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Buy-Side & Sell-Side Deal Execution
Negotiating Letters of Intent, exclusivity, working-capital pegs, Asset and Stock Purchase Agreements, disclosure schedules, escrow holdbacks, and earnout formulas.
Mergers, Acquisitions & Lower-Middle-Market Deal Counsel.
Guiding acquirers, independent sponsors, family holding companies, and selling founders from Letter of Intent through diligence, purchase agreements, seller notes, and closing binders.
Capital, Transactions & Private Wealth ยท Lead Counsel: Reese Serra (P74482), Matt Wozniak, JD / CPA
Sector FocusM&A, Search Funds & HoldCos
Lead AttorneysReese Serra (P74482) & Matt Wozniak, JD / CPA
Court VenuesOakland, Macomb, Wayne & Federal Courts
Headquarters125 E. 3rd St, Suite 100, Rochester, MI
Should a Michigan business acquisition be structured as an asset purchase or stock/membership purchase?
Buyers in lower-middle-market transactions generally favor Asset Purchase Agreements to step up tax basis in acquired assets under IRC Section 1060 and leave unknown historical liabilities behind, whereas sellers often prefer Stock or Membership Interest Sales for long-term capital gains treatment and continuity of non-assignable customer contracts or licenses.
Core legal architecture for m&a, search funds & holdcos.
Structured entity isolation, commercial contract precision, tax alignment, and courtroom enforcement built for owners and executive teams.
Discuss This Mandate →
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Integrated JD + CPA Tax & Purchase Price Allocation
Structuring IRC Section 338(h)(10) and F-reorganization rollovers, Form 8594 asset allocations, seller rollover equity, and consulting versus non-compete tax treatment.
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Acquisition Financing, SBA 7(a) & Seller Notes
Coordinating senior bank and SBA 7(a) acquisition loans, subordination and intercreditor agreements, seller promissory notes, and security filings under UCC Article 9.
Controlling statutory framework.
Every operating agreement, acquisition, lease, and litigation strategy is anchored to the Michigan and federal authorities governing m&a, search funds & holdcos.
Statutory & Regulatory Benchmark 01
Michigan Business Corporation Act Mergers & Share Exchanges (MCL 450.1701 et seq.)
Statutory & Regulatory Benchmark 02
Internal Revenue Code Sections 1060, 338(h)(10) & 368(a)(1)(F)
Statutory & Regulatory Benchmark 03
Michigan Uniform Voidable Transactions Act & Successor Tax Clearance (MCL 205.27a)
Principal counsel & trial readiness.
Your matter is led directly by senior attorneys who combine entrepreneurial ownership experience, CPA tax fluency, and decades of Michigan courtroom advocacy.
Founding Attorney & Managing Member ยท Bar P74482Reese SerraSenior Litigation & Trial CounselBrian D. HarrisonAttorney & Certified Public Accountant (JD / CPA)Matt Wozniak
Post-Close EBITDA Lift Across Acquired W-2 Workforces
Operating partners and HoldCo buyers deploy compliant Section 125 preventive programs post-close to capture immediate recurring FICA payroll savings across portfolio companies.
Frequently asked questions: M&A, Search Funds & HoldCos
Direct answers to the structural, transactional, and litigation questions Michigan owners ask most often.
Why is Michigan Treasury tax clearance mandatory in an asset purchase?
Under MCL 205.27a, a buyer of a Michigan business's assets must escrow sufficient purchase funds until the seller produces a tax clearance certificate from the Michigan Department of Treasury, or the buyer becomes personally liable for the seller's unpaid state taxes.
Why should counsel be engaged before signing a 'non-binding' Letter of Intent?
Once an LOI sets price, asset-versus-stock structure, working-capital mechanics, and exclusivity, a party loses 80% of its negotiating leverage to change tax structure or indemnity caps later.
How are post-closing indemnity baskets and caps structured on $2M to $30M deals?
Market deals typically pair a deductible or tipping basket (often 0.5% to 1.0% of enterprise value) with a general representation survival period of 12 to 24 months and higher caps for fundamental and tax representations.
Can a seller roll over 10% to 30% equity tax-deferred in a lower-middle-market buyout?
Yes, when structured properly prior to closing (frequently using an F-reorganization or LLC contribution structure), sellers can defer capital gains on rolled equity alongside the new sponsor.