Automotive, OEM & Supplier Business Services

Overview

Dykema provides automotive industry, OEM and supplier clients—public and private—with a full range of business services. With decades of industry experience and 75 industry insiders in-house, we have a thorough understanding of the business issues faced by the automotive sector. What’s more, clients benefit from our commitment to staying ahead of the pack in terms of our industry knowledge. We are not only knowledgeable of “big picture” issues, but we also understand the day-to-day obstacles faced by our automotive clients. We make it a point to continually enhance our knowledge base by, for example, pursuing leadership roles and participating in industry-focused associations, as well as providing our attorneys for secondment to OEMs and Tier 1 suppliers.

By combining our intimate knowledge of the industry with our sharp legal focus, we help clients reduce risk, create opportunity, and partake in innovative and strategic business structures and relationships. Dykema’s “excellent breadth and depth of knowledge” (Chambers USA, 2011) delivers strategic, timely, cost-effective and customized business services to our automotive industry clients. Our representation covers the automotive industry’s business needs, including dealer relationship issues, supplier contracts, relations and disputes, bankruptcy and creditor rights, commercial contracts, cross-border transactions, distribution and joint venture issues, employee benefits and executive compensation issues, mergers and acquisitions, securities, tax and information technology issues and transactions.

Dealer Relationship Issues

Our experienced attorneys provide comprehensive counseling on the administration of dealer agreements and compliance with state dealer laws. We negotiate, draft and revise dealer and dealer startup agreements; advise on dealer prospecting and letters of intent; and counsel on compliance with state laws in market representation actions (adding or terminating dealers). Partnering with clients, we provide sound and pragmatic guidance on their dealer programs and relationships.

Bankruptcy, Insolvency and Creditors’ Rights

Nationally ranked as a “Best Law Firm” in Banking and Creditor/Debtor Rights/Insolvency and Reorganization in 2010 by U.S. News, we deliver creative, practical and cost-effective solutions to the varied challenges confronting automotive industry clients in financially troubled situations, including bankruptcies and state law insolvency proceedings.

Commercial Contracts and Agreements

Dykema’s legal team is experienced in negotiating, drafting, reviewing and revising virtually every type of contract used in the automotive industry—from manufacturing and distributor agreements to supplier and service contracts, tooling and ER&D supply contracts, and property or equipment leases. Whether an automotive business wants a customized “just-in-time” or “sole source” supplier agreement, a complex multiparty agreement, or simply a review of its standard agreements to assure they comport with current law, we are the lawyers to call.

Cross-Border Transactions

We represent automotive companies headquartered throughout the world.  Being deeply involved in the industry on this large scale, global basis, we are uniquely positioned to provide our automotive industry clients with a full range of services and advice on cross-border transactions. With the increasingly global nature of the automobile industry, our abilities in this context are a real plus to clients.

Distribution and Joint Venture Issues

Drawing on the experience and insights of colleagues from across the Firm, we offer exceptional assistance in distribution and joint venture issues. We advise clients on pricing issues, including those associated with joint pricing, resale pricing, price discrimination and price fixing; integration issues arising in joint ventures; asset purchases; and dealer termination and exclusivity issues. We help clients identify joint venture opportunities and, in turn, provide them with the comprehensive set of services to form those ventures effectively and to run them successfully. Additionally, we assist clients in resolving disputes that may arise in distribution and joint venture arrangements.

Employee Benefits and Executive Compensation

We effectively represent clients in both traditional and emerging areas of employee benefits law. We help clients design and/or administer pension, profit sharing, 401(k), money purchase pension, severance and medical plans and guide them in welfare benefit, executive and stock compensation and fringe benefits issues. We are also experienced in structuring customized executive compensation packages that meet the specific needs of our clients.

Mergers and Acquisitions

Chambers USA recognizes Dykema as a leading firm in mergers and acquisitions. We deliver customized solutions and comprehensive counsel on business transactions, including public and private mergers; stock and asset purchases and sales; spin-offs; acquisitions and divestitures involving ESOPs; leveraged buy-outs; exchange and tender offers; proxy contests; divisional purchases and sales; and cross-border transactions involving businesses around the world.

Securities

Dykema counsels issuers, underwriters, selling agents and investors on issues involving virtually every type of public and private automotive-related securities transaction.

Tax

Dykema tax lawyers craft strategic solutions to help our automotive clients reduce or defer their tax liabilities, and comply with the evolving tax law landscape. We know how to structure economically sound, tax-efficient transactions. Our lawyers also represent clients in adversarial tax proceedings and on legislative and regulatory projects before the tax-writing committees of Congress and the Treasury Department.

Technology Transactions

We represent automotive industry customers with sophisticated guidance and counsel for everything from financing technology purchases to protecting their own technological advances. Our lawyers are always up to date in their understanding of the technology industry, technology transactions and related legal implications, which allows us to achieve innovative, market-driven solutions that meet specific client needs.

Experience Matters

We have:

  • Represented Ford Motor Company in an extremely complex series of transactions involving the purchase and orderly divestiture of 23 facilities of Visteon Corporation, a major global automotive supplier. We were instrumental in the timely and successful completion of this complex $7 billion transaction.
  • Represented Cooper-Standard Automotive in its acquisition of USi, Inc., a U.S. subsidiary of a Japanese company. Through this strategic purchase, Cooper Standard acquired an existing 109,000 square foot plant and access to a unique hard coating process, which added a whole new dimension to Cooper Standard’s industrial capabilities.
  • Represented Brembo North America, Inc. in its acquisition of the Automotive Brakes Components Division of Hayes Lemmerz International, Inc. Through this stock purchase (a debt-free transaction of roughly $58 million), Brembo acquired, among other things, production facilities for brake rotors and drums located in Michigan and Mexico. About the transaction, Bembro chairman was quoted, “I am very pleased with the acquisition of this well-managed and successful business.”
  • Represented Delphi Corporation in connection with its restructuring, by working on the disposition of its global suspensions and brake businesses, safety device business, and steering business.
  • Assisted an OEM in the acquisition of controlling interest in a European engine manufacturer and worldwide license. Originally engaged to negotiate a relatively complex treatment of the intellectual property rights among the parties, Dykema’s responsibilities quickly expanded to include drafting and negotiating engineering services, supply and secondment agreements. As a result of our efforts, our OEM client is now responsible for managing the supplier, and the original owner remains a minority owner.
  • Dykema attorneys were instrumental in successfully negotiating a joint venture/licensing arrangement between our client and a major Tier 1 supplier for the development and sale of advanced automotive components. Sales were expected in the $3 to $4 billion range over the course of the relationship, which translates to approximately $200 million in royalties for our client. Dykema was brought into the process very early to negotiate the basic business terms. As a result of our services, the amounts to be paid to our client quadrupled.

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