LOI Attorney in Michigan

By Alex Lubyansky Managing Partner Last updated October 28, 2026

Acquisition Stars advises buyers and sellers on loi attorney matters across Michigan.

Serving clients across Michigan.

LOI Attorney Practice in Michigan

Acquisition Stars advises buyers and sellers on loi attorney matters across Michigan. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Michigan Transaction Considerations

Michigan's automotive industry creates unique M&A considerations, including complex supply chain contracts, UAW labor agreements, and environmental liabilities at manufacturing sites
Michigan's Antitrust Reform Act provides a statutory framework for non-competes that differs from the common-law approaches of neighboring states
Michigan Renaissance Zone benefits (tax-free zones) may be relevant to acquisitions of businesses operating in designated areas

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Michigan Legal Framework for Letter of Intent Law

Non-Compete Agreements

The LOI should state the seller covenant in terms the state will enforce, or the term sheet promises what the purchase agreement cannot deliver.

Enforceable under statutory framework (MARA). Reformation available.

Enforceable under the Michigan Antitrust Reform Act (MARA), MCL 445.774a. Non-competes must be reasonable in duration, geographic area, and type of activity. Michigan courts apply the "rule of reasonableness" and may reform overbroad covenants. Typical enforceable periods are 1-3 years depending on the circumstances.

Tax Considerations

Tax clearance and successor liability rules decide which closing conditions the LOI should reserve.

Michigan imposes a 6% Corporate Income Tax (CIT) on C-corporations. Pass-through entities are generally not subject to entity-level tax. Michigan uses a single sales factor apportionment formula with market-based sourcing. The state repealed its Michigan Business Tax in 2012 and replaced it with the simpler CIT.

Filing Requirements

Spousal consent, entity filings, and clearance certificates belong on the LOI's closing-deliverables list.

Entity mergers and conversions are filed with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division. Annual reports are required. Certain regulated industries require separate filings.

Bulk Sales / Asset Purchases

Creditor notice periods set the earliest closing date the LOI can promise.

Michigan has repealed UCC Article 6 (Bulk Sales). The Michigan Department of Treasury can impose successor liability on asset purchasers for the seller's unpaid taxes. Buyers should request a tax clearance letter before closing.

The federal framework for a letter of intent

A letter of intent sets the framework for a business sale before either side commits real money to due diligence. It records the price and structure the parties have agreed to explore, sets an exclusivity period that keeps the seller from shopping the deal elsewhere, and lays out a target closing calendar the rest of the transaction will be built around.
Most of an LOI's business terms are deliberately non-binding, subject to what diligence and the definitive agreement negotiation later confirm. A narrower set of provisions, typically exclusivity, confidentiality, and any expense reimbursement or break-up provision, do bind the parties from signature. Which category a given term falls into is the question worth resolving before signing, not after.

A letter of intent can start the antitrust clock

An HSR-reportable acquisition cannot close until both parties file and the waiting period, 30 days after filing or 15 for a cash tender offer, ends, under 15 U.S.C. 18a. From February 17, 2026 the threshold is $133.9 million; exemptions can exclude a deal. Outside 16 CFR 801.30, filing requires an executed contract, agreement in principle or letter of intent and the affidavit in 16 CFR 803.5(b).

Sources: 15 U.S.C. 18a(a), 15 U.S.C. 18a(b)(1)(B), 16 CFR 803.5(b), FTC, New HSR Thresholds and Filing Fees for 2026

Confirm the current filing form before relying on the LOI

The FTC states that it is accepting HSR filings on the form and instructions that were in place before February 10, 2025, after a federal district court vacated the 2025 form on February 12, 2026 and the court of appeals denied a stay on March 19, 2026. Filers may still use the 2025 form voluntarily. The current text of 16 CFR 803.5(b) requires an affidavit that a contract, agreement in principle or letter of intent has been executed and that the filer intends in good faith to complete the transaction. It also still contains the dated-document attestation added in 2025. Because the appeal is pending, counsel confirms the accepted form, instructions and affidavit wording on the FTC premerger page at filing time. A letter of intent meant to support an early filing should describe the parties, structure and scope clearly enough to match what the filing describes.

Sources: FTC, HSR Notification Forms, Instructions & Guidance, 16 CFR 803.5(b)

Diligence focus for a letter of intent

Exclusivity period length measured against a realistic diligence and financing timeline
Which specific provisions bind at signature versus remain open to negotiation
Break-up fee or expense reimbursement triggers if either side walks away
Price and structure language written so the definitive agreement can actually deliver it
Confidentiality scope for materials shared before a definitive agreement is signed

Other M&A and Securities Services in Michigan

Acquisition Stars handles M&A transactions for Michigan clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

Purchase Agreement Attorney in Michigan Due Diligence Attorney in Michigan Business Acquisition Lawyer in Michigan Business Sale Attorney in Michigan M&A Attorney in Michigan

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Alex Lubyansky leads every letter of intent law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

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We review every transaction inquiry within one business day.