14 of the firm’s 24 Commercial Transactions attorneys have been named among Michigan Super Lawyers and “Rising Stars” in 2012
The firm’s technical and automotive industry expertise and experience, pragmatism and responsiveness, and the results achieved, have made Honigman lawyers an important partner to our in-house legal department.
Honigman’s Commercial Transactions Practice Group focuses on business relationships among customers, suppliers, strategic partners, financiers and other key constituents. Our sophisticated understanding of the legal issues and business implications arising in these complex relationships enhances our ability to address problems proactively, manage risk and react quickly and effectively to changing, often crisis-driven situations. Our clients benefit from our substantial experience and business acumen, and receive pragmatic, results-driven services and cutting-edge strategic advice.
We regularly apply our experience navigating the fast-moving, global commercial landscape to a broad range of industry sectors, including our long history representing major automotive manufacturers and their key suppliers. The depth of our capabilities provides significant advantage to clients in a wide array of businesses, including light and heavy manufacturing, defense and technology.
Commercial Law and Agreements
Honigman advises clients on matters arising under Article 2 and Article 9 of the Uniform Commercial Code (UCC), including complex, long- and short-term purchase and sale agreements; financings; the creation and perfection of security interests; lease agreements; and security interest priority audits. We work collaboratively to address the full range of complex issues arising in the supply and distribution chain, including developing purchasing and sale structures; managing purchase, sale and warranty matters; addressing breach and adequate assurance matters, and termination rights.
We regularly negotiate and prepare terms and conditions of purchase and sale; distribution agreements; bailment and warehousing agreements; tooling and specialty equipment agreements; shipping and logistics agreements; equipment leasing agreements; management agreements; outsourcing agreements; and joint venture, teaming and strategic alliance agreements.
Troubled Supplier Management
Honigman pioneered the practice related to financially troubled suppliers and originated the unique agreements applied to this area, including customer accommodation, and access and security agreements, which have been widely adopted in the automotive and other industries.
Our troubled supplier team uses a multi-disciplinary approach specifically tailored to the intricacies of each situation. We counsel clients in the many aspects of their relationships with troubled suppliers to ensure continuity of supply, given the just-in-time nature of modern manufacturing operations, and apply our experience gained over decades of practice to protect the continuity of business operations.
We work with attorneys from our Finance Practice Group to assist clients in satisfying their financing and liquidity needs. Our attorneys have broad experience in current financing transactions and knowledge of the unique and complex issues involved in, among other things, cross-border and export/import lending; acquisition financing; and tax-exempt and real estate financing.
Distressed Mergers and Acquisitions
Honigman successfully assists clients in the acquisition and disposition of troubled companies and their assets. Attorneys from our Commercial Transactions Practice Group will often join with colleagues from other practice areas to form multi-disciplinary, deal-specific project teams that provide the effective strategic assistance necessary to quickly and efficiently complete distressed transactions. Attorneys from our Commercial Transactions Practice Group and our Bankruptcy, Reorganization and Creditor Rights Practice Group collaborate to assist clients in purchase and sale transactions under Section 363 of the Bankruptcy Code, including as so-called “stalking-horse” buyers, and in Article 9 foreclosure proceedings.
Restructurings and Workouts
We regularly and successfully manage the most significant issues that arise in the restructuring of businesses out of court, including liquidity problems; troubled financing arrangements; supply continuity; contingency preparation and distressed company disputes. Our Practice Group collaborates with attorneys from our Bankruptcy, Reorganization and Creditor Rights Practice Group to assist clients with liquidations, receiverships and other arrangements. We assist troubled borrowers in negotiating financing agreements, including forbearance agreements, loan amendments and replacement financing. We also represent of purchasers of goods and services in all aspects of financing arrangements with suppliers, including negotiating intercreditor agreements with senior lenders.
Honigman advises manufacturing and technology clients from the manufacturing and defense sectors in a range of export compliance issues. We assist businesses in navigating the complex laws and regulations that govern the control and export of commercial, dual-use and military goods and technology, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). We have substantial experience in addressing economic sanctions and embargoes enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and other government agencies.
We help businesses develop and implement customized export compliance programs, including in the classification of goods and technology under export control regimes and preparation and submission of registration statements, commodity jurisdiction and classification requests and export license applications and agreements. We also represent businesses in enforcement matters, including conducting internal investigations of suspected violations of the export control and economic sanctions laws and regulations; preparing voluntary disclosures of violations; and defending civil and criminal enforcement proceedings before the Commerce Department’s Bureau of Industry and Security, the Department of State’s Directorate of Defense Trade Controls, OFAC and the Department of Justice.
Minority and Women-Owned Business Certifications
Honigman regularly counsels clients seeking to become certified business entities, including businesses owned by women, minorities and others, to take advantage of related incentives. We assist in developing systems designed to allow businesses to operate in a manner consistent with diversity programs.
News & Resources
- The team consisting of Kimberly Dudek, Thomas Appledorn, Jeffery Kuras, David A. Ettinger, Phillip Desai, Laura Davis, Joshua M. Munro and Nola Garcia is mentioned as counsel to ZF TRW in The Deal article “Illinois Tool Works makes big splash"(January 25, 2016)
- Glenn S. Walter joins Honigman’s Corporate Department(July 27, 2015)
- Honigman Partner Alex L. Parrish honored as one of the Michigan Chronicle’s Power 50(September 25, 2014)
- Two attorneys join Honigman’s Corporate Department(April 29, 2013)
- Supply Contracts: Beyond the Basics, Practical Law and Honigman Miller Schwartz & Cohn LLP, WebinarMay 21, 2014
- 363 - Is It Worth It?, ABI Bankruptcy Battleground West, Los Angeles, CAMarch 2014
- What Commercial Litigators and their Clients Need to Know about Bankruptcy, Practical Law, WebinarDecember 5, 2013
- Receiverships and Dissolutions, Great Lakes States Complex Commercial/Business Court Seminar, Michigan Judicial Institute and National Judicial College, Dearborn, MIOctober 22-25, 2013
- What Commercial Litigators Need to Know About Bankruptcy, Commercial Litigation Committee of the Business Law Section of the State Bar of Michigan, WebinarMay 22, 2012
- October 4, 2011
- Joint Defense Agreements: Benefits, Pitfalls, and Best Practices, Commercial Litigation Committee of the Business Law Section, State Bar of Michigan, WebinarMay 31, 2011
- Section 382 Ownership Change: The Illness and a Pill for the Cure, University of Southern California Gould School of Law 2011 Tax Institute, Los Angeles, CAJanuary 24-26, 2011
- An Evening with William Taubman, ICSC Detroit Next Generation Program and Networking ReceptionNovember 17, 2010
- When and How to File a Proof of Claim, 2009 'Groundbreakers' Breakfast Roundtables, Real Property Law Section of the State Bar of Michigan, Birmingham, MIOctober 2009
- Complex Issues In Preference Litigation – Maneuvering The Thicket, Central States Bankruptcy Workshop, American Bankruptcy InstituteJune 1, 2008
- Judgment Enforcement in Michigan, Lorman Education and Services, Detroit, MIJune 2008
- What Commercial Litigants Need to Know About Bankruptcy, Commercial Litigation Committee of the Business Law Section of the State Bar of MichiganApril 2008
- Alternatives to Bankruptcy, Debtor/Creditor Rights Committee of the Business Law Section of the State Bar of MichiganFebruary 11, 2008
- The Impact of Bankruptcy on Inter-Creditor Claims: Ability of Bankruptcy to Preempt, Release or Enjoin Creditors' Claims Against Non-Debtor Third Parties, Lorman Educational ServicesApril 2007
- Treaties and Protocols Impacting the International Transportation of Goods(November 2015)Practical Law (A Thomson Reuters Legal Solution)
- Emerging Uncertainties Relating to Credit Bidding in Bankruptcy(July 2014)Financier Worldwide
- Form of Manufacturing Supply Agreement (Pro-buyer)(December 2013)PLC Commercial (online), Practical Law Company
- Central European Distribution Corporation’s Chapter 11 Plan Incorporates Dutch Auction(August 20, 2013)Harvard Law School Forum on Corporate Governance and Financial Regulation
- Expanding Use of Chapter 15 Tests Its Protections and Limits(January 2013)Financier Worldwide
- Requirements Contracts for the Sale of Goods(2012)PLC Commercial Practice Note
- What Commercial Litigators Should Know About Bankruptcy(August 20, 2012)Michigan Lawyers Weekly
- Common-Interest or Joint-Defense Agreements: Legal Requirements, Potential Pitfalls, and Best Practices(Spring 2012)Michigan Business Law Journal, Volume 32, Issue 1
- US and UK Tender Offers, Exchange Offers and Other Out-of-Court Restructurings(2011)The Law and Practice Of Restructuring in the UK and US 43
- Section 382 Ownership Change: The Illness and a Pill for the Cure(2011)University of Southern California Gould School of Law 2011 Tax Institute
- Statute of Frauds and Specific PerformanceMichigan Contract Law, ICLE
- ABI Journal, Vol. XXVIII, No. 9
- What You Should Know About Single Asset Real Estate Bankruptcy Cases(2008)Michigan Real Property Review 82
- Using the Power of Bankruptcy to Solve Litigation Disputes(2008)Bankruptcy Litigation and Dispute Resolution, Aspatore Books
- Bankruptcy and Licensing(2004)Patent and High Technology Licensing
- The Effect of Bankruptcy on License Agreements(March 1999)The Licensing Journal