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Corporate Law

Corporate Lawyer in Michigan

Corporate law is an often complex and difficult area for businesses to navigate properly and effectively. Things such as company structure, governance, corporate finance and compliance with regulations are critical for the success of a business, yet are often complicated enough that business owners require assistance in order to handle them properly. Attorneys specializing in business and corporate law are indispensable in helping businesses manage these issues, and their assistance can ensure a business’s structural and legal framework is sound for long term success.

Physical copy of Michigan corporate laws, specifically, the Michigan General Corporation Statute Act of 1931Hoeg Law specializes in corporate law, with years of experience helping companies through different stages of growth. With over a decade of experience working at a large law firm, Richard Hoeg offers clients extensive legal expertise at a fraction of the cost charged by larger firms. When working with Hoeg Law, you can expect big firm caliber work with a personalized, small firm approach.

If you, or your company need assistance with matters related to corporate law, financing, or business law in Michigan, call for a free consultation today.

Common Corporate Law Matters We Handle

Mergers & Acquisitions
Hoeg Law assists businesses with the legal and contractual aspects of mergers and acquisitions. We help our clients navigate the often complex process of companies merging into joint ventures, or into a new company altogether. The purchasing of companies with the intention of integrating them into an existing larger firm can also be a difficult process, and our expertise has been crucial to the successful acquisition of many companies by our clients.

Corporate Finance
We assist companies with complex financing structures and help them make the best decisions for long term success and growth. These include questions regarding whether a business should take on debts, how much control an individual should relinquish in their company, as well as other matters such as ensuring compliance with state and federal corporate finance laws and regulations.

Corporate Compliance
We assist companies in the formulation of corporate compliance rules, standards and policies to ensure they are protected from legal liabilities. This includes things such as code of conduct for employees, as well as compliance standards to ensure the corporation is in compliance with federal and state securities and antitrust laws. In order to help with employee compliance with these rules, we help corporations formulate training programs and materials that will stand up in court in the event that they are brought under scrutiny from a violation.

Corporate Structuring
One Hoeg Laws specialties is assisting businesses in corporate structuring. This helps to ensure that a corporation is properly set up to have the minimum amount of liabilities and take advantage of the best tax structure possible. A solid corporate structure allows a business to be in a position for strong growth and long term success.

Venture Capital
We work with companies to secure capital financing to help build or expand upon their business. Venture capital can come in the form of either public or private financing, which carries with it significant regulations and legal requirements that must be followed. Our firm helps companies navigate through this complex process to ensure they secure the best possible venture capital financing available.

Corporate Contracts
We specialize in the drafting, review and negotiation of corporate contracts. This ensures that businesses are protected from unnecessary risk and liabilities, and that contracts are formulated in a manner that is mutually beneficial to all parties involved. Properly set up corporate contracts are vital to the long term success of corporations.

Securities
As part of our business law services, we assist businesses in the offering, sale and purchase of securities both private and public under both federal and state securities laws. This includes investigation of the company issuing the securities, as well as working with agencies such as the Securities and Exchange Commission to ensure new securities are properly issued and registered. In addition to this, we work with our clients when securities litigation is required to resolve issues of fraud or misrepresentation.

Subsidiary Formation
We work with businesses in the creation of subsidiaries of an existing company, which can be a difficult legal process to navigate. In order to mitigate legal and financial risk, as well as ensure the subsidiary is protected, they must be custom tailored to the particular circumstances of the business as well as the parent company’s interests.

Corporate Finance

When starting or making a major change to a company, business owners often have many difficult questions. These questions may include:

  • How do you capitalize your business?
  • Do you take on debt?
  • Should you take on debt from friends and family, or from institutions?
  • Do you issue equity? If so, what are the terms?
  • How much control of your company should you give up?
  • How do you ensure compliance with securities laws?
  • Should you file federal notice forms or use a local exemption?

While these questions can be quite daunting, an experienced corporate law firm can help businesses structure and negotiate these transactions. Hoeg Law has years of experience working with businesses on both sides of the equation. Regardless of the particular situation a business finds itself in, Hoeg Law can be counted on to assist in facilitating the best outcome possible.

Corporate Law Representative Services

Promissory Notes – Simply put, these are written agreements from one party to pay another. This includes the sum of money, terms of the payment, maturity date, etc. These notes allow individuals or companies to receive financing from sources other than banks.

Angel Financing – We help entrepreneurs and companies with contracts and other details surrounding the financing of startup companies including angel investments. Angel financing involves outside investors financing a startup in exchange for convertible debt or equity in the company.

Seed Rounds – Hoeg Law helps business owners and investors with legal details surrounding seed round funding. There are many aspects involved with seed round funding, such as the amount of money involved, the number of investors, method of payment, and more.

Securities Law (Blue Sky) Compliance – Securities Law is enforced at the federal level in order to protect investors. On the other hand, each individual State has its own set of “Blue Sky” laws that are enforceable at the local/State level. In Michigan, these laws are referred to as the Michigan Uniform Securities Act. Hoeg Law helps Michigan small business owners ensure they’re compliant with these laws.

Regulation D (Rule 506(b)) – Rule 506b of Regulation D, provides exemptions for companies offering and selling securities. According to the SEC, “Under Rule 506(b), a “safe harbor” under Section 4(a)(2) of the Securities Act, a company can be assured it is within the Section 4(a)(2) exemption by satisfying certain requirements” (U.S. Securities and Exchange Commission, Rule 506 of Regulation D, 2017)

Regulation D (Rule 506(c)) – Simply put, Rule 506c of Regulation D allows a company to advertise their securities offerings provided that several requirements are met. These requirements include: all purchasers must be accredited investors, the issuer takes reasonable steps to verify purchasers’ accredited investor status, and other conditions in Regulation D are met. (U.S. Securities and Exchange Commission, General solicitation Rule 506(c), 2017)

Crowdfunding Exemptions – Certain requirements must be met to qualify for the Regulation Crowdfunding exemption.

Preferred Stock Terms – We help clients with various aspects of angel investing including the negotiation of preferred stock terms.

Convertible Debt – We help founders and investors work out details behind the funding of startup companies. This may include debt obligations, equity, stocks, loans and more.

Investor Rights Agreements (IRA) – An Investor Rights Agreement or IRA, is a standard document between venture capitalists and other parties in regards to financing a startup company.

Authorizing Resolutions – This document is required by local governments to approve issuing securities.

Charter Amendments – Amendments to the charter documents of the corporation or company. These documents can vary based on the individual State. For example, in Michigan this would be the Articles of Incorporation/Organization; in Delaware this would be the Certificate of Incorporation/Formation.

Subordination – Lending documents require a party to subordinate their rights to a more institutional lender.

Frequently Asked Questions

— What is a Corporation?
A corporation is a company or group of people authorized to act under a single entity. In essence, a corporation is a legal entity which is distinct from its owners. Corporations have specific laws and regulations they must comply with in order to continue operating under this legal entity. Corporations range in size from small businesses consisting of a single person to fortune 500 companies with hundreds or thousands of employees.

Many people think of corporations as large fortune 500 companies in skyscraper buildings. While there are certainly large corporations such as these, small businesses can be corporations as well.

— What is Corporate Law?
Corporate law encompasses the legal side involved with the formation and operation of a corporation. More specifically, it’s a body of laws, rules, and regulations specific to corporate entities. This often involves financial aspects such as convertible debt, investors, shareholders, creditors, etc. It also involves legal obligations such as investor ownership, securities law, and various federal regulations to which corporations must comply with.

— What is the difference between corporate law and business law?
Corporate law is a subset of business law, an umbrella which embodies any legal element associated with business. The focus of corporate law is solely on legal entities that are defined as corporations and is a more specialized practice area.

— Why form a corporation?
The formation of a corporate entity provides several benefits for it’s owners. A large benefit of corporations is the limited liability protection they offer to business owners. This absolves owners from personal liability for debts and other liabilities associated with the corporation. There are many other benefits for those looking to incorporate a business including:

  • Easy ownership transfers
  • Tax advantages
  • Raising capital through sale of stock
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