Turnarounds and Reorganizations

Negotiation and documentation of a series of intercreditor agreements on behalf of a national fleet trucking lessor facilitating the voluntary surrender and going-concern sale of the nation's largest fleet of covered automobile haulers.

Representation of a national contracting company holding multi-year Federal construction contracts in a complex workout involving several tranches of agreements with banks, subcontractors, several government agencies and one of the largest construction bonding companies in the country.

Successful reorganization of a major hotel servicing Detroit-Wayne County Metropolitan Airport.

Designed, negotiated and successfully implemented a state-of-the-art cash collateral arrangement with a national insurance company and other secured creditors leading to the successful reorganization of a regional group of multi-site office suite rental companies.

The successful negotiation and implementation of a reorganization plan with the IRS of one of the country's leading producers of medical practice management and insurance-billing software systems.

Representation of a national financial services company in the Bankruptcy of a regional chain of auto parts stores. Negotiation and implementation of a unique intercreditor pooling agreement facilitating the recovery of equipment and cash for all equipment lessors in the face of fraudulent multiple U.C.C. filings on the same equipment.

Recovery of a substantial out-of-bankruptcy-court settlement for a prominent European bank defrauded in the multiple refinancing of more than 50 automated industrial knitting machines after the factory owner disappeared into mainland China with millions of dollars in embezzled loan proceeds.

Representation of a national financial services company in the recovery of all monies lost when a first tier auto supplier filed for bankruptcy and defaulted on a series of leveraged heavy stamping machine leases. After obtaining the voluntary return of most of the equipment, it was derigged and resold in South America at a price which allowed the client to recoup its damages.

Estate Planning, Trust and Probate

The Hyman Lippitt Tax and Estate Planning Department includes wealth transfer planning for closely held businesses, trust and estate administration, domestic and international tax and estate planning and trust, estate and probate litigation. Recent representations include the following:

Drafting complete estate plans including Revocable Living Trusts, Pour-Over Wills, Durable Power of Attorney Appointments, Patient Advocate Designations. If applicable, Last Will and Testaments, Codicils and Amendments.

More sophisticated estate tax planning tools including Qualified Personal Residence Trusts, Irrevocable Life Insurance Trusts, Charitable Remainder Unitrusts, Grantor Retained Annuity Trust, Generation-Skipping Trusts, Grantor Retained Unitrust, Family Limited Partnerships, Family Limited Liability Companies all designed to reduce minimize estate taxes or provide income tax planning.

Represented several large trust disputes and will contests between both familial beneficiaries and charitable beneficiaries. Administration of estates, both probate and non probate, in excess of $5,000,000 including the preparation of all tax returns.

General Corporate

Representation of individual and corporate clients in the proper selection of business entity, including corporations, limited liability companies, partnerships, limited partnerships and trusts, for organization in the State of Michigan and other jurisdictions.

Representation of clients establishing buy/sell agreements, shareholder control agreements, board of directors control agreements, and other corporate governance documents.

Representation of clients in mergers and consolidations of several operating entities.

Representation of clients in the conversion of existing partnerships and limited partnerships to limited liability companies.

Representation of clients in the preparation of employment agreements, employee handbooks, employment policies and employee buyouts.

Representation of clients in the formation of employee stock ownership plans (both qualified and non-qualified) and the offering of stock to employees.

International Transactions

Representation of a Fortune 500 company in an international automobile supply joint venture.

Representation of a Fortune 500 company in the resolution of a multimillion dollar series of international letter of credit disputes while preserving existing business and banking relationships.

Representation of the lead trade creditor in a worldwide industrial bankruptcy and bailout including initiation of litigation in the United States and Asia to force a negotiated reversal of a controversial $40 Million Dollar inter-subsidiary transfer made prior to commencement of a U.S. Chapter 11 proceeding.

Supervision and coordination of London barristers and local solicitors in the prosecution and eventual settlement of multinational corporate governance litigation in Gibraltar.

Pre-IPO representation of the founding shareholders of a Tokyo and Seattle-based high-tech company in the design and implementation of a tax-compliant multinational protocol to reduce and defer the U.S. tax impact of a meteoric rise in the company's stock value.

Estate and tax planning for the President of a German-American furniture manufacturer with residences and business operations in both countries.

Representation of a group of multinational e-commerce companies in the organization and establishment of a tax-favored operations base in Antigua.

Continuing consultation with the private client group of an internationally-known investment banking firm in the custom design of wealth preservation strategies for international and domestic clients.

Representation of U.S. based personnel recruitment service in the creation of a tax-advantaged licensing agreements.

Retained to handle the purchase of commercial real estate in France and advise in the establishment of European operations.

Investments/Finance

The Firm has been involved in a broad range of asset and stock acquisitions for closely held corporations and publicly traded entities.

Representation of a leading venture capital fund in connection with the acquisition of equipment companies throughout the southern and midwestern United States.

Representation of a venture capital fund in connection with in publicly traded entities.

Representation of a U.S.-based elevator service company in connection with the acquisition of the assets of numerous regional elevator modernization, maintenance and servicing companies.

Representation of individuals in connection with their investments in companies.

Representation of a U.S. software company in connection with the acquisition of patented software technology company.

Negotiated and structured a $2 million dollar investment in a publicly traded technology company.

Preparation of seller-side private placement for a multi-million dollar offering in a Michigan based high-end spirits manufacturer.

Mergers, Acquisitions and Divestitures

Structured and negotiated the leveraged buy-out of a multi-million dollar signage corporation located in Michigan.

Empire Manufacturing Systems, Inc.'s purchase of the assets of TRC Tool Industries, Inc., June of 2004.

Real Estate

The department has represented both purchasers and sellers in real estate matters across the region, and has assisted in national international transactions involving real estate in other states and in foreign countries.

Representation of partnerships in the organization of various funds formed to invest in real property in Southeastern Michigan, including the formation of limited partnerships and coordination and negotiation of documents in connection with financing of the funds and acquisitions of real property.

Representation of commercial landlords and tenants in Troy, Royal Oak, Birmingham, Bloomfield Hills and other areas in the preparation, negotiation and enforcement of leases and subleases.

Representation of seller with respect to an Internal Revenue Code Section 1031(a) tax-deferred exchange of a commercial building.

The firm was responsible to oversee and analyze the environmental remediation of a manufacturing company.

Securities

The Firm engages in the general representation of companies, including preparation of investor documents, offering documents and negotiation of investments. Representative examples of the Firm's experience in these areas include:

Formation of broker dealers.

Representation of individuals and brokers in securities litigation and arbitration.

Tax

The Tax Department works closely with other departments of the Firm to devise solutions for complex tax problems. It has developed particular expertise in tax planning for mergers, acquisitions and financial transactions, corporate restructuring, joint venturers, the use of hybrid entities, as well as estate planning. The department also represents clients in audits and controversies before the Internal Revenue Service and state and local tax authorities. Examples of the firm's tax practice include:

Representation of individuals and businesses with the Internal Revenue Service.

Representation of a corporation in extended litigation before the United States Tax Court.

Representation of high net worth individuals in connection with the structuring of assets for tax and estate planning purposes.

Assisting charitable organizations applying for tax-exempt status under the Internal Revenue Code.

Representation of the formation of several IRC 501(c)(3) charities for charitable work done at local, state, national and international levels.