Troy sits in Oakland County, home to a concentrated base of automotive engineering firms, professional services companies, and specialty manufacturers that operate a step removed from the OEM plants in Detroit. Acquisition Stars' Novi office is roughly twenty minutes from Troy, close enough for in-person meetings when a deal calls for one. Purchase agreement work in this market runs heavily toward asset purchase agreements, since a Troy buyer typically wants specific equipment, customer contracts, and key employees rather than the entire selling entity.
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Local deal context
An asset purchase agreement lets a Troy-area buyer choose which assets, contracts, and liabilities to acquire rather than taking on the seller's entire entity. That selectivity is the main reason asset purchase agreements are more common than stock purchase agreements in this market: a buyer acquiring a Troy business typically wants the equipment, customer relationships, and key staff, without inheriting litigation exposure or contracts the buyer has no interest in continuing.
Michigan does not require an asset purchase agreement itself to be notarized for it to bind the parties. Notarization becomes relevant only when the deal includes a transfer of real property, an owned manufacturing facility or office building, since the deed itself must be notarized before the county will record the transfer. Most of a Troy asset purchase, the agreement, the bill of sale, and the assignment documents, is executed by signature alone.
If a Troy business has financed its equipment or inventory, a lender may have filed a UCC-1 financing statement against those assets, and a buyer's counsel checks for these filings before closing. The purchase agreement typically requires the seller to pay off the underlying debt and obtain a lien release, or structures the payoff directly out of the closing proceeds, so the buyer does not take the assets subject to someone else's lien. Getting these liens identified early in due diligence, rather than a few days before closing, keeps the closing date from slipping.
Legal landscape in Michigan
Non-compete lawsEnforceable under statutory framework (MARA). Reformation available.
Filing requirementsEntity 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.
Michigan regulatory noteThe Michigan Attorney General reviews acquisitions involving nonprofit hospitals and healthcare systems. The Michigan Department of Insurance and Financial Services (DIFS) reviews insurance company and financial institution ownership changes.
Michigan regulatory noteMichigan has not enacted significant recent changes to its M&A-related laws. The state continues to refine its Corporate Income Tax regulations and conformity with federal provisions.
How We Work
1
Deal Terms Review
We review your Troy transaction's letter of intent or proposed terms, flag gaps in the risk allocation, and set a drafting strategy before the first draft goes out.
2
Purchase Agreement Drafting
Alex Lubyansky drafts or marks up the asset purchase agreement, addressing representations, indemnification, and closing mechanics specific to the assets and liabilities changing hands.
3
Lien and Title Clearance
We identify UCC-1 filings and other liens against the assets being sold, and coordinate payoff and release so the buyer receives clean title at closing.
4
Closing and Free Consultation
We manage the closing checklist, disclosure schedules, and signature process through to a completed transfer. A free consultation is where we start scoping your Troy deal. Request an engagement assessment to begin.
Frequently Asked Questions
Common questions from Troy clients
What representations and warranties are standard in a Troy asset purchase agreement?
Standard representations cover the seller's authority to sell, clean title to the assets being transferred, the accuracy of financial statements, compliance with applicable law, the status of material contracts, and disclosure of any pending or threatened litigation. For a manufacturing or engineering business, representations about equipment condition are also common. The specific representations negotiated should match the actual risk profile of the business being sold, not a generic template.
How do UCC liens affect an asset purchase agreement in Michigan?
If a Troy business has financed equipment or inventory, a lender may have filed a UCC-1 financing statement against those assets. A buyer's counsel checks for these filings before closing, and the purchase agreement typically requires the seller to pay off the underlying debt and obtain a lien release, or structures the payoff directly out of closing proceeds, so the buyer does not take the assets subject to someone else's lien.
What indemnification terms are typical in a Michigan asset purchase agreement?
Indemnification provisions set how long the seller remains responsible for breaches of representations after closing, commonly twelve to twenty-four months for general representations, and whether any purchase price is held back in escrow to secure that obligation. Fundamental representations, like title to the assets and authority to sell, often carry longer or uncapped indemnification periods than general business representations.
What ancillary documents come with a Troy business asset purchase?
Beyond the purchase agreement itself, a Troy asset sale typically includes a bill of sale transferring the assets, an assignment and assumption agreement for contracts being transferred, a non-compete or non-solicitation agreement for the selling owner, and, when key employees are staying on, an employment or consulting agreement. Each document needs to align with the terms set in the purchase agreement rather than introduce inconsistent language.
Does an asset purchase agreement need to be notarized in Michigan?
Generally, no. Michigan law does not require an asset purchase agreement itself to be notarized for it to be a valid, binding contract. Notarization becomes relevant only for specific documents inside the transaction, most commonly a deed transferring real property, which does need to be notarized before it can be recorded with the county. The purchase agreement, bill of sale, and most ancillary documents are executed by signature alone.
Can you back out of a purchase agreement in Michigan?
It depends on when you try to back out and what the agreement says. Before a purchase agreement is signed, either party can generally walk away, subject to any binding provisions in a signed letter of intent, such as exclusivity or confidentiality. Once the purchase agreement itself is signed, it is a binding contract, and backing out without a contractual basis, such as an unsatisfied closing condition or a termination right, can expose the withdrawing party to a breach of contract claim.
Who drafts the asset purchase agreement in a Troy business sale?
Either side's counsel can draft the first version, and practice varies by deal. When Acquisition Stars represents the buyer, Alex Lubyansky typically drafts the initial agreement to set the terms. When representing the seller, the firm reviews and negotiates the buyer's draft. What matters more than who drafts first is having counsel review every representation, warranty, and indemnification term before signature, since those terms allocate risk regardless of which side wrote them.
How is working capital handled in a Michigan asset purchase agreement?
Most Troy-area asset purchase agreements set a working capital target based on a trailing average, then true up the purchase price after closing against the actual working capital delivered. Getting the target and the calculation methodology defined clearly in the purchase agreement, not left for a post-closing argument, is one of the more common sources of dispute in an otherwise smooth closing.
What is the difference between an APA and an SPA?
An asset purchase agreement (APA) lets you select specific assets and liabilities to acquire, giving you more control over what transfers. A stock purchase agreement (SPA) transfers ownership of the entire entity, including all assets and liabilities. The right choice depends on tax considerations, liability exposure, and the specific deal structure your transaction requires.
Why do I need an attorney for my purchase agreement?
The purchase agreement is the single most important document in your deal. It allocates risk between buyer and seller through representations, warranties, indemnification, and closing conditions. A poorly drafted agreement can leave you exposed to liabilities, overpayment, or post-closing disputes that could have been prevented.
How long does it take to draft a purchase agreement?
A first draft typically takes 5 to 10 business days depending on deal complexity. Negotiation and revisions can add 2 to 4 weeks. Acquisition Stars is built for speed, and Managing Partner Alex Lubyansky keeps the drafting process moving so your deal stays on track.
What should a purchase agreement include?
A well-drafted purchase agreement addresses purchase price and payment terms, asset or stock transfer mechanics, representations and warranties from both parties, indemnification obligations and caps, closing conditions and deliverables, post-closing adjustments, and non-compete and transition terms. Every provision should be tailored to your specific transaction.
Can you review a purchase agreement the other side drafted?
Yes. Reviewing and marking up the other side's draft is one of the most common engagements we handle. We identify terms that are unfavorable, missing protections, and hidden risks, then negotiate revisions that bring the agreement in line with your interests and standard market terms.
What can I expect during an initial consultation in Troy?
During your confidential initial consultation in Troy, we'll discuss your purchase agreement 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 Troy?
Yes, we represent clients nationwide while maintaining a strong presence in Troy. Our managing partner handles purchase agreement 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
Tools to Support Your Purchase Agreement Attorney Process
Working capital targets, indemnification caps, and lien payoffs all move through the purchase agreement at once. The Price Negotiation Calculator and Working Capital Calculator help a Troy buyer or seller model those terms before they are locked into a signed agreement, and a free consultation is where we walk through how they apply to your specific deal.
These are the items we see derail purchase agreement law transactions in the Troy 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.
"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."
2
Troy local regulatory exposure
Local regulatory
Michigan Department of Attorney General Securities Division handles Blue Sky. Michigan's Uniform Securities Act governs Reg D notice filings.
3
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.
What We Do
Alex Lubyansky handles purchase agreement law work for buyers and sellers in Troy and across the country. Here is what that looks like:
Asset purchase agreement (APA) drafting and negotiation
Stock purchase agreement (SPA) drafting and negotiation
Representations and warranties tailored to your deal
Indemnification, escrow, and holdback structuring
Closing conditions and deliverables coordination
SBA-compliant purchase agreement documentation
Seller financing and earnout provisions
Ancillary documents including non-competes, transition agreements, and employment agreements
Who We Serve
These are the clients we serve best:
Buyers who need an asset purchase agreement drafted from scratch
Sellers reviewing a buyer's proposed purchase agreement
SBA-financed buyers who need lender-compliant transaction documents
Business brokers whose clients need legal review of purchase terms
Attorney perspective on purchase agreement attorney matters in Troy
"An asset purchase agreement is where a buyer either gets what they thought they were buying or finds out six months later that a key contract never actually assigned. The drafting has to answer that question before signature, not after."
Alex Lubyansky, Senior Counsel
On asset purchase agreement precision (Client engagement letter)
15+ years of M&A transaction experience·Senior counsel on every engagement·Admitted in Michigan, practicing nationwide
