Bruce W. Haffey

Bruce W. Haffey: Attorney with Giarmarco, Mullins & Horton, P.C. AV stamp icon
Attorney Awards

Biography

Bruce W. Haffey is a senior, highly-qualified business and tax lawyer with the firm of Giarmarco, Mullins and Horton, P.C. in Troy, Michigan, and is a member of its Board of Directors.

Mr. Haffey practices primarily in the areas of corporate law, commercial transactions, mergers and acquisitions, franchise and distribution law and tax law and for closely-held business clients engaged in a wide assortment of industries.

Mr. Haffey represents privately-held business clients throughout the life cycles of their businesses, from start-up through growth to exit strategy. He handles routine and complex business transactions in a wide assortment of industries, including manufacturing, automotive, franchising, health-care and information technology.

Mr. Haffey has been recognized by numerous professional organizations and publications, including The New York Times Top Attorneys in Michigan, Michigan Super Lawyers, dBusiness “Top Lawyers” and Leading Lawyers and is AV Rated by the American Bar Association.

Current

Giarmarco, Mullins and Horton, P.C.

Shareholder

Director; Member of Finance and Conflicts Committees

Leadership

•Giarmarco, Mullins & Horton, P.C.
•Board of Directors
•Finance Committee, Chair
•Conflicts Committee
•Michigan Bar Association
•Business Law Section, Council Member
•Chair, Small Business Forum

Recognition

NY Times Top Attorneys in Michigan
Michigan Super Lawyer
dbusiness, Top Lawyers
Leading Lawyers

What Does a Business Lawyer Do?

A business faces legal, contractual and regulatory issues in all dealings with its constituencies.

WE CAN HELP!

Primary Practice Areas

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.

Business Start-Ups.

Clients routinely seek Mr. Haffey’s assistance in forming new businesses. 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 organizational documents to form and structure the entity, such as articles of incorporation, articles of organization, bylaws, operating agreements, shareholder 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 executives, 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 projects over time, it is customary to use a Master Services 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 a business. 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 and highly regulated 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 respect the separateness of the business from the family. 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.

Tax Practice.

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.

Expert Witness.

With recognized expertise in corporate and transactional matters, Mr. Haffey has served as an expert witness in litigation concerning such matters.

Honors

“AV” Peer Review Rating from Martindale-Hubbell, the highest ranking by peers for general ethical standards and legal ability
•Michigan Super Lawyers
•dbusiness “Top Lawyers”
•NY Times Top Attorneys in Michigan
•Leading Lawyers

Speaking Engagements

“Tips and Take-Aways re. Business Succession Planning: A Survey of Recent Cases;” Michigan Defense Trial Counsel annual meeting
•“It’s Your Government and We’re Here to Help-Really!” program moderator; Michigan Bar Association Small Business Forum
•“Due Diligence in the Acquisition of a Dealership;” MACPA Automotive Dealers Conference
•“Business Entity Selection and Design;” Michigan Hispanic Chamber of Commerce
•“Business Entity Selection and Design;” Asian Pacific American Chamber of Commerce

Articles

Recent Articles

“Dispute with Minority Shareholder May Be Resolved by Cash-Out Merger,” MI Business Law Journal, Fall 2017
•“Making an S Election for an LLC - Easy but Not Simple,” Oakland County Bar Association, April 2015
• “Shareholder Oppression Update,” MI Business Law Journal, Fall 2014
•“Franchisors Beware: Pending Maine Legislation Will Make Franchise Life More Difficult,” February 2014
•“Internet Sales Tax Act Ripe for Passage?” May 2013
•“FCPA Successor Liability in Cross-Border Acquisitions,” December 2012
•“Safe Harbor for Deductibility of Success Fees in Business Acquisitions,” July 2011
•“Franchisor Entitled to Recover Post-Termination Damages,” July 2011
•“Advantage S Corporation,” July 2011

Blog

Bruce Haffey Presenting at MICPA Business Management & Corporate Leadership Forum

Feb 07, 2019 Events

GMH Law Senior Attorney Bruce Haffey to Present at MICPA Event Tuesday, February 19, 2019

LIVONIA, Mich. - Feb. 6: Giamarco, Mullins & Horton, P.C. is pleased to announce that senior business and tax lawyer, Bruce Haffey, will present at the Business Management & Corporate Leadership Forum’s Nite Owl Session at 5:10 PM on Tuesday, February 19, at the Laurel Manor in Livonia, MI.

Haffey’s session is titled: Working the Kinks Out of Working Capital, and is scheduled to run to 6:00 PM. The Nite Owl session will conclude the MICPA Business Management & Corporate Leadership Forum, an all-day, annual event hosted by The Michigan Association of Certified Public Accountants for industry professionals in accounting and financial leadership.

Haffey’s seminar is free for MICPA members, and $55 for non-members. The session will take place at Laurel Manor, which is located 39000 Schoolcraft Rd in Livonia, MI. For more information on the Business Management & Corporate Leadership Forum as a whole, please visit MICPA’s website.

Bruce Haffey represents privately-held business clients in a number of industries throughout the life cycles of their businesses. He has been recognized by numerous professional organizations and publications, including The New York Times’ Top Attorneys in Michigan.

Bruce W. Haffey published in the Fall 2017 issue of The Michigan Business Law Journal

Jan 10, 2018 Firm News

Bruce Haffey Featured in the Michigan Business Law Journal. “Dispute with Minority Shareholder May Be Resolved by Cash-Out Merger”

GIARMARCO, MULLINS & HORTON, P.C. CONGRATULATES ATTORNEY BRUCE HAFFEY ON HIS ELECTION TO COUNCIL OF THE BUSINESS LAW SECTION OF THE STATE BAR OF MICHIGAN

Oct 28, 2017 Firm News

Giarmarco, Mullins & Horton, P.C. is pleased to announce that Bruce Haffey has been elected to the Council of the Business Law Section of the State Bar of Michigan.

Mr. Haffey practices primarily in the areas of mergers and acquisitions of closely held businesses, corporate and LLC law and Franchise law. He handles routine and complex business transactions in a wide assortment of industries, including manufacturing, automotive, franchising, health-care and information technology.

Mr. Haffey has been recognized by numerous professional organizations and publications, including The New York Times Top Attorneys in Michigan, Michigan Super Lawyers, dBusiness “Top Lawyers” and Leading Lawyers and is AV Rated by the American Bar Association.

Giarmarco, Mullins & Horton, P.C. is ranked as the 12th largest law firm in Michigan. Founded 40 years ago, located in Troy Michigan, it is a full-service law firm with 60 attorneys. Areas of practice include corporate and business law, health care law, business transactions, estate planning, commercial litigation, governmental law, real estate, employment and labor law, and workers’ compensation. Giarmarco, Mullins & Horton, P.C. is named in Best Law Firms in America 2017, Tier 1. Inclusion in Best Lawyers in America is based on peer review in the legal profession.

Update: Fall Conference of the National Association of Dealer Counsel in Chicago

Nov 12, 2015 Events

I recently attended the Fall Conference of the National Association of Dealer Counsel in Chicago. The programs were timely, interesting and informative. We’ll provide greater depth in future posts, but there were interesting programs about the effect on dealerships of the VW emissions scandal, dealership compliance with data protection laws, direct and indirect regulation of financing by the Consumer Financial Protection Bureau (CFPB), and the use of personal goodwill to reduce taxes in a dealership buy-sell. Lots of good stuff.

Bruce W. Haffey to attend the NADC Fall Conference

Oct 26, 2015 Events

I will attend the National Association of Dealer Counsel fall conference in Chicago next week. I expect to hear a lot about the VW Emissions Scandal and its effect on dealers, an update on the dealership buy-sell environment and other important and timely topics. I will report some of the highlights next week after the conference.

Areas of Practice (29)

  • Business formation
  • organization and reorganization
  • Selection and design of business entity
  • including analysis of tax and non-tax issues.
  • Formation of corporations
  • limited liability companies and other business organizations.
  • Assistance with funding via private offering and other sources
  • protection of key assets
  • location of offices or facilities and engagement of key employees and service providers.
  • Shareholder agreements
  • buy-sell agreements and operating agreements
  • Contracts with key employees and independent contractors
  • Including incentive compensation
  • stock options and phantom stock plans
  • Family and non-family succession planning
  • Commercial transactions
  • Purchase orders
  • terms and conditions
  • master agreements
  • Contracts with vendors and customers
  • Consulting and independent contractor agreements
  • Franchise and distribution
  • Franchise agreements and disclosure documents
  • Franchise registration
  • Licensing
  • dealership
  • distributorship and other distribution arrangements
  • Mergers and acquisitions
  • Tax analysis and dispute resolution

Education & Credentials

Contact Information:
(248) 457-7140  Phone
gmhlaw.com
University Attended:
University of Michigan, B.A., Economics
Law School Attended:
University of Michigan, J.D.; Wayne State University, LL.M., Taxation
Year of First Admission:
1981
Admission:
1982, U.S. Tax Court; 1981, Michigan
Memberships:

Professional Organizations

American Bar Association (Sections: Business Law, Forum on Franchising, Health Law, Taxation)
Michigan Bar Association (Sections: Antitrust, Franchising & Trade Regulation, Business Law, Health Care Law, Taxation)
Oakland County Bar Association (Tax Law Committee)
National Association of Dealer Counsel
Association for Corporate Growth

Professional Associations

American Bar Association

Business Law Section
Tax Section
Franchise Forum
Health Law

Michigan Bar Association

Business Law
Council Member
Chair of Small Business Forum
Health Care Law
Taxation
Antitrust, Franchising & Trade Regulation

Oakland County Bar Association

Tax Law Committee

National Association of Dealer Counsel

Association for Corporate Growth

Birth Information:
Detroit, Michigan, August 29, 1955
ISLN:
906789931
Transactions:
Representative Transactions: Representative sample of transactions handled by Mr. Haffey: Mergers and Acquisitions: Sale of multiple-hospital emergency medicine practice to national buyer; Sale of independent professional liability insurance agency to underwriter; Sale of tier 1 and tier 2 family-owned automotive supplier to publicly-traded company; Acquisition of concrete pipe manufacturing business from bankrupt company; Sale by franchise area developer to franchiser of multiple units of restaurant chain; Merger of local wholesaler of beauty salon products into national company; Sale of multi-unit physical therapy practice to publicly traded health care company; Sale of multi-state stainless steel processing business to international conglomerate; Purchases and sales of over a dozen automobile dealerships; Sale of an automotive consulting business to an international publicly traded company; Sale of a specialty foam products business to an international publicly traded company; Sale of family owned provider of material handling and assembly systems; Acquisition of business by precision-tooling company to expand territory and customer base; Assistance in arbitration of post-closing dispute over milestone payment; Sale of family-owned oil and propane distribution business; Other: Representation of borrowers in Commercial Mortgage-Backed Security Financing; Corporate reorganization of family-owned supermarket chain; Transition of closely-held multi-state industrial sandblasting and chemical cleaning business to key executive following death of founder; Business entity structuring in connection with the development of an owner-occupied, multi-specialty medical office building; Implementation of family business succession plan including resolution of long-standing issues with substantial minority shareholder; Assistance in resolution of shareholder dispute via buyout; Assistance in bringing new shareholder into closely-held business; Assistance in the severance and buyout of a minority owner

Peer Reviews

5.0/5.0 (1 review)
A Martindale-Hubbell Peer Rating reflects a combination of achieving a Very High General Ethical Standards rating and a Legal Ability numerical rating.
  • Legal Knowledge

    5.0/5.0
  • Analytical Capability

    5.0/5.0
  • Judgment

    5.0/5.0
  • Communication

    5.0/5.0
  • Legal Experience

    5.0/5.0

*Peer Reviews provided before April 15, 2008 are not displayed.

Troy, Michigan

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    Troy, MI
    Tenth Floor Columbia Center , 101 West Big Beaver Road
    Troy, MI 48084-5280

    (248) 457-7140 Phone

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