Kaplin S. Jones

Kaplin S. Jones

Practice Areas

Industries

Education

George Washington University Law School
Washington, DC
LL.M., Taxation, with highest honors, 1983

Brigham Young University,
J. Reuben Clark Law School
Provo, Utah
J.D., 1981

Brigham Young University
Provo, Utah
B.S., Accounting, magna cum laude, 1978
B.A., English, summa cum laude, 1977

Bar Admissions

District of Columbia

Michigan

Utah

Court Admissions

All Michigan state courts

All Utah state courts

All District of Columbia courts

United States District Court for the Western District of Michigan

United States Tax Court

Corporate Attorney

Kap advises clients regarding business formation and transactions, including choice of entity, joint ventures and LLCs, mergers and acquisitions, private equity, shareholder and partner disputes, and tax planning. He structures tax-free reorganizations and like-kind property exchanges, phantom stock and deferred compensation plans for executives, and advises tax-exempt and nonprofit corporations.

Kap was named Grand Rapids “Lawyer of the Year” in the area of Business Organizations (including LLCs and Partnerships) in the 2021 Best Lawyers® guide.

In 2014, Kaplin led clients to two significant wins in the Sixth Circuit Court of Appeals: one holding that a client could deduct a large lease termination expense when it bought the property it leased; and the other holding that an LLC did not need to pay a withdrawing member.

Experience

Represented a leading carbon steel service center in its sale to a private equity fund. Negotiated the purchase agreement and provided counsel regarding the transaction structure, employee benefits, tax matters and antitrust filings under the Hart Scott Rodino Act.

Advises clients regarding choice of entity and transactional tax planning; structures tax-free reorganizations and like-kind property exchanges; sets up and advises tax-exempt and nonprofit corporations; handles audits and appeals hearings; commences and settles tax litigation; formulates and drafts tax opinions; prepares IRS ruling requests; develops and consults re tax legislation.

Formed over 200 limited liability companies, partnerships and joint ventures; structured mergers and conversions regarding same; advised regarding tax planning and buyout provisions.

Advises and prepares documents for formation of corporations (profit and nonprofit) and partnerships (general and limited); structures joint venture and option arrangements; consults regarding shareholder agreements, management and split-up issues; assists in financing projects.

Consults regarding nonqualified compensation planning; drafts nonqualified and incentive stock options; develops and drafts plans involving stock appreciation rights, phantom stock and unrestricted stock; analyzes “golden parachute” problems; prepares employment agreements and bonus formulas; consults regarding rabbi trusts, key man insurance and other nonqualified benefits.

Honors and Recognitions

Best Lawyers in America®, since 2013

Best Lawyers in America®, Lawyer of the Year, Business Organizations (including LLCs and Partnerships) – Grand Rapids, 2018, 2021, 2024

Best Lawyers in America®, Lawyer of the Year, Tax Law – Grand Rapids, 2015

Dave & Carol Van Andel Leadership Award, 2021

Grand Rapids Magazine’s Top Lawyers, Tax Law, 2019 – 2021

Leading Lawyers: Closely & Privately Held Business Law; Tax Law – Business

Martindale-Hubbell® AV Preeminent™ Peer Review Rated

Professional Affiliations

American Bar Association

District of Columbia Bar Association

Grand Rapids Bar Association

Grand Valley State University: Master of Science in Taxation Program, Advisory Board, past member

State Bar of Michigan: Taxation; Tax Council, 1998 – 2000

Utah State Bar Association

Community Involvement

Grand Rapids Public Museum Friends Foundation, counsel

President Ford Field Service Council, Executive Board

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Peter G. Roth

Peter G. Roth

Practice Areas

Industries

Education

University of Michigan Law School
Ann Arbor, Michigan
J.D., magna cum laude, 1999
Order of the Coif

Calvin College
Grand Rapids, Michigan
B.A., Political Science, 1996

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

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Corporate Attorney

Pete’s experience is in business and transactional work, with a heavy focus on mergers and acquisitions (M&A), private equity, venture capital, family office and joint venture transactions. He also provides counseling with respect to day-to-day business issues of all types, including commercial transactions, contract negotiation, corporate structuring and succession planning.

Additionally, Pete has significant experience in laws unique to automotive suppliers, automotive dealerships, cooperatives including the Capper-Volstead Act, and 1031 exchange transactions.

Chambers USA, which ranks lawyers and law firms, notes that Pete “is adept at handling private equity and venture capital transactions. One client depicts him as an ‘expert in acquisitions, divestitures and contracts. His involvement in all aspects was invaluable, and he secured us an excellent result.’”

Experience

Mergers and Acquisitions

Pete has represented and advised clients (buy-side and sell-side) in negotiating, structuring and documenting hundreds of M&A transactions. These deals have been of all types and sizes, involving billions of dollars both nationally and internationally. Representative transactions include:

Represented privately-owned Zeigler Automotive Group in acquisition of three Chicago-area luxury car dealerships, estimated to add 5,000 new units and $350 million in annual sales.

Represented privately-held elevator services provider based in West Michigan in its sale to Connecticut-based private equity fund. Varnum provided M&A, corporate, tax, real estate and employee benefits services.

Represented TransNav, a privately-held plastic injection molding company in its sale to Groupe Plastivaloire, a family-controlled and publicly-traded auto components molder headquartered in France. Negotiated the purchase and sale agreement and all other legal documents and represented TransNav in connection with antitrust filings.

Represented Contractors Steel Company, a leading carbon steel service center, in its sale to a private equity fund. Negotiated the purchase agreement and provided counsel regarding the transaction structure, employee benefits, tax matters and antitrust filings under the Hart Scott Rodino Act.

Represented Fabco Holdings, Inc. in sale of product portfolio and related technologies to Meritor. Negotiated transaction documents and advised on employee benefit, union, intellectual property and financing-related matters.

Represented Granger Energy Services division’s sale of 16 landfill gas-to-energy sites across six states to an Australian company. Negotiated sale agreement, coordinated antitrust filings, and advised on tax, employee benefits and energy regulatory matters.

Represented private equity firm Blackford Capital in acquisition of Kingsport Book. Negotiated purchase agreement, advised on structure of transaction and facilitated closing.

Represented a Michigan entrepreneur in the purchase of Schuil Coffee Company. Negotiated purchase agreement, facilitated due diligence, environmental counseling, and patent and trademark filings associated with purchase.

Represented Entente Spirits (Round Barn Winery, Free Run Cellars and Round Barn Public House) in acquisition of Tabor Hill Winery, including 25 acres of vineyards, a restaurant and three retail locations. Drafted purchase agreement and coordinated filings with Liquor Control Commission.

Private Equity, Venture Capital and Family Offices

Regular representation of private equity funds, venture capital funds and family offices, handling all aspects of numerous transactions for clients. Services include structuring, negotiating and implementing the M&A and financing components of transactions, fund formation and capital raise issues, post-transaction governance and ultimate exit from investments.

Automotive Suppliers

Extensive work with automotive suppliers, including both Tier 1 suppliers and suppliers further down the supply chain. This representation has involved all types of matters, including disputes with OEMs as well as other suppliers; M&A and joint venture transactions; contract negotiation; terms and conditions analysis; price increase ‘hostage’ situations; and securing supply in bankruptcy and distressed situations.

Other Areas of Focus

Significant experience with complex joint ventures, representation of automotive dealerships, cooperative law and 1031 exchange transactions.

Honors and Recognitions

ACG Detroit, M&A All Star Advisor of the Year, 2023

Best Lawyers in America® since 2015

Chambers USA©: America’s Leading Lawyers for Business

Grand Rapids Magazine’s Top Lawyers: Corporate Law 2019 – 2022; Mergers & Acquisitions Law since 2019

Michigan Super Lawyers® since 2021

Michigan Super Lawyers®, Rising Star, 2011 – 2014

Professional Affiliations

Association for Corporate Growth (ACG) Western Michigan, board

Grand Rapids Bar Association

Mid America Cooperative Council, Inc.

State Bar of Michigan: Business Law Section; Taxation Section

Presentations

Panelist, M&A Roundtable Discussion: Due Diligence Goes Deeper, Draws Out Deals as Cost of Capital Increases, MiBiz, February 26, 2023

Panelist, M&A Roundtable Discussion: Inflation, Interest Rates, Global Conflict Complicate M&A Outlook, MiBiz, March 28, 2022

Panelist, Strategic Discussion with M&A and Private Equity Advisors, MiBiz, Jan. 7, 2019

Presenter, Legal Issues for Agricultural Cooperatives, Michigan Executive Cooperative Conference, January 27, 2014

Panelist, M&A Roundtable, Birmingham, MI, October 2, 2013

Panelist, Real Estate and Family Owned Businesses, West Michigan Family Business Alliance, August 7, 2013

Panelist, M&A Roundtable, Grand Rapids, MI, May 16, 2013

Panelist, Transitions in Family Owned Business, West Michigan Family Business Alliance, May 14, 2013

Presenter, Michigan Executive  Cooperative Conference, West Michigan Family Business Alliance, January 29-30, 2013

Panelist, M&A Roundtable, Birmingham, MI, November 29, 2012

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Michael J. Romaya

Michael J. Romaya

Practice Areas

Education

University of Detroit Mercy School of Law
Detroit, Michigan
J.D., M.B.A., 2005

University of Michigan
Ann Arbor, Michigan
B.A., Economics, 2001

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

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Finance and Corporate Attorney

Michael focuses on banking and finance matters and routinely represents financial institutions, borrowers, agents, sponsors, mezzanine providers and other investors (both regulated and nonregulated) in a wide range of financings and structures. They include bilateral, syndicated deals, secured and unsecured credit facilities, first lien/second lien credit facilities, mezzanine financings and cross-border financings. 

Michael’s experience encompasses leveraged buyout and leveraged recapitalization loans, asset-based loans, distressed debt financings, including debtor-in-possession (DIP) financings, and real estate financing. His practice also focuses on representing lenders and borrowers on workouts and restructuring of troubled credits.

Additionally, Michael advises companies on different areas of corporate law, including mergers and acquisitions, and serves as the outside general counsel for companies assisting them with respect to day-to-day business issues.

Chambers USA, which ranks top lawyers and law firms, notes that Michael “is adept at representing both borrowers and lenders in a wide variety of financing transactions. Peers highlight his rising profile in the market and identify him as a good lawyer.” Interviewees further declare him to be “an expert at debt instruments” whose “interface with lenders is extremely helpful.”

Experience

Represented Fabco Holdings, Inc. in sale of product portfolio and related technologies to Meritor. Negotiated transaction documents and advised on employee benefit, union, intellectual property and financing-related matters.

Represented borrowers with locations in the United States and Canada (including Quebec) in connection with a multi-currency syndicated secured credit facility, featuring a revolving loan facility with a swingline and letter of credit sublimits ($210 million).

Represented borrowers (family office-owned) in a multi-bank acquisition financing transaction featuring a revolving loan facility with a swing line and a term loan ($95 million).

Represented lead lender in a multi-bank acquisition financing transaction, involving senior and subordinated positions ($55 million).

Represented lead lender in a multi-bank financing transaction, including an accordion feature ($50 million).

Represented lead lender in a multi-bank workout of an automotive supplier ($33 million).

Represented borrowers (private equity-owned) in a financing transaction involving senior and subordinated positions ($31 million).

In re Goodrich Quality Theater, Inc. (Bankr. W.D. Mi. 2020) (regional movie theater chain) (represented senior agent and lenders of $30 million in pre-petition workout and subsequent Chapter 11 sales of substantially all of the borrower’s assets, including representing agent and lead lender in debtor-in-possession financing facility).

In re Clio Holding Company, et. al. (Bankr. Del. 2020) (national building supplier) (represented senior agent and lenders of $26 million in pre-petition workout and subsequent Chapter 7 sales and liquidation, negotiating a cash collateral agreement with the Chapter 7 trustee, overseeing the sale of the borrower’s operating assets in a series of going-concern sales and the collection of over $8 million in outstanding accounts receivable).

Sale of a privately owned automotive supplier to a publicly traded company.

Acquisition of a large portfolio of national cellular phone retail locations.

Honors and Recognitions

Best Lawyers in America®, Banking and Finance Law, 2024

Chambers USA©: America’s Leading Lawyers for Business, recognized practitioner

DBusiness©, Top Lawyers, Banking and Financial Services Law, since 2020, Mergers and Acquisitions Law, 2021. 2023

Michigan Lawyers Weekly, Leaders in the Law, 2021

Professional Affiliations

Association for Corporate Growth, Detroit

Turnaround Management Association, Detroit

Young Presidents’ Organization, Mid-America Chapter

Community Involvement

Detroit Regional Chamber, Leadership Detroit, Class XXXIX

“Varnum is the best firm in town. Mike Romaya is a tremendous attorney.”

Senior vice president, financial Institution

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Yezi (Amy) Yan

Yezi (Amy) Yan

Practice Areas

Education

Wayne State University Law School
Detroit, MI
J.D., 2020
Wayne State University Journal of Business Law, Executive Editor

Mount Holyoke College
South Hadley, MA
B.A., Economics and Psychology, magna cum laude, 2016

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

United States District Court for the Western District of Michigan

Languages

Mandarin Chinese

Corporate Attorney

Amy is a member of Varnum’s Business and Corporate Practice Team.  She focuses on mergers and acquisitions, contract review and corporate governance matters. As a skilled researcher with experience in corporate matters, she previously served as a research assistant at Wayne State Law School and as an associate at an econometric research firm.

Amy serves on Varnum’s Corporate Transparency Act (CTA) Taskforce, which specializes in CTA compliance, guidance and analysis. Visit our CTA Resource Center for more information.

Amy is fluent in Mandarin Chinese, her native language, and has moderate proficiency in Japanese.

Professional Affiliations

Association for Corporate Growth (ACG) Detroit Chapter, member

 

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Sam J. Vitale

Sam J. Vitale

Practice Areas

Industries

Education

Wayne State University Law School
Detroit, Michigan
J.D., magna cum laude, 2011
Order of the Coif
Wayne Law Review

Michigan State University
East Lansing, Michigan
B.A., 2007

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

United States Court of Appeals for the Sixth Circuit

United States District Court for the Eastern District of Michigan

United States Supreme Court

Litigation and Family Law Attorney

Sam is a member of the Litigation and Family Law practice teams and handles a wide range of commercial and domestic relations matters.

Sam represents individuals and entities in complex commercial litigation, including shareholder oppression claims, breach of contract actions, property disputes, trade secret claims, construction litigation, collection and landlord/tenant matters. Sam’s expertise in handling intricate legal issues allows him to efficiently and effectively guide clients through the litigation process while protecting their interests and achieving their goals.

In his Family Law practice, Sam helps clients dealing with emotionally charged custody and parenting time issues, as well as complex marital and separate property matters. Sam works to place his clients in a position to succeed at trial, while remaining committed to finding efficient, cost-effective solutions without the need for expensive litigation. He has experience in all matters involving divorce, custody, parenting time, paternity, child support, property settlement, same-sex parenting time agreements and personal protection orders.

Sam has particular experience and success in appellate matters. He recently obtained a unanimous decision from the Michigan Court of Appeals, vacating a Wayne County Family Court decision to modify custody and parenting time. In a matter involving the Computer Fraud and Abuse Act, Sam led the team that prevailed on a motion to dismiss in the U.S. District Court, defended the dismissal on appeal before the Sixth Circuit Court of Appeals, and successfully argued for the denial of a writ of certiorari from the U.S. Supreme Court.

Sam was named by Best Lawyers® as one of the 2022 “Ones to Watch,” a designation given to attorneys who are earlier in their careers in recognition of their outstanding professional excellence in private practice.

Experience

Family Law

Negotiated settlements of numerous high-conflict divorces, addressing issues of parenting time, custody, child support, property division, retirement benefits, protection of client-owned businesses.

Successfully represented appellants in a family law matter. Following a family court decision in which custody was granted to the client’s former spouse, Vitale argued that a working parent’s employment status should not be used against them in a custody decision. The Michigan Court of Appeals agreed and vacated the trial court’s orders.

Experience with dealing with child support and spousal support issues arising out of an individual’s cash income and income derived from a sole proprietorship.

Tried cases in Wayne and Oakland County regarding custody, support, parenting time and asset division.

Handled matters with unique and challenging circumstances, including jurisdictional issues related to changes in a child’s residence, issues of domestic violence and emotional abuse.

Business and Commercial Litigation

Represented owners, contractors, and subcontractors in connection with commercial construction disputes.

Obtained dismissal of a client’s former employer’s claim for violations of the Computer Fraud and Abuse Act, prevailed on the former employer’s appeal to the Sixth Circuit Court of Appeals, and succeeded in defending against the employer’s request for review in the U.S. Supreme Court.

Successfully defended and/or pursued numerous shareholder and partnership disputes relating to minority interests and shareholder oppression claims, and contract and business tort cases.

Successfully obtained judgment for full balance owed on claim for account stated and an award of attorney’s fees.

Honors and Recognitions

Best Lawyers in America®, Ones to Watch, Family Law, since 2021

Michigan Super Lawyers®, Rising Star since 2013

Professional Affiliations

Oakland County Bar Association

State Bar of Michigan

Wayne County Bar Association

Community Involvement

Birmingham Community House, Presidential Advisory Committee

Presentations

Institute of Continuing Legal Education (ICLE), “Divorce Cases with International Issues,” program, presented December 12, 2017

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William L. Thompson

William L. Thompson

Practice Areas

Industries

Clerkships

United States District Court for the Eastern District of Michigan, Honorable Sean F. Cox

Education

Wayne State University Law School
Detroit, Michigan
J.D., 2015

Wayne State University School of Business Administration
Detroit, Michigan
B.S., Finance, 2012

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

Litigation Attorney

Will is a partner on Varnum’s Litigation Team. His practice is primarily focused on complex commercial, tax, and insolvency litigation as well as white-collar defense. He assists clients with a wide variety of commercial litigation issues, ranging from standard breach of contract claims to complex ERISA fraud claims.

Will also has substantial experience litigating civil and criminal tax issues, specifically, cases that arise under the Michigan Tobacco Products Tax Act (TPTA) or marijuana regulations. Within his first year of practice, Will successfully tried a seven day criminal jury trial involving three felony charges under the TPTA. Ultimately the jury returned a verdict of not guilty on all counts. Since that time, Will has gone on to try many criminal and civil cases and has significant first-chair trial experience.

To balance out his practice, Will also assists in many debtor/creditor rights cases and bankruptcy proceedings. Will has represented numerous Chapter 7 filers and an unsecured creditors committee in a midsize Chapter 11 case. He also routinely files motions and adversary proceedings, representing parties-in-interest in different solvency proceedings.

Prior to his employment at Varnum, Will served as a judicial intern for the Honorable Sean F. Cox of the U.S. District Court for the Eastern District of Michigan. This experience gave Will valuable insight into effective litigation techniques. In addition, Will was a member of DTE Energy’s Renewable Energy Projects team as a real estate analyst and served with the United States Marine Corps as a staff sergeant, enduring multiple combat deployments.

Experience

Part of the litigation team that has represented over 200 companies in lawsuits against Blue Cross Blue Shield of Michigan for charging hidden fees in violation of ERISA.

Obtained a not guilty verdict after a week-long jury trial for a three-count felony violation of the Michigan Tobacco Products Tax Act. Has also obtained favorable results in various other TPTA cases.

Litigated a bench trial before the Michigan Tax Tribunal involving issues pertaining to a company’s staffing deductions from its modified gross receipts.

Represented numerous small businesses in breach of contract claims and collection efforts.

Represented and advised individuals who have filed for Chapter 7 bankruptcy and ultimately received a full discharge from the bankruptcy court.

Represented an unsecured creditors committee in a midsize auto industry Chapter 11 bankruptcy where the combined efforts of Varnum’s attorneys preserved the committee’s rights and added over $300,000 in distributions from the debtor’s estate.

Professional Affiliations

Detroit Bar Association, Board of Directors; former Debtor & Creditor Rights Section (Secretary)

Detroit Veterans Bar Association, Board of Directors

Turnaround Management Association – Detroit

Macomb County Veteran’s Treatment Court, Program Mentor

Community Involvement

Blue Water Sportsman’s Association, former member (Board of Directors)

Detroit Athletic Club, former member (Fitness Club Committee, Board secretary)

Grosse Pointe Woods Foundation, former member (Board secretary)

Military Experience

United States Marine Corps, 2nd Amphibious Reconnaissance Battalion, 2nd Marine Division
Camp Lejeune, North Carolina

Fallujah, Iraq – 2006

Garmsir, Afghanistan – 2008

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Ziyad I. Hermiz

Ziyad I. Hermiz

Practice Areas

Industries

Clerkships

Honorable Judge Avern Cohn, United States District Court for the Eastern District of Michigan, 2007 – 2008

Education

University of Detroit Mercy School of Law
Detroit, Michigan
J.D., cum laude, 2008

Michigan State University
East Lansing, Michigan
B.A., 2004

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

United States District Court of the Eastern District of Michigan

Litigation Attorney and Business Advisor

Ziyad is a member of Varnum’s Litigation and Trial Practice Team. He concentrates his practice in the area of business and commercial litigation.

He has significant experience in handling trade secret and non-compete disputes, shareholder/member disputes, arbitrations, franchise litigation, civil RICO, real estate litigation and other business matters in state and federal courts in Michigan and throughout the country.

In addition to being a litigator, he also has substantial experience serving as outside general counsel for clients, assisting and advising them with respect to day-to-day corporate and legal issues.

Ziyad graduated cum laude from the University of Detroit Mercy School of Law where he was the executive editor of the University of Detroit Mercy Law Review and received the Dean’s Scholarship for Academic Excellence. He was also inducted into the Justice Frank Murphy Honor Society, honoring graduates with outstanding academic achievement. He completed his undergraduate business studies at Michigan State University where he graduated with honors and was the recipient of the Phillip and Viola May Scholarship.

Prior to entering private practice, Ziyad interned for the Honorable Judge Avern Cohn for the U.S. District Court for the Eastern District of Michigan. Ziyad is a member of the State Bar of Michigan and the American Bar Association and previously served as vice president of the Chaldean American Bar Association.

Experience

Fifth Third Bank v. Desert in Alaska Corp., et al. (Wayne County Circuit Court, Case No. 11-005520-CK)(represented bank in action for breach of loan agreement and piercing the corporate veil)

Dura Automotive Systems, Inc., et al. v Denzil Abney, et al. (Oakland County Circuit Court, Case No. 08-096013-CK)(represented plaintiff in multimillion dollar action against former employees in trade secret theft action)

Dura Global Technologies, Inc., et al. v. Magna Donnelly Corporation (E.D. Mich. 07-cv-10945. Cox, J.)(represented plaintiff in multimillion dollar action patent infringement, trade secret theft and unfair competition action)

Ordos City Hawtai Autobody Company, Ltd., et al. v. Dimond Rigging Company, LLC (E.D. Mich. 13-cv-14909. Cox, J.)(obtained preliminary injunction, order for possession of equipment pending final judgment, and trial verdict and final judgment in the amount of $1.2 million in breach of contract action)

L.A. Insurance Agency Franchising, LLC, v. Claudia Montes, et al. (E.D. Mich. 14-cv-14432)(obtained permanent injunction against former franchisee in breach of franchise agreement and unlawful competition action)

Represented corporate investors, including a Panamanian bank, sued by the foreign representatives overseeing the liquidation of one of the main feeder funds to the Ponzi scheme associated with Bernard L. Madoff Investment Securities, LLC

Edrich Products, Inc. v. Extended Enterprise Group, et al. (Oakland County Circuit Court, Case No. 13-135025-CK)(obtained $2.4 million judgment in action for breach of consulting agreement, breach of fiduciary duty, tortious interference and civil conspiracy)

Perry T. Christy v. Bridgestone Retail Operations, LLC, d/b/a Firestone Complete Auto Care(Wayne County Circuit Court, Case No. 14-014321-AV) (obtained dismissal of claim alleging violation of Motor Vehicle Service and Repair Act and conversion; affirmed on appeal)

Thomas Halama v. Firestone Complete Auto Care (24th District Court, Case No. 15-44482) (obtained dismissal of claim alleging violation of Michigan Consumer Protection Act)

Saginaw Prop., LLC v. Value City Dep’t Stores, LLC, and Retail Ventures Inc. (Case No. 08-13782-BC, 2009 WL 3536616 (E.D. Mich. Oct. 30, 2009)) (obtained summary judgment and dismissal of action against defendant department store holding company for alleged successor liability)

Allstate Insurance Company, et al, v. Silver Pine Imaging, LLC (E.D. Mich. 14-cv-10356. Hood, J.)(represented medical provider in action related to reasonableness of charges pursuant to the Michigan No-Fault Act)

Allstate Insurance Company, et al, v. Universal Health Group, Inc., et al. (E.D. Mich. 13-cv-15108. Parker, J.) and State Farm Mutual Automobile Insurance Company v. Universal Health Group, Inc. et al (14-cv-10266. Levy, J.)(represented medical providers and doctors in alleged civil RICO and fraud action)

American Petroleum Institute v. U.S. Energy Resources, LLC, et al. (E.D. Mich. 11-cv-14869. Friedman, J.)(represented a distributor and marketer of engine oils against a multimillion dollar trademark lawsuit brought by a prominent petroleum and natural gas industry trade association; successfully negotiated dismissal of client from lawsuit)

The Boyd Group (U.S.) Inc., et al. v. Richard Gagliano, et al. (Macomb County Circuit Court, Case No. 16-502-CB)(represented plaintiff in action for breach of noncompete agreement)

Etter Amalgamated, Inc v. Bearclaw Coffee Company, et al. (Washtenaw County Circuit Court, Case No. 15-201-CK) (obtained consent judgment against defendants in breach of loan agreement action)

Superior Electric Company of Greater Detroit, Inc. v. Aaron Melitz, et al. (Oakland County Circuit Court, Case No. 14-143896-CK)(represented defendant in action by former employer for alleged breach of noncompete agreement)

Lori F. McCarthy v. AXA Equitable Life Insurance Company, et al. (Oakland County Circuit Court, Case No.: 13-137100-CZ)(obtained preliminary injunction enjoining defendant from transferring IRA funds)

Gunnell, Inc. v. Chenica, Inc. (Tuscola County Circuit Court, Case No. 11-26612-CK)(represented defendant and counter-plaintiff in breach of contract and misrepresentation action related to sale of wheelchair company)

Susan P. Davis v. JP Morgan Chase Bank, N.A. (E.D. Mich. 13-cv-10578. Cox, J)(represented plaintiff in action to quiet title)

Timothy Runion v. Lotus Cars USA, Inc. (Ohio Common Pleas Court, Case No. 16-CV-003435)(represented sports car manufacturer in action by buyer for alleged lemon law violations)

Australia Mining Export v. Midwest Engine Inc. (Genesee County Circuit Court, Case No. 13-101252-CK)(represented Australian engine distributor in action for breach of contract and unjust enrichment)

Citizens Bank v. Seven Harbors, et al. (Oakland County Circuit Court, Case No. 12-126941-CK)(represented bank in action for breach of loan agreement; obtained summary judgment in amount over $680,000)

Citizens Bank v. Tamark Properties, et al. (Jackson County Circuit Court, Case No. 11-003436-CK)(represented bank in action for breach of loan agreement; obtained receiver over property and summary judgment in amount over $433,000)

Honors and Recognitions

DBusiness© Top Lawyers, Metro Detroit, Commercial Litigation, 2018, 2020 and Franchise, 2020

Eastern District of Michigan Pro Bono Honoree, 2010 – 2012

Legal Aid and Defender Associations “Pangborn Pin” Award, 2011

Michigan Super Lawyers®, Rising Star, Business Litigation, 2012 – 2019, 2021

Professional Affiliations

American Bar Association

Chaldean American Bar Association, former vice president

Leadership Oakland, Cornerstone Program Graduate, Class XXIV

State Bar of Michigan

Presentations

Contributing author to The Developing Labor Law’s (BNA Books) Chapter on RICO – 2008 – present

Webinar Presenter on “Patents v. Trade Secrets: Knowing and Protecting Your IP!” – Motor & Equipment Manufacturers Association (MERA), October 29, 2019

Co-author of “Mich. Bill Adds To States’ Trend Of Limiting Noncompetes” – Law360 Newsletter and Expert Analysis section, Sept. 16, 2019

Presenter on “Anatomy of a Deposition” – Leadership Oakland’s Justice Day Session at Oakland County Circuit Court, February 10, 2016

Presenter/Panelist on Civil RICO claims – M1 Imaging presentation in Birmingham, MI, December 3, 2015

Moderator for Panel Discussion – Detroit Business Symposium for Startups and Growing Companies in Detroit, MI, January 8, 2015

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Jailah D. Emerson

Jailah D. Emerson

Practice Areas

Industries

Education

University of Detroit Mercy School of Law
Detroit, Michigan
J.D., cum laude, 2020
University of Detroit Mercy Law Review, Managing Editor

Michigan State University
East Lansing, Michigan
B.A. Criminal Justice – Pre Law, 2017

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

United States District Court for the Eastern District of Michigan

United States District Court for the Western District of Michigan

Litigation Attorney

Jailah is an associate attorney on Varnum’s Litigation and Trial Practice Team. Her practice is primarily focused on complex commercial, family law, tax, and insolvency litigation. Her experience includes assisting clients with a wide variety of commercial litigation issues, ranging from standard breach of contract claims, to complex real estate disputes. Jailah represents clients throughout the litigation process, including at hearings, depositions, trial, and appellate proceedings.

Within the past year, Jailah has had several significant wins for clients. She served on the litigation team in three cases in which verdicts were returned in the clients’ favor. In one jury verdict, the client received a six-figure judgment. In another, the team won a highly-public, eleventh-hour victory in the Michigan Supreme Court on a matter affecting the right of Detroit residents to vote on a proposed revision of the city charter.

Prior to her employment at Varnum, Jailah served as a legal intern at the U.S. Dept. of Justice and in the general counsel office of DTE. She also served as a legal extern to the Honorable Victoria A. Roberts of the U.S. District Court for the Eastern District of Michigan, giving her invaluable insight into effective litigation techniques.

Honors and Recognitions

Damon J. Keith – Wolverine Bar Foundation Scholarship Recipient

Detroit Mercy Law Dean’s Scholarship for Academic Excellence Recipient

Professional Affiliations

American Bar Association

Detroit Bar Association

Detroit Young Professionals

Federal Bar Association

State Bar of Michigan

University of Detroit Mercy School of Law, Inn of Court, Barrister

Wolverine Bar Association

Women Lawyers Association of Michigan – Wayne Region; Vice President – Board of Directors, Social Media Director

Community Involvement

Alternatives for Girls, Program Coordinator

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Gabriel J. Edelson

Gabriel J. Edelson

Practice Areas

Education

New York University School of Law
New York, New York
J.D., 2009
Annual Survey of American Law, Executive Articles Editor

University of Michigan
Ann Arbor, Michigan
B.A., with highest distinction, History, 2006
Phi Beta Kappa
Bentley Scholar
The Michigan Daily, Senior Sports Editor, Writer & Columnist

Bar Admissions

Illinois

Michigan

New York

Court Admissions

All Michigan state courts

Corporate Attorney

Gabe is a member of the Business and Corporate Services Practice Team. He focuses his practice on mergers and acquisitions, divestitures, corporate governance and general corporate matters. He represents private equity firms, portfolio companies and a wide variety of other businesses in cross-border and domestic mergers and acquisitions and commercial transactions, ranging in size from under $1 million to over $1 billion.

Gabe serves as outside general counsel for clients and lead negotiator with opposing counsel on a range of matters, including numerous add-on acquisitions for high-growth private equity portfolio companies and early-stage businesses.

Experience

Represented fintech leader and global insurance brokerage in domestic and cross-border strategic partnerships and acquisition of numerous insurance agencies and brokerages nationwide

Represented several issuers in private securities offerings

Represented private equity-owned insurance company in numerous debt and equity investment transactions and strategic partnerships

Represented global manufacturing business in mergers and acquisitions, as well as in connection with investment in peer business

Represented medical equipment provider in sale via merger to medical device manufacturer

Represented private equity-owned material handling equipment and systems provider in equity sale to global supplier of components and engineered systems

Represented private equity firm in equity purchase of dermatology platform from physicians and financial investors; subsequently represented dermatology platform in numerous asset purchases of individual dermatology practices from physician owners

Represented composite material manufacturer in majority equity sale to non-U.S. global reinforcement technologies business

Represented cyber insurance provider in asset sale to insurance company

Represented founder in equity sale of SaaS business to private equity buyer

Represented private equity firm in sale via merger of defense contractor to public defense and aerospace manufacturer

Represented global technology outsourcing business in equity purchase of automotive SaaS business from founders

Represented private equity-owned sporting goods business in asset purchase of home décor and building products business from founders

Represented private equity firm in equity purchase of employee benefit plan administrator from founders

Represented private equity firm in equity purchase of food safety and inspection business

Represented private equity firm in asset purchase of pizza franchisor

Represented SaaS business in majority equity sale to financial buyer

Represented private equity firm in asset purchase of essential oils manufacturer and wholesaler

Represented owner in sale of minor league professional ice hockey team, along with the team’s arena and related businesses

Represented private equity-owned lighting business in asset sale to non-U.S. manufacturing partner

Represented private equity-owned safety engineering business in asset and equity purchases of domestic and international strategic targets

Represented private equity-owned fasteners manufacturer in equity sale to non-U.S. global supplier of fasteners and automotive components

Represented private equity-owned food and beverage franchisor in equity sale to financial buyer

Represented private equity-owned magnetic solutions business in merger with privately-held manufacturing enterprise

Represented beverage manufacturer in equity sale to non-U.S. bottling business

Represented payment processing business in asset sale to credit card processor and merchant account provider

Represented special committee of independent directors of technology company regarding evaluation of merger with public competitor

Represented early-stage solar design and engineering business in Series B financing

Drafted and negotiated a variety of business contracts, including purchase agreements, operating agreements, confidentiality and non-compete agreements, employment and consulting agreements, and other corporate governance documents.

Professional Affiliations

American Bar Association

Chicago Bar Association

Illinois State Bar Association

New York State Bar Association

State Bar of Michigan

Community Involvement

Detroit Regional Chamber, Leadership Detroit, Class XLII 

Founders Junior Council at the Detroit Institute of Arts, Chief Protocol Officer and Member of the Board of Directors

ORT America, Michigan Region, Member of Organizing Committee for annual Rub-a-Dub fundraiser

Honors and Recognitions

The Best Lawyers In America®, Corporate Law, 2024

 

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Bradley S. Defoe

Bradley S. Defoe

Practice Areas

Education

Syracuse University College of Law
Syracuse, New York
J.D., magna cum laude, 2006
Syracuse Law Review
Syracuse Law and Technology Journal
Dean’s List

Syracuse University
Syracuse, New York
B.A., magna cum laude, Political Science, Broadcast Journalism, 2003

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

United States Bankruptcy Court for the Eastern District of Michigan

United States Bankruptcy Court for the Western District of Michigan

United States District Court for the Eastern District of Michigan

United States District Court for the Western District of Michigan

United States District Court for the Northern District of Ohio

Litigation Attorney

Brad is a partner and member of the firm’s Litigation Practice Team, concentrating in commercial litigation in state and federal courts. He focuses his practice on commercial contract disputes, creditor’s rights and collections, landlord/tenant matters, construction lien litigation and other real estate disputes.

Experience

True Temper Sports, Inc v Ralco Industries, Inc, 2016 WL 8376740 (WD Tenn, October 14, 2016) (represented automotive supplier in contract dispute)

Randall S Miller & Associates, PC v Pitney Bowes Inc, 2016 WL 1242356 (ED Mich, March 20, 2016) (represented software and equipment provider in contract dispute)

Matter v Verstraete, 2015 WL 7911160, unpublished opinion per curiam of the Court of Appeals, issued [December 3, 2015] (Docket No. 322514) (represented property owner in dispute concerning right of first refusal)

Francis & High Properties, LLC v Happy’s Pizza Franchise, LLC, 2015 WL 7283382, unpublished opinion per curiam of the Court of Appeals, issued (November 17, 2015) (Docket No. 332678) (represented landlord in lease dispute)

Legacy Five, LLC v City of Jackson, 495 Mich 1002; 846 NW2d 51 (2014) (represented property owner in dispute regarding rental property inspection fees)

Independent Bank v Baarstad, 2014 WL 238128, unpublished opinion per curiam of the Court of Appeals, issued [January 21, 2014] (Docket No. 314894) (represented bank in dispute with guarantor)

Honors and Recognitions

Best Lawyers in America®, Commercial Litigation, Real Estate Law, 2025

DBusiness© magazine, Top Lawyers, Litigation-Real Estate, 2022

DBusiness© magazine, Top Lawyers, Litigation-Commercial, 2020

Michigan Super Lawyers®, Rising Star, 2013-2021

Professional Affiliations

Detroit Bar Association

Federal Bar Association

Oakland County Bar Association

State Bar of Michigan

Community Involvement

Achieve Charter Academy, past Board of Directors

Novi Parks and Recreation, past volunteer coach

South Lyon Area Recreation Association, volunteer coach

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