business enters into are properly crafted to suit your individual needs.
As strange as it might seem, a single piece of paper with your signature on it can heavily define and control your business’ future stability. Contracts are truly the cornerstone of business, and a business should not risk operating under agreements that have not been property drafted, negotiated, or reviewed. Rather than risk everything you have worked so hard for by signing a contract you do not fully understand, let our team at Shifman & Carlson, P.C. review it for you today!
Municipal & School Finance Lawyer
Law Firm for Municipalities in Farmington Hills, MI
Shifman & Carlson, P.C., is qualified and experienced to advise and represent clients in matters relating to municipal and school finance in the State of Michigan. We are nationally recognized bond counsel have acted as bond and note counsel on numerous and various bond issues and other financings by cities, villages, townships, school districts, and charter schools. These types of borrowings have included traditional general obligation bonds (both unlimited tax and limited tax), qualified school building and site bonds, refunding bonds, revenue bonds, state school aid, anticipation notes, as well as other types of cash flow borrowing. Our firm provides all the necessary legal services required while serving as bond counsel, including preparing authorizing and sales resolutions, opining on the validity and taxability of the bonds, issuing other opinions as necessary, and preparing and reviewing closing documents.
Our attorneys have worked successfully with the Michigan Finance Authority and its predecessors and the Michigan Department of Treasury, and can assist with required filings with the MSRB’s Electronic Municipal Market Access (EMMA) system and with the Michigan Department of Treasury’s Municipal Finance Qualifying Statement. The firm has successfully helped clients with municipal and school finance since it was founded in 1963.
Legal Counsel Assists in Borrowing Matters
Bond issuances are an effective means to provide alternative funding and costs savings for governmental entities. Cites, villages, townships, schools, and other public agencies may need to borrow money to accomplish their objectives and meet their financial needs. For instance, school districts may require funds for building repairs, facility upgrades, new construction, or implementation of special programs. It is essential and legally required that your municipality, school, or governmental authority has experienced counsel to guide you through this process.
Our firm has over 100 years of combined legal and professional experience including municipal law and school-related legal issues. John Carlson has been AV rated for over 20 years. John Carlson and Robert Gavin have been recognized numerous times by Super Lawyers and DBusiness Magazine for their work in municipal finance.
Education Law
Shifman & Carlson, P.C. is a law firm that specializes in providing general counsel services to school districts and charter schools, and has done so since the firm’s inception in 1963. From this experience, we know that school districts and charter schools face a number of unique issues grounded in laws specific to school districts and charter schools. We work with our clients with almost every aspect of education law including the following:
- Special Education
- Student Discipline
- School Finance/State Aid Notes
- Competitive Bidding and Construction Contracts
- School Personnel
- Building Leases
- Board Policies
- Charter School Start-Up Services
- Charter Contract and Management Contract Negotiation
- Charter School Reauthorization
We regularly counsel our clients on areas of the law specific to school districts and charter schools, including the Open Meetings Act, the Freedom of Information Act, the Family Educational Rights and Privacy Act, IEPs, and due process concerns as they might relate to student discipline hearings. We understand how delicate many issues facing school districts and charter schools are, especially matters related to student discipline, parent interactions with the school, and other similar situations, and work carefully with our clients to thread these thorny problems.
As attorneys for Michigan charter schools, our experience includes working with a number of unique charter school structures, including strict discipline academies and conversions of private schools to charter schools. We have handled transitions between management companies and litigation related to these transitions.
Probate Administration Attorney
Estate Administration Lawyer in Farmington Hills
As probate attorneys, Shifman & Carlson, P.C. has been assisting clients with their estate administration needs since the firm was founded in 1963. We have the experience and expertise necessary to probate and administer estates and trusts, while ensuring that the legal wishes of the decedent are carried out as efficiently as possible.
We are qualified to assist a personal representative in complying with required notices, publications and filings of pleadings and reports, as well as defending against challenges to wills. We are also experienced in the representation of Trustees, where a decedent has created a Trust to pass on his or her assets.
Michigan Probate Administration
Our experienced attorneys can provide legal services throughout the probate process. Probate may move quickly for a simple estate that is well planned and organized with specific instructions as to various distributions. Some estates are more complex with intricate financial workings and require extensive unraveling in order get a clear picture and to enable probate actions to fulfill the desired wishes of the deceased.
Matters to handle during probate can involve unpaid taxes, debts, sale of real and personal property, pets, and other issues. In a typical probate matter, we advise fiduciaries in the following areas:
- Collecting and distributing life insurance proceeds;
- Valuing and appraising the deceased’s property;
- Locating the decedent’s assets;
- Interpreting will provisions and bequeaths
- Selling closely held businesses owned by the decedent.
- Preparing/filing documents as required by probate court;
- Payment of creditors / handling of insolvent estates/trusts
Michigan Probate Litigation
While most probate matters are administrated relatively quickly and smoothly, others may be problematic. When litigation is necessary in the probate process, it is crucial to hire an experienced probate attorney.
Litigation is a fact of life in probate court. Sometimes heirs are dissatisfied with the wishes of the deceased and may wish to contest the validity of the will. Other times, devisees of the will (or beneficiaries of a trust) may wish to challenge their treatment by the estate’s personal representative (or the Trustee, as the case may be). Our firm has been involved in virtually all areas of probate litigation, from matters concerning will contests, interpretation of language, accountings, fraud, undue influence, diminished capacity, and many more.
Litigation can be costly and time consuming. We always attempt to resolve differences through skilled negotiations and mediation, but when it is necessary to litigate a matter, we have the means to take even the largest and most complex probate case.
Estate Planning
Shifman & Carlson, P.C. works with clients to create estate plans that meet all of their needs and desires, from distributing property according to client’s wishes to minimizing probate costs. We accomplish this by offering a holistic approach to estate planning that prioritizes our clients’ estate planning goals and values.
Once we understand our client’s goals, we then determine the best method for achieving those goals, so our clients get the peace of mind that comes with knowing their estate will be distributed exactly as they wish.
Whether your estate plan will require a simple will or a complicated trust, Shifman & Carlson, P.C. has the experience you need to properly plan your estate, no matter what estate planning goals you have.
Wills
At the very minimum, every person should have a will in place that provides instructions on how their assets are to be distributed upon their passing. While wills do not avoid the probate process, they still serve as a vehicle for you to choose how your assets will be distributed, rather than the government.
Many people are not aware that intestacy laws, which apply if the deceased does not have a will, do not distribute property according to the deceased’s wishes. For example, if you are a married person without children and one or both of your in-laws are alive and your spouse passes, your in-laws can receive a significant portion of your spouse’s estate, regardless of whether your spouse’s last wish was for you to receive the entire estate. Intestacy laws also have similar provisions regarding children.
By having a will, you can avoid these problems and have your property distributed in the manner you choose. Additionally, having a properly drafted will minimizes probate costs and allows your family to have quicker access to much needed funds.
Trusts
Shifman & Carlson, P.C. uses trusts in a variety of ways to meet our clients’ needs and goals. Trusts are versatile agreements that can be used to achieve almost any estate planning goal. They can be used to avoid or reduce taxes, avoid probate, protect your assets, provide for beneficiaries, protect your assets from your beneficiaries’ creditors, or benefit a charity or institution. In addition, trusts can be structured so that you can put conditions on how and when your assets will be distributed when you pass away. They generally offer greater flexibility than a will, for instance, the terms of a trust are generally private from the general public. In fact, beneficiaries can be limited from examining the terms of the trust that do not pertain to them.
Durable Power of Attorney
At Shifman & Carlson, we believe that having a durable power of attorney is essential to every estate plan, and we offer these agreements as standard parts of our estate planning process. A durable power of attorney is an estate planning tool that allows you to choose who will manage your affairs in the event you are no longer able to do so. Not only do they allow you to choose who will manage your finances, but they also allow you to choose how they will be able to manage your affairs.
Durable Power of Attorney agreements are not only for those nearing the end of their life, as these documents operate in the event of sudden disability or incapacity, even if such an event is temporary in nature.
If you suddenly become disabled or incapacitated and you do not have a durable power of attorney in place, your family will have to petition the court for the authority to manage your affairs. These proceedings are costly, and your family will have to prove to the court that you are no longer able to manage your affairs. If there is disagreement amongst your family members as to who should take care of you, the judge may appoint someone that you may not have ever wanted. You can avoid this headache if you have designated someone in advance with a Durable Power of Attorney.
Patient Advocate Appointments
A patient advocate appointment is another important estate planning tool that we encourage all our clients to pursue. Like a durable power of attorney, a patient advocate appointment designates a person who is charged with handling your medical care when you cannot make informed medical decisions. In order to make a patient advocate appointment, you must nominate who will oversee handling medical decisions for you, and they must accept the appointment in order to have authority. These appointments can be registered to the Michigan Peace of Mind Registry, which will allow your doctor to immediately know who to contact in the event you are no longer able to make your own medical decisions.
Farmington Hills Attorney For Nonprofits & Charities
Religious organizations, community foundations, professional fundraisers, volunteers and other nonprofit and charitable organizations play an important role in our society. Shifman & Carlson, P.C. has many years of experience representing nonprofits and charities.
Non-profit organizations have specialized needs that many business attorneys are not necessarily well-versed in. Our firm will help guide you through the process so that you can achieve your mission and stay compliant with the law. Often, charitable organizations can achieve tax-exempt status through section 501(c)3 of the Internal Revenue Code. However, when to achieve this status an attorney must be familiar with special rules concerning private inurement, private benefit and the public support test, just to name a few. Legal and tax implications also change depending on whether the entity is a political organization, private foundation, or a religious entity.
When starting a non-profit, we often assist our clients with issues related to formation such as:
- Evaluation of the costs and benefits of various types of nonprofits/charitable organizations
- Organizational document creation (Articles of Incorporation, bylaws, policies, etc.)
- Qualifying as a charitable organization
- Filing with the IRS for exempt status recognition (Form 1023)
However, legal issues do not stop with formation. A nonprofit will still face continual compliance with applicable federal and state laws and regulations, as well as the many legal challenges facing every small business. We have the experience to guide your nonprofit or charitable organization through the legal morass, helping you to be able to focus on what you really want to do: achieving the beneficial goals of your nonprofit or charity.
Non-Profit Registration and Maintenance
Registration is a fundamental step in starting a charitable origination. The process intersects with both state and federal law. In Michigan, many non-profits do not realize that they are required to register with the Michigan Attorney General. The Michigan Supervision of Trustees for Charitable Purposes Act gives the Office of the Michigan Attorney General the authority to supervise charitable organizations in the state and requires registration of nonprofits. Non-profits may also be required to register with under The Charitable Organizations and Solicitations Act. We have successfully assisted our non-profit clients come into compliance with these laws.
Our attorneys help many nonprofits and charities with the entire registration process that can include initial registration, first time filing of a new organization, annual renewals with LARA, charitable solicitation registration, audits, financial reports, document disclosure, corporate maintenance, record retention and disposal, and dissolution.
Charities and nonprofits must continuously pay attention to maintaining their status as there are specific laws at the state and federal levels that these organizations must comply with in order to maintain their status. Exempt status can affect the areas of sales tax, property tax, employment tax and more. There are annual submissions for exempt status (Form 990) and other important types of record keeping as dictated by applicable laws. Making sure your non-profit complies with these laws can protect the exempt status and help avoid problems in the future.
Real Estate Attorneys
The real estate team at Shifman & Carlson, P.C. has over thirty years of real estate experience, and we assist our clients in a variety of real estate matters. We know that the involvement of an experienced attorney can sometimes make the difference in the success of a real estate transaction. Whether you might be having difficulty closing a residential sale, wanting assistance in negotiating a commercial lease, or seeking counsel as you pay off a land contract, we are happy to work with you in order to finish up the transaction.
Residential/Commercial Real Estate – Our firm can assist you whether you are purchasing your first home or are looking for a new location for your growing business. For residential and commercial real estate transaction, our firm can review and draft purchase agreements to ensure the deal is in accordance with your expectations and to make sure you are protected in the event the deal goes awry. We can review title work and flag potential restrictions, easements, or other encumbrances that might be unacceptable or might otherwise restrict you from using your property the way that you choose. We also work with title companies as well as real estate agents and brokers throughout the closing process to ensure all documents are accurate and ready to go so all you have to do is sign.
Residential/Commercial Leases – We have over thirty years experience working with both tenants and landlords through every aspect of the rental relationship. We can review and negotiate leases for prospective tenants so you have an understanding of your responsibilities before you sign (such as common area maintenance) We also draft residential and commercial leases for landlords. We counsel clients in the event there are difficulties with the landlord/tenant relationship and work with our clients to reach a satisfactory result.
Land Contracts – Our firm works with both vendors and vendees through every aspect of the land contract process. For these transactions, we often draft purchase agreements as well as the actual land contract, review title work, and work with the parties to determine how title will ultimately be transferred once the requirements under the land contract have been fulfilled. We also assist individuals who are looking to make their final payment under the land contract to ensure that title to the property is transferred upon the final payment.
Condominiums – We have experience working with developers throughout the condominium development process. We can assist by drafting master deeds, bylaws, disclosure documents, and getting associations up and running. We also represent condominium associations. In these instances, we provide guidance in ensuring meetings are scheduled and run in accordance with governing documents, advise on various issues that might be facing a condominium community at any given time, and provide counsel on everything from dues to infractions under the governing documents.
Miscellaneous – In addition to the areas mentioned above, we also provide regular to guidance with deed drafting, drawing up easements, and almost any other need that might arise in the real estate field.
Municipal Law Attorney
Shifman & Carlson, P.C. represents and advises cities, villages, and townships in virtually all areas of municipal law. The business of our firm is, and has for many years, been the provision of legal services to governmental entities. Our Michigan municipal attorneys have the experience and dedication to meet the needs of municipalities in Michigan.
We serve as general counsel, outside counsel, or special counsel for our municipal clients. Representation ranges from basic public sector issues such as Michigan’s Freedom of Information Act (FOIA), and Open Meetings Act (OMA) to more specialized issues, including zoning, property tax assessments and appeals, labor, litigation, property acquisition, construction litigation, bidding issues, building and fire code matters, and historic preservation.
Our expertise includes drafting ordinances, negotiating contracts, and trying cases. We have represented municipalities in litigation in all courts and most administrative agencies. We have handled appeals dealing with constitutional issues, at both the state and federal levels. In addition, we are qualified and experienced in municipal finance, including acting as nationally-recognized bond counsel or note counsel on municipal and school borrowings. Through its many years of practical and hands-on experience, Shifman & Carlson, P.C. is among the leaders in the representation and counseling of municipalities throughout Michigan.
The firm was founded in 1963 and has over 100 years in practice combined, possessing the resources to deal with the various issues that face municipalities throughout the state. As cities, villages, and townships grow and change, an experienced and established legal firm present at each step can make a difference in the results.
Michigan Mergers and Acquisitions Attorneys
Mergers and acquisitions involve the process of buying or selling a business or the merging of multiple businesses into one or several other offshoots. Having a mergers and acquisitions attorney involved in a business sale is crucial for a successful transaction.
Selling or buying a business can be a lot more complicated than one might imagine. Different laws, tax issues and unforeseen problems can complicate the process. An experienced transactional attorney will know how to navigate these issues and resolve problems that might emerge during the deal process.
Shifman & Carlson is an experienced law firm assisting individuals, closely held businesses, and other entities in their acquisition or disposition of main street and lower middle market companies. As mergers and acquisitions (M&A) lawyers, we provide cost efficient, and personalized legal services.
Buyers and sellers should ideally have a team of advisors assisting them with their mergers and acquisition process. This includes brokers, financial advisors and accounts. As attorneys, we help our client considers important deal questions such as:
- What is the price?
- What is the form of the sale? And does it advantage the buyer or seller?
- How broad are the indemnification obligations?
- Can the transaction be cancelled if I find I don’t like the company?
- Can we protect confidential information as part of the due diligence stage?
- Are business’s contracts assignable or will I need third party approvals?
- Are key employees remaining with the business post sale?
Below are some of the common practice areas that our business lawyers can assist in your acquisition/sale, corporate merger, related transaction.
Letters of Intent/Confidentiality Agreements
Letters of Intent (LOI) and Confidentiality Agreements are two important documents that must be negotiated prior to the inking of a final purchase agreement. These agreements set the expectations of the parties in a transaction and should not be overlooked. The LOI is often overlooked in the deal process, but it can set important deal parameters. We will negotiate these agreements for our client.
Definitive Purchase Agreements
The purchase agreement is the most critical document negotiation in a business transaction. It will outline the essential contract terms such as price, sale structure (asset or stock), and payment terms. We help clients negotiate these important provisions so that their interests are protected. While everyone wants a deal to get done, we also want our client to be treated fairly and protected in the event of an adverse situation.
Transaction Due Diligence
Due diligence is a key aspect of purchasing a business. It is the one time a buyer will get to look “under the hood” of a company to see what exactly they are buying before executing on the sale. We assist buyers in requesting and verifying documentation from the seller so that risks are properly understood. Examples of our diligence services would include reviewing financials, verifying assets ownership, and analyzing contracts. For sellers, we likewise will assist in responding to requests in compliance with parameters established by the purchase agreement.
Deal Structuring
Mergers and Acquisitions require careful attention to the form of the transaction. A deal can be structured as a stock sale, in which the new owners simply take over ownership by purchasing equity in the business. Or, commonly, the transaction can take the form of an asset sale where the buyer purchases the assets and starts a new business. There are many nuances involved in each transaction type and we can help consult clients on the most appreciate structure to achieve goals such as reducing liability or preserving existing contractual relationships
Board/Ownership Counsel
We counsel the owners of a business on how to proceed in a transaction. While some sales might involve just one or two owners of a business, others can involve many more owners or a board which must approve a sale. When the sale involves a board of directors, we ensure they understand their fiduciary duties with respect to the shareholders.
Closing Documents
There are a number of “standard” documents needed for a business closing. These can include “bring down” certificates, creditors affidavits, and authorizing resolutions. We make sure that all the documents signed at closing will comport with the definitive purchase agreement and other agreements required as part of the deal negotiations.
Non-Competition Agreements
Buyers often require sellers to agree to stay out of the industry for a few years post close. This prevents the seller from turning around and immediately starting a similar business that will compete with the buyer’s business. We help clients negotiate these non-compete agreements on terms they deem reasonable so that they are not taken advantage of.
Earnouts and Consulting Agreements
Sellers may have a financial interest in the performance of the company post closing, or may even remain involved in the company operations for some time. To achieve this, parties may use an earnout provision, which is often used to bridge a value gap in price between buyer and seller. Here, the seller will be compensated additionally post close depending on the performance of the company. Relatedly, a buyer may want a seller to stay on board with the company after closing to assist with the transition for a limited time or possibly several years. The post-closing relationship should be built not only on trust but strong contractual language in order to avoid disputes down the line. We can advise our clients on how to properly structure these arrangements.
