Cummings, McClorey, Davis & Acho, P.L.C. (CMDA) provides legal consultation, business, and advisory services in all areas of business law. CMDA business attorneys have extensive experience, along with legal and technical backgrounds, in public accounting, investment advisory services, securities, and tax planning.
Our lawyers advise clients on issues ranging from simple business formation to complex combinations in new markets, joint ventures, and partnering with other businesses. We work to create solutions, providing value and costs savings to clients, to enhance their investments, which include tax planning and consultation, funding programs, utilizing insurance products, and investment programs.
Business law is where commerce, industry and workers organize, combine and function through principles of governance, compliance and control to achieve maximum efficiency.
Corporate and Commercial Transactions
Given the multifaceted nature of our clients’ transactions, our attorneys work closely with other attorneys in our Firm including those versed in employee benefits, labor and employment, environmental, taxation and estates, and government contract law, and client advisors, accountants, benefit managers, and other counsel. CMDA has handled major acquisitions for companies within many different industries.
The commercial lawyers often are called upon to negotiate, draft, and review:
- Shareholder Agreements
- Buy-Sell Agreements
- Loan Documentation, Promissory Notes
- Secured Loans, Security Agreements, Uniform Commercial Code (UCC) Compliance
- Mortgages, Personal Guaranty’s and Other Security
- Stock Purchase Agreements and Asset Purchase Agreements
- Executive Employment
Shareholder/Partner Relations and Business Succession Planning
Business owners are faced with numerous challenges in the growth and development of their business. Attorneys at CMDA advise business owners on all phases of business development from start-up of new businesses and affiliated entities, creating and defining responsibilities and obligations of shareholders and partners, buying into a business, selling an interest in a business, and creating a business succession plan for shareholders, members or partners. Working with our tax advisors and estate planning attorneys, we place particular care on providing for the retirement of founding members and key personnel and the transfer of control of a closely held or family owned business to the next generation. Our attorneys negotiate, draft, and review agreements relating to the ownership and transfer of a business entity. We assist clients with:
- Buy-Sell Agreements
- Operating Agreement
- Partnership Agreements
- Shareholder Agreements
- Joint Ventures
- Business Succession Plans
- Trusts and Voting Agreements
Entity Structure and Governance
CMDA assists clients with the implementation and management of corporate governance procedure. Our lawyers are well versed in interpreting, drafting, reviewing, and providing advice on articles of incorporation, by-Laws, voting trusts, articles of organization, operating agreements, partnership agreements, joint venture agreements, for-profit corporations and non-profit corporations. We counsel our clients in drafting and providing proper notice for shareholders meetings, partner meetings, member meetings, and Board of Director meetings, along with other procedural aspects of corporate governance.
CMDA assists in transactions for a diverse array of businesses and encompasses a large spectrum of issues. Additionally, we represent closely held businesses that are partnering with others in their industry or transitioning to the next generation of owners.
CMDA assist in entity selection and drafting the internal governing documents and internal regulations with start-up corporations, limited liability companies, and sole proprietorship’s. We assist in the filing of the licensing and other regulatory material with the State of Michigan Department of Licensing and Regulatory Affairs (LARA), Liquor Control Commission, and other regulatory agencies. We prepare corporate and limited liability company documents that govern the internal control and operations among the owners and managers and outlines the business management. The documents prepared include:
- Operating Agreements
- Corporate Resolutions
- Buy-Sell Agreements
- Employment Agreements
- Executive Agreements
- Sales Agreements
CMDA is routinely called on to negotiate, draft, and review agreements with other parties and business transactions including:
- Employment Agreement and Key Personnel Agreements
- Executives Agreements
- Offers and Contracts
- Sales Terms and Conditions
- Vendor / Vendee Requests
- Business Transactions
- Loan Transactions
- Shareholder Transactions
- Buy-In to a Business and Sale of Interest in the Business
- Protection of Confidential Information
- Business Financing
- Purchases and Leases of real estate, assets and equipment
Business attorneys at CMDA have expertise in the real estate market and are involved in real estate transactions and real estate law. Our attorneys are involved in the purchase, sale or leasing of real estate, land acquisitions, § 1031 Exchanges, and routinely work with developers and local municipalities. Our Michigan real estate attorneys are involved in all areas of real estate development and the purchase and sale of real estate or additional properties, residential and commercial real estate development and contracts with architects and engineers, and represent clients on landlord-tenant issues. We are involved in creating entities to hold real estate and management companies to manage real estate holdings.
The business attorneys at CMDA are involved in all areas of residential real estate and prepare the sales, documents, disclosure statements, escrow agreements and purchase agreements. Along with our real estate group, we represent commercial and residential developers in land acquisitions, environmental compliance, land use planning, zoning and subdividing land. CMDA assists in the establishment of condominium developments, subdivisions, master deeds, by-laws, restrictions, covenants and declarations.
Tax planning plays an important factor in most decisions made by business owners. We have a background as certified public accountants and work with our clients’ accountants to obtain the best results in business and commercial transactions. Our attorneys are knowledgeable of federal and state tax laws and the tax implications on transactions. We focus on obtaining tax advantages for our clients and identify tax issues that can impact transactions.
Our Firm assists in the development of tax strategies to take advantage of opportunities and create business value when selling or reorganizing a business relationship.
Our business attorney’s are routinely involved in business counseling, advising, and consulting with clients on strategic planning for the implementation of growth programs, creation of new markets, new products, and other internal issues. Additionally, we assist our clients in developing exit strategies in anticipation of retirement, including developing hybrid equity-employment relationships with existing or new staff to aid in ownership transition.
Our attorneys assist in the development of strategic plans for the growth and development of the business and transition into new markets. We provide counsel and advice regarding transition in the transfer of control of operations and business succession planning.
Our experience in collective bargaining matters includes working with our clients with certified and de-certified collective bargaining agents and unions and advising clients regarding solicitation by union representatives and distribution of voting cards and other expressions of union interest.
CMDA is dedicated to providing clients with superior legal services on a timely, effective and cost-efficient basis while maintaining the highest standards of professional integrity. Our attorneys work with clients to advocate their interest, analyzing strategy, legal issues, business decisions, and costs.
Our attorneys are skilled in the defense and prosecution of a broad range of civil cases. We represent a diverse client base, from small entrepreneurs to Fortune 500 companies in all federal and state courts, administrative boards and agencies at all levels.
Helping our clients stay out of the courtroom by limiting or preventing liability is a key element in our approach to business disputes.
Non-Profit and Tax Exempt Organization
Many tax-exempt and non-profit organizations are created by our business owners and institutions to promote the welfare of others and generous donations of time and money to help others. Our business attorneys work with institutions, colleges, trade associations, civic leagues, business leagues, boards, chambers and other clubs.
Our attorneys are experienced in corporate, tax, compliance, regulatory and governmental requirements and relations.
Patents, trademarks and copyrights are a few of the most valuable assets of a business, but evaluating and protecting those assets can be extremely complex. At Cummings, McClorey, Davis & Acho, P.L.C., patent, trademark and copyright law is a key part of our intellectual practice. Our lawyers apply a pragmatic business approach to each client’s matters to obtain results consistent with client business needs.
Our clients include individuals, corporations, utilities, and educational institutions across the country. CMDA has extensive experience providing advice relating to validity and infringement of marks and registration as well as offering the capability to protect trademarks in litigation and prosecution before the U.S. Patent and Trademark Office.
Other services include:
- Registering trademarks and copyrights
- Negotiating and preparing licenses, assignments, security interests and other agreements for inventions, designs trademarks and copyrights
- Litigating and prosecuting all intellectual property rights
- Performing trademark and copyright audits
- Assist in naming products and services
- Due diligence in commercial transactions of all kinds.
Attorneys in our intellectual property practice group understand and appreciate the importance of patents for commercial success. Patents are valuable assets, and he is committed to protecting them for our clients.
CMDA strives to provide clients with the strongest and broadest intellectual property protection. Our attorneys provide clients a full range of patent law services, including:
- Preparing and negotiating patent licenses
- Preparing, filing, and prosecuting United States and international patent applications
- Researching and writing opinion letters on patent issues
- Preparing concise, effective patent claims
- Conducting due diligence investigations of patent portfolios
- Litigating patent disputes in court, on appeal, or in arbitration
- Writing and answering cease and desist letters
- Working closely with clients on invention disclosures and records of invention.
Developing and implementing a suitable intellectual property strategy is critical to the growth of a business. Regardless if a client’s innovative idea is big or small, it is important to have a trustworthy attorney with the knowledge and skill necessary to protect the idea. Patent law is national in scope and is not state or county regulated. By its very nature, it encompasses the entire country, which is important in that the protection a client is seeking for their invention will also be national in scope. Therefore, a patent law attorney does not need to be admitted to practice law in the same state as the individual or business entity that is seeking patent law services.
Commercial litigators have successfully defended small businesses and large corporations against aggressive trustees and debtors in bankruptcy court in the following areas:
- Preference Claims under 11 USC 547
- Fraudulent Transfer Claims under 11 USC 548
- Post-petition transactions under 11 USC 549
- Defense against improper strip-offs and cramdowns in reorganization plans
- Defense in 2004 Exams
- Representation during Initial Meetings of the Creditors (341 hearing)
Our commercial litigators have also successfully prosecuted claims on behalf creditors in the following areas:
- Proofs of Claim
- Reaffirmation Agreements
- Fraud and Theft Litigation
- Adversary Proceedings to determine creditor ownership of property in order to remove it from the bankruptcy estate
- Adversary Proceedings to Determine the Dischargeability of a Debt
- Adversary Proceedings to Determine the Validity and Priority of a Lien
- Motions to Lift the Automatic Stay
Sports and Entertainment Law
We represent clients in the sports and entertainment industry including a variety of prominent athletes, entertainers, media personalities and companies.
Our experience in the sports and entertainment world specifically qualifies us to address and negotiate matters that are unique to sports and entertainment law. And, because many of our sports and entertainment clients have needs similar to our business and development clients, this expertise enables our attorneys to provide unique and quality representation.
Our services in this area include:
- Preparing and negotiating agreements relating to development, licensing, endorsement, personal appearances, employment and personal services
- Drafting talent, broadcast, television, radio and other media agreements
- Facilitating joint ventures, mergers and acquisitions
- Negotiating and drafting contracts
- Litigating disputes including those relating to contract, employment and intellectual property disputes.
Health Care Law
CMDA offers life sciences and health care industry leaders’ deep sector knowledge, legal expertise, and commercial and government insight to meet the needs of our clients. Companies operating in the health care and life sciences face an increasingly complex transactional, political, and competitive landscape. CMDA has built a reputation for successfully representing companies in complex corporate and regulatory matters, key transactions and high-profile litigation.
Health care providers are subject to more complex regulations and greater scrutiny than ever. Our attorneys understand that keeping clients compliant with the array of regulatory requirements requires a proactive and comprehensive approach. We provide guidance in developing, implementing and enhancing corporate compliance programs to meet these regulatory demands.
We understand that in order to innovate and stay on the cutting, you need the peace of mind that comes with knowing your medical facility is well-protected. Our knowledgeable attorneys are well versed in the ever-shifting complex maze of state and federal laws governing the health care industry. This enables us to address client-specific risks and goals and to anticipate the common regulatory triggers. The result is thorough and effective compliance programs, policies and procedures related to specific compliance risk areas and consistent with the unique needs and resources of a particular client pertaining to:
- Medicare, Medicaid and other third-party payer billing
- Medicare, Medicaid and third-party payer reimbursement
- HIPAA Compliance
- Licensure and Accreditation
- Stark Law, False Claims Act and Anti-Kickback Statute
- Fraud and Abuse Claims
- Record Keeping and Reporting
- Physician Recruitment
- Strategic business consultations of hospitals and physician-owned practices
- Development, acquisition, construction, ownership, and leasing of medical facilities
Our Firm is comprised of attorneys across numerous practice areas who are dedicated to assisting clients who help save patients’ lives and preserve their health, whether through biotechnology, pharmaceuticals, medical devices, life sciences, or delivering health care. CMDA takes pride on using a team approach to legal issues- and health care law is no different. As part of this full circle philosophy, clients have the ability to utilize the expertise of the entire Firm, including if your legal needs involve real estate mattes, labor and employment law issues, insurance matters, mergers and acquisitions, employee benefits and ERISA, tax and tax-exemption issues, intellectual property, and litigation.
Our law firm has a long history of representing clients in administrative proceedings before various state boards and licensing agencies and commissions governed by the Michigan Administration Code. We have extensive experience before various state agencies developing and implementing compliance and governance programs for our business clientele.