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Home / Firm Blog / Business Law

Business Law

06
December
2015

Dissolution of a Corporation - Distributions to Shareholders

Dissolution of a Corporation - Distributions to Shareholders

Dissolution of a Corporation - Distributions to Shareholders

Categories: Business Law

22
November
2015

Covenant-Not-to-Compete or Non-Compete Agreement

Covenant-Not-to-Compete or Non-Compete Agreement

Categories: Business Law

11
October
2015

Stock vs Asset Sales

Stock vs Asset Sales

Categories: Business Law

22
September
2015

Does our corporation have to have annual meetings?

Pat, my brother and I set up a corporation six years ago for our contracting business and we have not had any annual meetings since then.  Our accountant files our Michigan Annual Report each year.  Is this enough or do we have to have annual meetings?

Categories: Business Law

06
September
2015

Mileage reimbursement made easy

Mileage reimbursement made easy with this Excel form from University of Michigan Finance website! Use this form when claiming mileage reimbursement for business use of personal vehicles.

Categories: Tax Law, Business Law

25
March
2015

Corporations

A "Corporation" is an association of persons, created by law and existing as an entity with powers and liabilities independent of those of its members. In the case of profit corporations, its owners are shareholders.

In order to form a corporation, whether profit, nonprofit, or ecclesiastical...

Categories: Business Law

26
January
2015

Updating Corporate Minute Books

Updating Corporate Minute Books

Corporate shareholders actively engaged in running their corporation (business owners) often get so busy running their corporation that they forget to follow corporate formalities like holding shareholder and board meetings and keeping minutes of those meetings. These formalities may not seem important to the business owner; however, when he or she goes to sell his or her shares or tries to get a loan for the corporation, the corporate minute book becomes very important.

Lenders and prospective purchasers rely on the minute book for various reasons. They use the minute book to determine whether (i) the corporation is duly organized; (ii) its bylaws permit the proposed transaction; (iii) the shareholders, board, or both must vote on the proposed transaction and what percentage vote is required to approve the proposed transaction; (iv)  the amount of outstanding shares and who owns them; (v) the corporation is subject to any material contracts (like stock redemption agreements, security agreements, restrictions on stock transfer, etc.); and (vi) various other reasons.

When updating your corporate minute book, it is important to only create minutes for meetings that actually happened. Creating minutes for meetings that were not held or holding a meeting and backdating the minutes to reflect that the meeting was actually held at an earlier date may constitute fraud and could subject the signor to civil liability or even criminal prosecution. When meetings were not held, the business owner, with the help of his or her attorney, should ratify past legal actions of the board as actions of the corporation. Going forward, the business owner should hold the required annual meetings or, if no meeting is required, use the shareholder consent resolution process.

 

--David J. Williams, Attorney, The Gallagher Law Firm

Categories: Business Law

15
January
2014

Michigan Business Courts in Full Swing

September 1, 2013 marked a new day for the business world and Michigan state law.  The Michigan Public Act 333 of 2012 now requires that every county with at least three Circuit Judges establish a Business Court. The purpose behind the new court system is to improve efficiency, allow for business disputes to be resolved with expertise and to enhance the accuracy, consistency and predictability of decisions in business and commercial arenas. 

Categories: Business Law

08
January
2014

Ratification of Past Corporate Actions

According to Michigan Law an incorporated Michigan Company must hold a annual Shareholder meeting. This is a great opportunity to discuss businesses accomplishments, cast a vote on needed items and to discuss how to grow the company.  There are a few official steps that need to be taken at the meetings, such as taking minutes of the meetings and recording them in the company record books.  If your corporation is not aware of this procedure, or has not updated the books in quite some time, Michigan Law provides a way to do so.

Categories: Business Law

23
July
2013

What You Need to Know About "Business Divorce"

It's stormy seas for businesses that neglect “divorce-proofing” shareholder agreements, according to a recent WealthCounsel article. Disputes that arise between business partners can become just as financially and emotionally draining as family law divorce.

Categories: Business Law

25
June
2013

Notice of Business Court Implementation

Wayne County Circuit Court is implementing a Business Court docket on July 1, 2013. The Supreme Court appointed Judge Daniel Ryan, Judge Jeanne Stempien, and Judge Brian Sullivan as Business Court Judges. All Business Court cases must be eFiled and will be assigned by blind draw to one of these judges.

Categories: Business Law

19
April
2013

Steps Required for an Assignment of Rents

Michigan law permits borrowers to assign rents from their commercial and industrial properties (other apartments with less than six units and family residences) to their lenders as security for their loan. The lender, however, may only collect the rents completing several steps.  For assistance with assignment of rents, please contact us.

 

Written by: David J. Williams Categories: Real Estate Law, Business Law, Banking/Credit Unions

05
April
2013

Judges named to serve on Michigan’s new Business Courts

Judge Joyce Draganchuk
The Michigan Supreme Court has appointed 18 judges to serve on Michigan’s new business courts, including Judge Draganchuk in Ingham County.  We look forward to the increased efficiency these business courts will bring to our business litigation clients!

Categories: Business Law

12
October
2012

Signature blocks on corporate loan documents matter

Sign HereIn an unpublished opinion dated October 9, 2012 in Marcuz v Steven Premiere Properties & Development, LLC, the Michigan Court of Appeals affirmed the Oakland Circuit Court’s order of judgment following a bench trial that found defendant Steven Branoff personally guaranteed a loan from the plaintiff to the LLC when he signed it twice—once as an officer and again as an individual.

Categories: Case Summaries, Business Law

28
September
2012

"No Award" outside possible range of awards for shareholder oppression

In an unpublished opinion dated September 27, 2012 in Ginnard v Advanced Design and Prototype Technologies, Inc., the Michigan Court of Appeals reversed the Oakland Circuit Court’s opinion and order denying plaintiff Mark Ginnard’s request for shareholder oppression damages.  The Court remanded the case back to the trial court to decide if by not providing additional documents, the parties consented to the estimated valuation; if either party was at fault for the missing documentation; if another remedy would be appropriate; and what level of certainty would be required for determining the damages if not.

Categories: Business Law

26
September
2012

Business Courts Bill moves on to the House

On Thursday, September 20, 2012 the Michigan Senate passed its version of HB-5128, which will establish business courts throughout the state. Now that the bill has passed the Senate, it is on to the House for a concurrence vote.

Written by: David J. Williams Categories: Business Law

16
July
2012

Business Guide to Selling Securities

The sale of securities can be an excellent source for a small company to raise capital.  The State of Michigan website provides an excellent Business Guide to Selling Securities.  The guide gives a general overview of the Michigan Uniform Securities Act and provides a summary of the registration and exemption provisions of state and federal law.

Written by: Pat Gallagher Categories: Business Law

26
March
2012

KBD & Associates v Great Lakes Foam Technologies – Post-termination commissions not earned if the contract required additional work

In KBD & Associates v Great Lakes Foam Technologies, a published opinion, the Michigan Court of Appeals affirmed the decision of the Jackson County Circuit Court in favor of defendant Great Lakes Foam Technologies, owned by MacReady, against KBD & Associates, on behalf of Lyons.

Written by: Pat Gallagher Categories: Employment Law, Business Law

20
January
2012

Reinstated Corporations have a retroactive legal existence, but not necessarily an actual one

In Woodbury v. Res-Care Premier, Inc., a published opinion, the Michigan Court of appeals reversed the trial court's decision to grant summary disposition in favor of the subdivision, Center Woods, reasoning that Center Woods had automatically dissolved in 1993 and was not a valid legal entity at the time of defendant Res-Care's purchase of defendant Averill's property, so Averill was not required to give notice or right of first refusal to Center Woods.

Written by: Pat Gallagher Categories: Real Estate Law, Business Law

30
December
2010

Forbearance Agreements

A forbearance agreement is a contract between a borrower and a lender where the lender agrees to not exercise certain rights that it has under an existing agreement in exchange for actions on the part of the borrower. An example would be a bank's promise not to foreclose for a certain amount of time although they have the right to in exchange for the borrower's promise not to claim certain defenses if the account continues its delinquency and requires a lawsuit.

Written by: Pat Gallagher Categories: Business Law, Banking/Credit Unions

10
September
2010

Undoing an Automatic Dissolution: Renewal of Corporate Existence in Michigan

The Business Corporation Act, P.A. 284 of 1972 allows a domestic corporation that was automatically dissolved to renew its corporate existence by filing the reports and paying the required fees (including late fees and penalties) for the years they were not filed.

Written by: Pat Gallagher Categories: Business Law