Business,LLC & Corporate Law Matters

As a business and corporate lawyer, Matthew Abraham assists Michigan business clients with a wide variety of their business law needs.  Abraham | Law works hard to provide its business law clients with practical and useful advice and insight for starting, managing, and growing a business venture/enterprise in Michigan.  Mr. Abraham also provides business law clients with proactive and effective legal representation to protect his clients’ business interests should a business dispute arise that needs to be resolved through negotiation, alternative dispute resolution, or litigation in Michigan state or federal courts.

Matthew Abraham has nearly two decades of experience as a Michigan business lawyer, and a large part of his practice is dedicated to representing business clients.  Abraham | Law has represented business clients of all types, from Michigan entrepreneurs and start-up ventures, to small and mid-sized companies, and even large multi-million dollar companies. Although most of Abraham | Law’s clients are located in Michigan, he has represented clients from across the United States.

Abraham | Law provides comprehensive business law representation that includes the following areas:

Entity Selection and Business Formation
The choice of which legal entity to use for a business is one of the most important decisions that a start-up venture will face.  In Michigan, the most common options for operating a business are a limited liability company (LLC), S corporation, or C corporation.  There are a number of factors that must be considered when deciding which entity to use for operating a business.  These factors include tax, legal, and operating considerations.  Although it is possible to form a business through online incorporation services, it is important to remember that such incorporation services do not provide many crucial facets for success such as specific relevant legal advice, customized organizational & governing documents, business insight & experience, and further cannot provide their customers with legal analysis or advice on the important entity selection issues that each start-up company faces.  This advice and analysis can only be provided by a competent and experienced business law attorney and counselor.  Matthew Abraham provides his clients with this advice and analysis and also assists his clients with preparing and filing the paperwork necessary to form and organize a Michigan business entity.

Purchase and Sale/Transfer of a Business
Abraham | Law has extensive experience in the preparation, negotiation, and review of business purchase/sale contracts and buy-sell agreements.  Matthew Abraham has represented both buyers and sellers in business transfer transactions in numerous industries.  In each business transfer matter that he works on, Mr. Abraham consults with his clients and listens carefully to their goals and wishes.  Matthew then works hard to make sure that the transaction documents fairly and accurately represent the best deal possible for his clients.  He also works to make sure that any transfer of a business is done in a way that is the most tax efficient possible for his clients.

Business Formalities and Operations
Matthew Abraham regularly provides his business law clients with ongoing legal representation with respect to issuing and transferring corporate stock/shares & membership interests, preparation of corporate minutes and business records, compliance with regulatory guidelines and requirements, compliance with annual State of Michigan business filing requirements, tax issues & planning, and numerous other legal aspects of operating a business.  These matters are important for maintaining the ongoing viability of a business enterprise and for obtaining and maintaining all of the various legal protections that are afforded to properly formed and maintained business enterprises.  Failure by a Michigan business to properly follow and maintain the business formalities that are required under Michigan law can have disastrous consequences for that business and its owner(s).  It is indispensable that any business operating in Michigan have retained competent legal counsel to advise regarding these issues.

Business Succession Planning
Abraham | Law provides its business law clients with practical and effective legal representation in business succession matters of all kinds.  Mr. Abraham draws on an interdisciplinary approach to advise and represent clients in business succession matters so that his clients’ financial and legal goals can be reached in the most legally effective and tax efficient manner possible.  Abraham | Law understands that a successful business succession involves many moving parts and strives to work well with its clients’ other professional advisers such as accountants, CPA’s, insurance agents, and financial planners in order to craft and achieve a business succession plan that secures and rewards its clients for their efforts and investments while building up their business enterprises.  Matthew Abraham also understands that business succession matters often involve his clients’ lifework and therefore often present sensitive issues that must be dealt with very carefully in order for his clients to successfully implement a legally sound and operationally viable business succession plan to ensure his client’s legacy.

Employment Law Issues
Abraham | Law and its network of industry specific experts regularly help its business clients through the beaurocratic confusing maze of state and federal employment laws and regulations that govern Michigan businesses and their relationships with employees and independent contractors.  To this end, Abraham | Law can provide clients with a full range of Michigan employment law services, including assistance with the creation and documentation of employment policies, employee/independent contractor agreements, employee handbooks, resolving/defending employee discrimination claims and litigation, and helping companies contest unwarranted unemployment compensation claims by former employees.  Mr. Abraham has developed a particular expertise in advising Michigan businesses on non-compete and non-solicitation agreements and violations.

Special Corporate Counsel

As a former and current General Counsel, Matt has had hands-on experience tackling and managing the day-to-day legal challenges that face growing and established companies. This requires troubleshooting legal problems, and developing strategies to deal with and anticipating these problems efficiently.

  • Regulatory compliance

  • Privacy and data protection

  • Intellectual property protection

  • Employment

  • Litigation management

  • Day-to-day business operations

M&A Alliances Financing

Entrepreneurial startups and newly created businesses face unique challenges at different stages of their development. Whether you are starting up, spinning off, building or expanding, Abraham | Law can assist you in exploiting your opportunities and growing your business.

  • Mergers and Acquisitions

  • Partnerships, Strategic Alliances, Joint Ventures, Teaming Agreements

  • Technology Start-ups

  • Reorganizations

  • Venture Capital

  • Corporate and LLC architecture

Commercial Contracts & Business Agreements

General Business Transactions & Agreements

Abraham | Law assists numerous business law clients with preparing, reviewing, and negotiating a wide variety of general business transaction documents, contracts, and agreements.  These documents include contracts, bills of sale, consulting, contractor, royalty, joint venture, partnership, franchise agreements and disclosure documents, equipment purchase agreements and leases, licensing and distribution agreements, as well as many other kinds of general business & commercial agreements.
Matthew Abraham works hard to provide his business law clients with the best legal advice and protection possible.  Matthew understands that a business lawyer must contribute value to their clients’ enterprises putting them in the best position to succeed in their endeavors.  To this end, Mr. Abraham works hard to provide his business clients with efficient, timely, proactive, and personal legal representation in their business law matters.

Matt’s practice is focused on business law. That means that Abraham | Law helps clients with the creation, structuring, organization, negotiation and implementation of business transactions and with other commerce, internet and entity law matters. As a former and current General Counsel to multiple companies, Matt also helps new and established businesses project manage legal services in other areas.

Commercial Agreements

Relationships in small businesses are governed by a wide variety of contracts designed to allocate risk and responsibility. These include:

  • Shareholder and Membership Operating Agreements

  • MLCC transactions- applications & transfers

  • Licensing agreements

  • Development agreements

  • Distribution agreements

  • OEM and VAR agreements

  • ASP agreements

  • Design and development agreements

  • System integration agreements

  • Business asset and corporate stock purchase and sale agreements

  • Service level and maintenance agreements

  • Stock escrow agreements

  • Website and on-line agreements

  • Employment and independent contractor agreements

  • Consulting and Service agreements

  • Confidentiality and non-solicitation / non-competition

  • Commercial real estate transactions

Matt’s practice is focused on business law. That means that Abraham | Law helps clients with the creation, structuring, organization, negotiation and implementation of business transactions and with other commerce, internet and entity law matters. As a former and current General Counsel to multiple companies, Matt also helps new and established businesses project manage legal services in other areas.

Estate Planning & Probate:Wills•Trusts•Powers of Attorney

As an estate planning service provider, Abraham | Law helps clients prepare estate planning documents that reflect the client’s goals, responsibilities, and resources. These documents include wills, trusts, medical powers of attorney (living wills), and general powers of attorney for business and financial affairs.

A last will and testament could possibly be the single most important legal document a person can have.  Even if you do nothing else to handle your personal legal affairs, you should have a will.  Under Michigan law, if you do not have a will when you die, you will be deemed to have died “intestate.”  This means that your property and assets will likely be distributed according to the dictates of the Michigan Estates and Protected Individuals Code (EPIC), even if the result is not what you would have preferred.

Even more important, if you have minor children when you die and do not have a will, a court will have to determine who will raise your children.  How complicated (and long) your will has to be depends on your particular circumstances.

Whether simple or complicated, all wills tend to have the same basic outline:

  • They leave a person’s property and assets to the people and entities they choose;

  • For persons with minor children, they name one or more guardians to take care of those children if both parents die;

  • They name a person’s “personal representative” (sometimes called an “executor”) to administer the person’s probate estate after they die.

When a person dies and there needs to be a probate estate, their personal representative is able to take the appropriate action to open that person’s probate estate with the local county probate court.  A personal representative is a “fiduciary,” which means that they have a legal obligation to follow the instructions in the will for administering the deceased individuals probate estate and distributing their property and assets.

Trusts can be a very useful legal tool for helping to preserve a person’s property and assets, and administer their affairs.  Trusts can also play a crucial role avoiding the probate process altogether and in reducing the amount of estate taxes that may be due from a person’s estate after they die.  A trust is simply a legal arrangement whereby one person — the “trustee” — holds legal title to assets and property that have been transferred to the trust, all for the benefit of the trusts “beneficiary.”  A trustee is a “fiduciary,” and has a legal obligation to administer the trust per the instructions that are contained in the trust agreement.
Perhaps the most common and well known type of trust is the “revocable living trust.”  A revocable living trust is simply a trust that a person creates while they are still alive. Typically the person who creates the trust (usually called the “settlor” or “grantor”) also serves as its trustee and its primary beneficiary.  The trust agreement will have provisions for the management and distribution of the trust’s assets and property after the death of the person who created the trust.  There are many other kinds of trusts, such as irrevocable trusts, charitable trusts, special needs trusts, and even pet trusts that provide for the care of your pets after your death.

It is very important that you retain a qualified legal professional to prepare your trust agreements.  There are many pitfalls and traps for the unwary that can turn what should be a useful tool to manage assets, care for your loved ones (or pets), avoid probate, and reduce estate taxes into a source of much confusion and unintended negative legal and tax consequences.

Medical Powers of Attorney for Health Care (Living Wills)
The Michigan Estates and Protected Individuals Code (EPIC) specifically authorizes the creation of medical powers of attorney.  These documents allow an individual to express and communicate their wishes and give specific directions regarding their medical care should they become unable to do so in the future.
Generally, this type of document has three components.  First, it allows a person to express their general, overall wishes for their health care should they ever become unable to express or communicate how they want their health care to be handled in the future.  Second, they allow a person to provide care instructions for specific situations that may arise in the future.  For example, if a person is in an accident and suffers an irreversible brain injury that leaves them in a persistent vegetative state with no hope of recovery, if they previously prepared a medical power of attorney with instructions on how to handle this type of situation, medical personnel are generally obligated to follow those instructions.  Third, a medical power of attorney also allows a person to designate a “patient advocate” who will be in charge of that person’s medical care if they are unable to express or communicate their wishes.  Further, the patient advocate is generally bound by the wishes expressed by the patient in their medical power of attorney document.

Medical powers of attorney are powerful documents that can provide peace of mind to the person who signs it, as well as to their family members should difficult decisions ever have to be made regarding that person’s medical care when they are unable to express or communicate their wishes.

General Powers of Attorney- for Property & Financial matters
A general durable power of attorney is simply a legal document that allows a person to appoint an agent to handle specified affairs on their behalf.  The person who appoints an agent through a power of attorney is known as the “principal.”  Powers of attorney can be “durable” or “springing.”

A durable power of attorney is effective the moment it is signed.  It allows a person’s appointed agent to immediately “step into the shoes” of the principal and generally handle their personal, real estate, financial, and business affairs, including signing documents on their behalf.  A durable power of attorney is primarily used for the convenience of the principal, such as in situations where they may be out of town and need their agent to handle certain affairs for them.  They can also be used in situations where the principal becomes mentally incapacitated and is unable to manage their affairs.
A “springing” power of attorney only becomes effective when a contingency that is specifically included in the power of attorney document comes to pass.  For example, a “springing” power of attorney may specify that it becomes effective only upon the principal’s mental incapacity and will revert to being ineffective or null when the principal regains his or her faculties.

A power of attorney is a very powerful legal document.  Agents who are appointed under power of attorney documents are “fiduciaries.”  They must act in the best interests and for the benefit of the principal in all respects.  However, given the legal power and authority that these documents give to agents, it is important that the principal only appoint an agent whom they fully trust to manage their affairs in a way that serves the principal’s best interests.  As with the other estate planning documents described on this page, it is important that you work with a qualified attorney to prepare or review any power of attorney that appoints an agent to serve your interests.

As a Michigan estate-planning attorney, Mr. Abraham engages in close and careful consultation with his clients so that he prepares documents that are custom fit for each client’s particular situation. Matthew prepares his clients’ estate planning documents so they will accurately and effectively speak to their wishes and goals.

Probate Estate Administration
The Michigan probate estate process is designed to transfer the property of someone who has passed away (in legalese, a “decedent”). Apart from transferring property, the Michigan probate process also handles any debts or taxes that are owed by the decedent’s probate estate. Probate estate administration in Michigan involves numerous legal filings and a number of other responsibilities.

Real Estate Law

Real Estate Transaction Law

Abraham | Law and Matthew Abraham provide his clients with representation in a wide variety of Michigan real estate law matters, such as commercial and high-end residential real estate purchases & sales, option agreements, land contracts, loan & financing transactions, and both commercial and residential leases.

Every real estate transaction will have numerous legal consequences, and it is important to have competent legal counsel assisting you to make sure that your rights and expectations are protected.

Commercial & Residential Real Estate Purchases and Sales
Abraham | Law represents its clients in commercial and residential real estate purchases and sales.  Matthew Abraham has extensive experience in representing both sellers and buyers in such transactions.  Mr. Abraham’s real estate law services in this area include reviewing, negotiating, and preparing commercial real estate purchase & sale agreements, as well as related contracts & agreements and closing documents.  He strives to identify important legal issues for his clients in commercial and residential real estate purchases & sales, and assists his clients in developing creative, yet legally sound, solutions to the complex problems and issues that are inherent in the purchase or sale of any piece of commercial or residential real estate.  Matthew Abraham also understands that many times a residential real estate transaction represents one of the most important events in his clients’ personal lives and that of their family.  His goal is to help protect his clients’ legal interests while at the same time making every effort to facilitate the successful conclusion and closing of the transaction.

Commercial & Residential Leases
Abraham | Law has extensive experience negotiating, reviewing, and preparing commercial and residential leasing documents for both landlords and tenants.  Matthew Abraham’s commercial leasing clients have come from a number of businesses and industries, including the industrial, office, medical, professional, and retail sectors.  His experience in the commercial leasing field enables him to provide his clients with efficient, yet customized solutions to their particular leasing issues and needs.  Typical services begin with working on behalf of his commercial leasing clients at the letter of intent stage of the transaction.  This is one of the most important stages of a commercial leasing transaction as a client’s important business and legal issues can be addressed at the outset of the commercial leasing process.  In each leasing transaction, Abraham | Law focuses on crafting solutions that will enable his clients to obtain favorable lease terms that help them meet their business goals and objectives.

Auto Accident & Personal Injury

Abraham | Law understands that injuries are personal. This understanding forms the basis of our client-first, treatment-first approach to representing people who have suffered physical injury or psychological damage from an accident or negligence.

Our first priority is to assess our client’s injury and ensure that all proper medical care and treatment is being provided. Whether the injury is from a motor vehicle accident, a fall, an assault or a case of medical malpractice, Abraham | Law will work with treatment providers, insurance carriers and its vast network of specialized professionals to make certain that the prospects for our client’s immediate and long-term recovery are maximized and their legal rights are strongly represented.

Abraham | Law’s network of experienced lawyers and compassionate assistants guide our clients through the challenging process of resolving the legal issues surrounding their injuries and obtaining fair and legal compensation. Statutory benefits, insurance proceeds and special payments for damage may all be available, depending on the circumstances. Abraham | Law will work with any team of doctors, nurses, and rehabilitation experts to advise throughout the legal process. We strive to ensure that our clients are not victimized by the insurance companies and challenging legal system.

Our client-first approach extends to the offer of a free initial consultation to assess the specific circumstances of our client’s situation and a promise provide to our clients the legal professional best suited to represent their interests. To learn more, please contact Abraham | Law to arrange for an initial consultation with one of the members of our Personal Injury Legal Group.

Bankruptcy & Debt Law

Abraham | Law and its specialized network of professional service providers creates one of the most experienced bankruptcy teams.

An extraordinary range of clients trust our professional approach to insolvency matters, including banks, credit unions, financing companies, trustees, receivers, unsecured creditors, suppliers, debtors, real property owners, and parties interested in acquiring property from insolvent debtors.

Abraham | Law’s qualified Bankruptcy Lawyers are ready and available to help you get relief from your debts. If you are a consumer that is overburdened with debt and see no way out, you may want to consider filing for personal or consumer bankruptcy. A personal bankruptcy lawyer can help you with the mountains of paperwork and provide you with the quality legal advice and representation you need in order to navigate through the complicated bankruptcy proceedings and obtain freedom from the intrusive collection measures of creditors.

Our clients’ confidence is founded in large part on our command of legal matters arising from the Bankruptcy Reform Act and laws related to construction liens, mortgages, personal property, and commercial tenancies. The diversity of our experience gives us the range and flexibility to advise clients no matter the situation.

To seek immediate relief form the stressful collection measures of creditors and to learn more about how we apply our expertise to produce the most cost-effective resolution for our clients, please contact Abraham | Law to schedule your free initial Bankruptcy consultation today.

Traffic & Driving Under the Influence Law

Traffic violations are a mix of regulations and criminal offenses typically based on violations of state statutes and county, city or other local ordinances relating to the operation of motor vehicles. Depending on the severity of the offense you may be subject to a fine, points on your license, loss of driving privileges or even jail time. Abraham | Law takes these matters seriously to ensure your rights are preserved and to seek out the best possible result.

Traffic violations are generally divided into two separate categories: Infractions and violations.  Infractions are an offense in which the penalty is usually a fine. Infractions are not crimes, and you can usually pay your fine by mail. A violation is an offense that can carry somewhat stiffer penalties. There are two types of violations: a parking violation and a moving violation. Moving violations include things like speeding or driving under the influence of drugs or alcohol. Recently, moving violations have also included use of a cell phone while driving.

DUI is when someone drives or is in actual physical control of a motor vehicle and is under the influence of alcohol, controlled substance to the extent that his or her mental faculties are impaired.

A DUI conviction may result in criminal penalties such as fines, jail, probation, and/or community service. There are mandatory minimum penalties for first-time offenses and increased penalties for each additional offense thereafter. Drivers with prior DUI convictions should be aware that minimums are just that. Conservative Judges and zealous Prosecutors will seek lengthy jail sentences for multiple offenders—especially for those who are still on probation for a prior offense. It is therefore critical to have an experienced Lead Counsel DUI Attorney who is familiar with the Court you are assigned, the judge presiding over the case, the prosecutor handling the charges, and how to avoid harsh jail sentences and seek the best outcome possible.

The look-back period for multiple offenses has been increased from 7 years to 10 years. Drivers with prior convictions for offenses, which were more than 7 years from the date of their prior offense, may have a constitutional challenge to the retroactive increase and should contact a DUI Attorney experienced in Drunk Driving Defense.

For assistance with your case or ticket, contact Abraham | Law to discuss your specific incident or to schedule a time for a free initial consultation.

Traffic & Drunk Driving