Mergers & Acquisitions in Michigan: What Business Owners Need to Know
Strategically Grow Your Business
Understand the legal landscape in Michigan.
In Michigan’s dynamic business climate, mergers and acquisitions (M&A) are strategic tools for growth, succession planning, or market expansion. Whether you’re a business owner considering selling your company or a buyer looking to acquire a new venture, understanding the legal landscape—especially under Michigan law—is essential.
Michigan-Specific Legal Framework
Merger and acquisition activity involving Michigan-based companies is governed by a mix of federal regulations and state-specific statutes. For corporations, the Michigan Business Corporation Act (MBCA) outlines requirements for mergers, asset sales, and corporate restructuring. Similarly, the Michigan Limited Liability Company Act governs how LLCs may merge, dissolve, or transfer ownership.
Key Legal Considerations for Mergers and Acquisitions in Michigan
Choosing the Right Deal Structure
In Michigan, M&As can take several forms, including asset purchases, stock purchases, or statutory mergers. Each has distinct legal and tax consequences. Asset purchases are common for buyers who want to avoid assuming liabilities, while stock purchases allow for a smoother transition of ownership.Due Diligence and Risk Management
Conducting thorough due diligence is vital. Buyers should review corporate records, financial statements, contracts, intellectual property, pending litigation, and compliance with state and local laws. Michigan-specific issues such as real estate, environmental concerns, and business licensing can also present risks that need to be identified early.Employment and Transition Planning
Employment contracts, benefits, and restrictive covenants (such as non-compete agreements) must be reviewed and potentially renegotiated as part of the transaction. Michigan is an at-will employment state, but clear planning for personnel transitions is still important for continuity and compliance.Regulatory Considerations
Depending on the nature of the business, certain transactions may require state-level approvals, notifications, or compliance with licensing requirements. It's important to identify any regulatory obligations early in the deal process to avoid delays or complications during closing.Successor Liability
Even in asset deals, certain liabilities may follow the business—such as unpaid taxes or environmental obligations. Michigan courts have recognized exceptions to the general rule that buyers don’t assume liabilities. Legal counsel can help mitigate this risk through representations, warranties, and indemnification provisions in the purchase agreement.
Why Local Legal Counsel Matters
Every M&A transaction involves risk—but working with an attorney familiar with Michigan business law can significantly reduce uncertainty. From pre-deal planning and due diligence to drafting agreements and navigating regulatory compliance, legal counsel ensures your interests are protected at every step.
How We Can Help
Our business law team has deep experience guiding Michigan businesses through the merger & acquisition process. Whether you’re selling a closely held company or acquiring a new entity, we provide strategic legal advice tailored to your goals and the local legal environment.