Mr. Haffey represents privately-held business clients through the life cycles of their businesses, handling routine and complex business transactions in a wide assortment of industries, including manufacturing, automotive, franchising, health care and information technology. Where appropriate, Mr. Haffey works with other attorneys in the firm, such as real estate specialists or litigation attorneys, or coordinates with outside counsel.
Representative projects are described below.
Clients routinely seek Mr. Haffey’s assistance in forming a new business. Mr. Haffey helps them with the selection of an appropriate legal entity, such as a C corporation, S corporation, limited liability company or other, including an analysis of tax and non-tax issues. Mr. Haffey also assists in the preparation and filing of documents to form the entity, such as articles of incorporation for a corporation or articles of organization for an LLC, bylaws, operating agreements and other documents.
Other important considerations in forming a business that Mr. Haffey can help with are equity and debt funding, the protection of key assets, securing of offices or facilities, and the engagement of key employees and service providers.
Mr. Haffey helps clients think through important issues in designing the internal organizational structure of their business, such as the contributions to be made by the owners, who will perform what roles in the business, the allocation of voting and decision-making to the appropriate decision-makers and the appropriate thresholds for decisions, the compensation or returns on investment to be paid to the owners, and the exit strategy and buy-sell terms in the event an owner is to leave the business. These issues are handled differently by each client, and Mr. Haffey helps to ensure they are properly reflected in the organizational documents of the business.
Ongoing Corporate and Commercial Transactions.
Through the life of a business, it engages in a multitude of corporate and commercial transactions. These may include the admission of new owners or the departure of owners, the engagement of key employees, service providers or strategic partners, dealings with vendors and customers and the leasing of space or equipment. Most such dealings are based on contracts of some sort, and Mr. Haffey can help.
Certain industries, such as automotive manufacturing, use customary legal documents, such as purchase orders, acceptances and terms and conditions, and operate under the Uniform Commercial Code. In other industries, such as information technology, where there may be a series of project over time, it is customary to use a Master Agreement with Statements of Work. Mr. Haffey has extensive experience in such contracts and transactions.
The protection of confidential, proprietary information and trade secrets is critical to businesses these days. This can be accomplished with patent filings, trademark registrations, confidentiality agreements and similar measures. Mr. Haffey handles some of these matters directly, and can coordinate with patent or intellectual property counsel as to others.
Franchising and Distribution.
Franchising is a highly regulated business form, subject to both federal and state regulation. There are detailed requirements for the preparation of Franchise Disclosure Documents (FDD) and Franchise Agreements, and many states require registration and approval of the legal documents before a business may sell franchises in the state. A franchise business has complex dealings with its franchisees, beginning with the initial sale of a franchise, training and opening assistance, compliance and sanctions for non-compliance, disputes with franchisees or between different franchisees, handling marketing and advertising matters and funds, franchise renewals and transfers, and dealings with vendors. A franchise business often coordinates the offering of goods and services to its franchisees by approved vendors, and may act as a vendor itself as to certain items. Mr. Haffey has a long history of representing franchise companies.
Mr. Haffey is also experienced in representing automobile dealerships, which are subject to an entirely separate dealership statute. Like business clients generally, Mr. Haffey has assisted auto dealership clients with securing and developing facilities, family business succession, mergers and acquisitions and general corporate matters.
Mergers, Acquisitions and Family Succession.
Some privately-owned businesses are active in the acquisition of other businesses. Most privately-owned businesses reach a point at which the owners desire to liquidate their investment or transition the business to the next generation. These are complex transactions that should not be undertaken by generalists. Mr. Haffey has extensive experience in these transactions.
Family businesses can provide great opportunities for jobs and careers for family members, but they have dismal survival rates from one generation to the next. This is largely due to the layering of family relationships over the business, and the failure to treat the business as a business. Mistakes include treating children equally instead of according to their value to the business, designating positions in the business according to the family hierarchy instead of the level of skill and expertise of the individuals, treating the business like the family “cookie jar” and ownership and voting power being held by family members who do not participate in the business. These issues increase in complexity as the business moves from generation to generation due to the increase in families and family members. An advisory board comprised of non-family professional advisors can help with these issues.
Where family succession is not an option, a third party sale may be. Mr. Haffey has extensive experience in such transactions. Our “bread and butter” are transactions up to $100 million. Mr. Haffey can assist with the engagement of an investment banker, strategic planning, tax planning, analysis of transaction structure, due diligence, preliminary agreements, negotiation, documentation, financing, closing and post-closing matters. Representative transactions include:
- Sale of multi-location hospital-based medical practice to national company
- Sale of family-owned automotive supplier of molded and mold-bonded rubber parts to international publicly-traded company
- Sale of multiple-unit group of franchised restaurants
- Sale of specialty foam products business to international publicly traded company
- Sale of automotive consulting group to international publicly-traded company
- Sale of company engaged in application of coatings to threaded fasteners
- Combination of stock and asset sale of medical billing business to publicly-traded company
- Numerous sales or acquisitions of auto dealerships
- Merger of beauty products distributor and five affiliates with gross sales of $18 million
- Sale of chain of physical therapy facilities to national, publicly-traded company
- Sale of stainless steel processing company with multiple-state locations to foreign-owned conglomerate
With a Master of Laws degree in Taxation, Mr. Haffey is able to analyze tax issues in merger, acquisition and corporate transactions. Also, with the popularity of LLCs as a business form, Mr. Haffey is able to analyze the partnership tax issues inherent to most LLCs. In addition, Mr. Haffey has many years’ experience in representing clients in disputes with the IRS and state tax authorities.
With recognized expertise in corporate and transactional matters, Mr. Haffey has served as an expert witness in litigations concerning such matters.