Ann Arbor's M&A market is shaped by the University of Michigan's research commercialization pipeline, a growing biotech and medtech corridor, and the ongoing transformation of Michigan's automotive supply chain toward EV and autonomous vehicle technology. Whether you are acquiring a life sciences startup spun out of UM research or purchasing an established manufacturing business in Washtenaw County, the legal work requires counsel who understands IP-heavy deal structures, regulatory considerations, and Michigan-specific transaction mechanics. Our managing partner handles every engagement directly from LOI through closing.
Share the basics. Alex reviews every inquiry personally.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
What We Do
Alex Lubyansky handles mergers & acquisitions law work for buyers and sellers in Ann Arbor and across the country. Here is what that looks like:
Mergers and acquisitions (buy-side and sell-side)
Due diligence and risk assessment
Purchase agreements and transaction documents
Asset purchases and stock purchases
Merger integration planning
Earnouts and contingent consideration
Representations and warranties
Post-closing disputes and adjustments
Who We Serve
We work best with people who know what they want and are ready to move:
Companies looking to acquire competitors or complementary businesses
Business owners planning to sell their companies
Private equity firms executing buy-side mandates
Companies facing unsolicited acquisition offers
Strategic buyers seeking bolt-on acquisitions
Family-owned businesses planning succession through sale
See If Your Deal Is a Fit
Tell us what you are working on. We respond within one business day.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Our Process
A structured, methodical approach to mergers & acquisitions law
1
Transaction Planning
We work with you to define deal objectives, identify targets or buyers, and develop an M&A strategy aligned with your business goals.
2
Due Diligence
Our team conducts comprehensive legal, financial, and operational due diligence to identify risks and opportunities.
3
Deal Structuring
We structure the transaction for optimal tax treatment, risk allocation, and regulatory compliance, whether as a stock purchase, asset purchase, or merger.
4
Negotiation & Documentation
We negotiate letters of intent, purchase agreements, and all transaction documents to protect your interests and facilitate a smooth closing.
5
Closing & Integration
We manage the closing process and provide post-closing support for integration, earnout disputes, and transition matters.
We don't take every matter. Here is what happens when you reach out.
1
Personal Review (Within 24 Hours)
Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.
2
Fit Assessment
We evaluate whether your deal aligns with our practice. Not every matter is a fit, and we will tell you directly if it is not.
3
Initial Conversation
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
4
Clear Engagement Terms
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Request Your Ann Arbor Engagement Assessment
Alex Lubyansky handles every mergers & acquisitions law engagement personally.
15+ years of M&A experience. Nationwide. One attorney on every deal.
Request Engagement Assessment
We review every transaction inquiry within one business day.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Questions to Ask Any M&A Attorney Before Hiring
Use these before you call any firm, including ours.
1. "Who will actually handle my transaction?"
At many firms, a partner sells the work and a junior associate does it. Ask for the name of the attorney who will draft and negotiate your documents.
2. "How many M&A transactions has the lead attorney closed in the past 12 months?"
Volume indicates current, active deal experience, not just credentials from years ago.
3. "What is your experience with my deal size and industry?"
A $500K SBA acquisition and a $50M PE deal require different skill sets. Make sure the attorney has handled transactions similar to yours.
4. "Will you coordinate with my CPA, financial advisor, and broker?"
M&A transactions require a team. Your attorney should work with your other advisors, not in a silo.
5. "How do you handle post-closing disputes?"
Reps, warranties, and indemnification claims surface months after closing. Ask whether the firm handles post-closing litigation or refers it out.
6. "What is your fee structure, and what drives cost?"
Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.
Frequently Asked Questions
Common questions from Ann Arbor clients
How does the University of Michigan's technology license affect an acquisition in Ann Arbor?
Many Ann Arbor startups operate under exclusive or semi-exclusive licenses from UM's Office of Technology Transfer. These licenses typically include milestone obligations, royalty payments, field-of-use restrictions, and provisions governing what happens on a change of control. Some licenses require UM consent before the company can be acquired, and the university may have the right to renegotiate terms or impose conditions on the new owner. This license review must happen during due diligence, before you sign a definitive purchase agreement. If the license is the core asset, its transferability and post-closing obligations drive the deal structure.
Are non-compete agreements enforceable in Michigan business acquisitions?
Yes. Michigan's Antitrust Reform Act (MCL 445.774a) permits non-compete agreements that are reasonable in duration, geographic scope, and the type of activity restricted. In the context of a business acquisition, courts generally enforce non-competes tied to the sale of a business more readily than employment non-competes. A two-year, geographically defined non-compete for a selling owner is standard in Michigan M&A transactions. This is a meaningful advantage for buyers compared to states where non-competes face stricter scrutiny.
What industries are driving M&A activity in the Ann Arbor market?
Ann Arbor's most active acquisition sectors include life sciences and biotech (driven by UM research commercialization), medical devices, automotive technology (EV components, autonomous systems, advanced materials), enterprise software and SaaS, and professional services. The city also sees consistent deal activity in healthcare practices, dental groups, and specialty clinics serving the university and surrounding communities.
What does an M&A attorney do?
An M&A attorney advises clients on all aspects of mergers and acquisitions, including transaction structuring, due diligence, contract negotiation, regulatory compliance, and closing. We represent buyers, sellers, and target companies in strategic transactions, private equity deals, and corporate restructurings.
How long does an M&A transaction take?
The timeline varies significantly based on transaction complexity, but typical M&A deals take 3-9 months from initial discussion to closing. Factors affecting timeline include due diligence scope, financing arrangements, regulatory approvals, and negotiation complexity.
Should I structure my acquisition as a stock purchase or asset purchase?
The choice depends on tax considerations, liability concerns, and transaction goals. Stock purchases are simpler but transfer all liabilities, while asset purchases allow selective acquisition of assets and liabilities but may trigger tax consequences. We analyze your specific situation to recommend the optimal structure.
What is due diligence in an M&A transaction?
Due diligence is the comprehensive investigation of a target company's legal, financial, operational, and commercial affairs. It helps identify risks, validate assumptions, inform purchase price, and shape deal terms. Thorough due diligence is essential for successful acquisitions.
How are M&A deals valued and priced?
Valuation methods include comparable company analysis, precedent transactions, discounted cash flow analysis, and asset-based valuation. Purchase price is negotiated based on valuation, market conditions, strategic value, and competitive dynamics. We work with financial advisors to ensure fair pricing.
How do Michigan non-compete laws affect mergers & acquisitions law transactions?
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.
What are the Michigan tax considerations for a business acquisition or sale?
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.
Does Michigan have a bulk sales law that affects business acquisitions?
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.
What can I expect during an initial consultation in Ann Arbor?
During your confidential initial consultation in Ann Arbor, we'll discuss your mergers & acquisitions law needs, review your current situation, assess potential challenges specific to Michigan, and outline a clear path forward. We'll explain our process, answer your questions, and determine if we're the right fit for your needs.
Do you work with companies outside of Ann Arbor?
Yes, we represent clients nationwide while maintaining a strong presence in Ann Arbor. Our managing partner handles mergers & acquisitions law matters across all 50 states, coordinating with local counsel where state-specific requirements apply.
Need Specific Guidance?
Submit your transaction details for a preliminary assessment by our managing partner
Submit transaction details and Alex will respond directly.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
The Ann Arbor M&A Market
Ann Arbor's M&A market is uniquely driven by the University of Michigan's massive research enterprise ($1.6B+ in annual research spending), which generates a continuous pipeline of biotech, healthcare IT, and deep-tech spinoffs reaching acquisition maturity. The city has become Michigan's premier tech startup hub, with companies in autonomous vehicles (from the Mcity testing ground), AI/ML, medical devices, and SaaS emerging from the university's commercialization ecosystem. Ann Arbor's proximity to Detroit's automotive industry adds a layer of mobility-tech and connected vehicle deal activity.
Top M&A Sectors in Ann Arbor
Biotechnology & Life Sciences
Healthcare IT & Digital Health
Autonomous Vehicles & Mobility Tech
SaaS & Enterprise Software
Medical Devices & Diagnostics
Deal Environment
Ann Arbor's deal market is characterized by high-quality, IP-rich businesses that attract national strategic and financial buyers. Competition for proven biotech and health IT companies is intense, though earlier-stage spinoffs and services businesses offer more moderately priced entry points. The university's tech transfer office and local accelerators like Ann Arbor SPARK provide early visibility into emerging deal opportunities.
Why Acquire in Ann Arbor
Ann Arbor offers access to University of Michigan's elite engineering, medical, and business talent at a fraction of Silicon Valley's cost, and the city consistently ranks among America's most educated metros. Acquiring here positions buyers in a self-reinforcing innovation ecosystem where university research, hospital system demand, and startup talent create compounding value.
Michigan Legal Considerations
Michigan's non-compete statute requires agreements to be 'reasonable' in duration, geographic scope, and type of activity restricted, and acquirers of university spinoffs should note that the University of Michigan retains certain IP rights through its technology transfer agreements, making thorough intellectual property due diligence essential for any acquisition with university-licensed technology.
Ann Arbor M&A Market Insight
Ann Arbor sits at the center of Michigan's knowledge economy. The University of Michigan generates consistent deal flow through technology transfer and startup commercialization, particularly in biotech, medical devices, and software. The city's proximity to Detroit means automotive supply chain acquisitions are common, especially as Tier 1 and Tier 2 suppliers retool for electric vehicle production. Many of these transactions involve complex IP licensing arrangements with the university, SBIR/STTR grant obligations that transfer with the business, and regulatory considerations tied to FDA-cleared medical devices or ITAR-controlled automotive defense components. Ann Arbor's relatively high concentration of technical talent also means employee retention provisions and non-compete enforceability (Michigan permits reasonable non-competes under MCL 445.774a) are critical negotiation points in purchase agreements.
Common Deal Scenarios in Ann Arbor
1
Biotech or Medtech Startup Acquisition
Acquiring a life sciences company with roots in University of Michigan research involves IP due diligence that goes beyond standard commercial transactions. Key issues include reviewing the university license agreement (exclusivity, field-of-use restrictions, milestone obligations, and termination triggers), assessing FDA regulatory status for medical devices or therapeutics, evaluating SBIR/STTR grant compliance and novation requirements, and structuring earn-outs tied to regulatory milestones. The IP license from UM is often the most valuable asset in the deal, and its transferability must be confirmed early.
2
Automotive Supply Chain Acquisition
Michigan's EV transition has created acquisition opportunities among Tier 1 and Tier 2 automotive suppliers retooling or consolidating. These deals involve customer concentration risk analysis (dependence on one or two OEMs), equipment and tooling ownership review, environmental due diligence on manufacturing facilities, and assessment of long-term supply agreements. Purchase price allocation in manufacturing acquisitions has significant tax implications given the capital equipment involved.
3
Technology Company Acquisition in Washtenaw County
Ann Arbor's tech ecosystem produces SaaS, AI, and robotics companies that attract both strategic acquirers and PE buyers. Due diligence focuses on IP ownership (ensuring founders properly assigned IP to the company, especially if developed during university affiliations), recurring revenue quality, customer contract terms and renewal rates, and employee retention through equity rollover or stay bonuses. Michigan's non-compete statute allows reasonable restrictions, which gives buyers more protection than in states like California.
Why Ann Arbor for M&A
Ann Arbor combines a research university ecosystem, a retooling automotive supply chain, and a growing technology sector into one of Michigan's most active M&A corridors. The IP-intensive nature of many deals here requires counsel who can navigate university license agreements, regulatory milestones, and technical due diligence alongside traditional purchase agreement negotiation. As Michigan's home-state market, our firm has deep familiarity with the local deal landscape, the legal framework governing these transactions, and the professional networks that facilitate closings in Washtenaw County.
Michigan Legal Considerations for Mergers & Acquisitions Law
Non-Compete Laws
Enforceable under statutory framework (MARA). Reformation available.
Filing Requirements
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.
Key Michigan 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
Michigan Bar Authority
State Bar of Michigan (mandatory unified bar). Unified/integrated bar. Membership required to practice law in Michigan.
Business court: Michigan Business Court (established 2013) Established via 2012 legislation requiring circuit courts with three or more judges to create a specialized business docket. Business court dockets operate in Wayne, Oakland, Macomb, Kent, Genesee, Ingham, Kalamazoo, and other counties.
Michigan M&A Market Context
Detroit metro is the historic automotive supply chain M&A hub; Michigan also generates significant deal activity in automotive technology, healthcare, and advanced manufacturing.
Watchpoints
Common Ann Arbor Mergers & Acquisitions Law Pitfalls
These are the items we see derail mergers & acquisitions law transactions in the Ann Arbor market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
1
Michigan non-compete enforcement and earn-out exposure
State legal framework
Enforceable under statutory framework (MARA). Reformation available.
"An LOI is permission to look under the hood. Nothing more."
2
Michigan regulatory framework attorneys flag at LOI
State statute
Securities regulated by Michigan Department of Licensing and Regulatory Affairs (LARA) Corporations, Securities and Commercial Licensing Bureau (michigan.gov/lara). Michigan follows the Uniform Securities Act; Blue Sky notice filings required for Reg D.
3
Common mergers & acquisitions law mistake from the field
From Alex Lubyansky
Seller financing is a huge buzzword. Run analytics on where your inbound comes from and you'll see it. Speak publicly about seller financing and you will attract a massive amount of interest. The trouble is, the same buzzword attracts unqualified buyers. People without intent. People without funding. People without the ability or desire to actually move forward. I love the idea, and I love the possibility of a creative structure. But it's far less likely than the internet would have you believe. The unicorn opportunity that's completely seller financed, runs hands off, and flips at a massive multiple in months... that math doesn't really make sense. You see it constantly online because it works as a way to attract a large amount of interest. Just not necessarily qualified interest.
Guides and Resources
In-depth guides to help you prepare for your transaction
