Practice Areas
Fildew Hinks represents and assists a variety of business owners and their businesses, of every size and complexity, including corporate, closely-held, partnerships, limited liability corporations, professional practices, family operations, and sole proprietorships. We understand the demands placed upon business owners, and assist them in addressing those matters which are a part of their business operations, including business planning, transactions, transfers, litigation, mergers, acquisitions, venture capital, corporate reorganizations and work-outs, employee and employment matters, OSHA issues (inspections, compliance), non-compete agreements, business break-ups, appropriate usage of tax-free exchanges, ERISA (issues, litigation, and compliance), trade secret protections and claims, trademark registration, patent protection, minority-shareholder issues, joint ventures, contract and document drafting, equipment ( purchase, sale and leasing), all aspects of financing arrangements, pensions, tax matters (federal, state, local, personal property), real estate matters including conveyance, leasing, environmental issues (inspections, reports, remediation, compliance) and property tax. We understand that business owners confront new and difficult legal issues on a variety of fronts; we understand that business owners, first and foremost, want to operate their businesses and plan and control their business future: we are privileged that business owners look to us to help them do just that.
We have been involved in all aspects of capital raising transactions for emerging businesses including seed and angel financings, mezzanine financings, venture capital financings and recapitalizations.
Our services for company representation include:
Advising clients on structure alternatives;
Preparing and negotiating letter of intent, term sheets and memoranda of understanding;
Preparing and negotiating definitive offering documents, including purchase agreements, subscription agreements, option agreements, registration and other rights agreements, shareholder agreements; and
Preparing and reviewing private placement memoranda and other information statements.
Our services for fund and investor representation include:
Advising clients in all aspects of fund formation, including preparing offering memoranda, subscription documents, limited partnership agreement, and limited liability company agreements; and
Negotiating and drafting definitive investment agreements in portfolio companies.
We have experience in all of the major corporate disciplines that are necessary to assist a client in bringing a transaction to a successful closing. We have assisted clients in a wide variety of acquisition, merger, divestiture or sale transactions in diverse industries including banks, technology/software, retailers, energy companies, manufacturing and industrial companies, automotive suppliers, pharmaceutical companies, health care providers and hospitals, financial services companies and entertainment companies.
Depending on the transaction, our M&A services include:
Negotiating investment banker and other financial advisor engagement letters
Counseling on deal structure, tax implications and preliminary organizational planning
Preparing for and managing the due diligence process
Drafting and negotiating confidentiality and exclusivity agreements
Crafting estate planning strategies
Advising companies seeking to acquire distressed companies and assets out of bankruptcy, including Section 363 transactions
Advising boards and special committees on the transaction process and applicable fiduciary duties
Preparing proxy materials for stockholder approved transactions
Drafting and negotiating transaction documents
We have counseled boards and board committees on a wide spectrum of governance matters including:
Director and officer fiduciary duties and responsibilities
Management and third party buyout proposals
Succession planning
Executive compensation and termination arrangements
Internal investigations
We have also assisted clients in the preparation of new governance procedures and policies such as:
Committee charters and pre-approval policies
Codes of Ethics
Corporate governance guidelines
Whistle-blower policies and procedures
We have also counseled a wide-variety of privately held and nonprofit entities so that they can improve their governance regime.
At Fildew Hinks we counsel our clients on a wide range of taxation and tax issues, from corporate and business taxation of all types, to individual taxation issues, to Trust and Estate taxation, including the preparation and filing of Federal Estate Tax returns. The necessity for our business, trust, estate, and individual clients to remain current on tax issues and compliance means that we regularly address such tax matters and the related tax implications of corporate taxation, tax audits and controversies, tax litigation, estate and trust tax and tax returns, taxable and tax-free mergers and acquisitions, ,joint ventures, executive compensation, IRA transfers, charitable giving and tax-exempt organizations, financial transactions both personal and business-oriented, and state and local taxation. At Fildew Hinks we recognize the prominent position that taxation asserts in the lives and businesses of our clients: we stand ready to address those concerns.
At Fildew Hinks, this is yet another area of practice which has earned us a place in the lives of our clients: second and third generations of many of our clients have looked to us for assistance for their own estate plans. We are proud of such continuity, but we also understand that this means providing the most current and appropriate estate and tax planning advice possible, in the context of each individual's circumstances. This means reviewing an array of possible approaches with the client, and then preparing the particular estate plan documents in the manner most likely to assure that our client clarifies their intentions, and that the documents carries out their goals. With so many possible factors affecting today's estate-planning client, such as multiple-state property holdings, possible community-property issues, children from different marriages, pre-nuptial agreements, alternative lifestyle partners, adoption, co-habitation, legal residence, special-needs children or grandchildren, and a variety of possibly-applicable state laws, there is little or no room for the notion of a "one-size-fits-all" estate plan. But we at Fildew Hinks also recognize that the abiding principle in estate planning is still that of making provision and protection for those we love--- which can be done through the proper documents. In some instances, a straightforward Will may be sufficient; in other instances, a Trust (or an additional particular type of Trust), or a more sophisticated multi-document approach would be best. Estate plan goals for us at Fildew Hinks are the same as our client's goals: the assurance that the documents reflect their intentions, will withstand challenge, and will carry out their directives.
Fildew Hinks attorneys are experienced practitioners in the Probate Courts. We address matters of Guardianship and Conservatorship appointments, which sometimes call for equal measures of both tough resolve, and compassion, when dealing with a family confronting the difficult circumstance of a vulnerable and failing family member. Fildew Hinks attorneys also assist many, many clients in the administration of a decedent's estate in the appropriate County Probate Court. We work with out-of-state counsel if an ancillary probate is required elsewhere, and act as such ancillary counsel in Michigan if needed. Further, we regularly represent clients in other matters addressed in the Probate Court, such as a modification of a trust, or a termination of a trust, Will litigation, and Trust litigation. We have represented both corporate and individual Will and Trust beneficiaries, and have also represented individual and corporate fiduciaries such as trustees and Personal Representatives, in other instances, thus providing a wide range of both perspective and experience. Unlike some other forums, Probate Court is sometimes hallmarked by anxiety which may accompany strained family relationships. We understand those difficulties, and undertake the tasks with our client's interests first and foremost, but also with the courtesy and professionalism which Probate Court Judges expect and require.
Fildew Hinks has assisted clients in the formation of charitable entities, including 501(c)(3) foundations, and has continued to assist those clients with tax return filings, and any issues relating to the documentation and operation of the charitable foundation. We have also assisted clients in the consideration of establishing private foundations, and in the possible advantages of using community-based foundations.
The historical center of the foundation of law in most societies is Real Property, and its ownership, usage, transfer, and interests are all a part of the legal processes which almost everyone encounters at some point in their lives. Our clients' varying interests in real estate, whether residential, commercial, industrial, retail, office, vacation home, vacant land, or apartment rental, affects many aspects of their own lives, either in a personal or a business context, and often in both spheres. We at Fildew Hinks address those real property interests, including purchase, sale, and lease transactions, zoning and land use, property tax issues and related tax assessments, quiet title actions, landlord-tenant matters, transfer-of-title in estate-planning contexts, and title clearance matters, in a wide variety of circumstances. Representing a client in the acquisition of a client's new facility for expanded business operations is an important event, and we value those opportunities to do so. We also value the opportunity to assist in the closing on the sale of a client's home, as both events are milestone for our clients, and therefore important to us, too.
Fildew Hinks attorneys are experienced in practice before Administrative Law Boards, and assisting our clients in timely document preparation and the related presentations before such Boards. Our attorneys are also experienced practitioners in representing our clients before Arbitration and Mediation panels. An additional bonus we provide for our clients is the experience gleaned from several of our attorneys' services as Arbitration and Mediation panelists themselves, on matters unrelated to our clients' interests. The resulting perspective is one of knowledge of the processes inside and out, from both sides of the table.
Fildew Hinks has represented a southeastern Michigan municipality for over 50 years, and continues that important work on numerous and varying fronts: taxation, right-of-way issues, state and local property taxation, city council actions, election law, real property acquisition, Open Meetings Act, Freedom of Information Act, Downtown Development Authority, municipal court matters and all other municipal matters.
Fildew Hinks has represented various collectively bargained Pension and Benefit Funds since the passage of the Taft-Hartley Act in 1947. The Firm has represented Fund Trustees in litigation to recover unpaid fringe benefits with a specialty in alter ego/successor liability.
