Corporate, Banking and Real Estate Law: Spotlight Practice Area

Timothy M. Kaufmann, AttorneyInterview with Tim Kaufmann, Attorney—

Tim Kaufmann who is located in Oak Park, Michigan, focuses on corporate law, banking law, and real estate law serving Michigan and New York. Mr. Kaufmann is licensed in Michigan and soon will be licensed in New York and Ohio. He graduated from Michigan State University with a B.A. in Political Science Pre-Law and then received his law degree (J.D.) from Michigan State University College of Law.

He has represented banks and a number of private equity firms in both lending and special assets matters. He is as comfortable with simple residential transactions as he is with multi-million dollar Chapter 11 Bankruptcy Cases and has handled every sort of case in between.

Mr. Kaufmann also specializes in representing clients in all aspects of real estate law. Including complex commercial leases (including multiple building corporate condominium plans), purchase agreements, land contracts, construction mortgages and subornation agreements.

Prior to joining Hewson & Van Hellemont, Mr. Kaufmann practiced in Bloomfield Hills, Michigan and Farmington Hills, Michigan. He successfully represented banks, insurers, re-insurers, corporations, business owners and individuals in many litigation matters. Mr. Kaufman also advised businesses and business owners in the technology, food service, manufacturing and finance industries on entity formations, acquisitions, joint ventures, transactional matters, employment and general corporate governance issues. His current work focuses on advising clients on litigation, corporate transactions, corporate governance and numerous other legal matters.

Mr. Kaufmann is active in the National Eagle Scout Association and his local Council’s Eagle Program. He is a Certified Civil Facilitative Mediator. He is also a member of the International Chamber of Commerce’s Young Arbitrators Forum.

How did you become interested in Business Law? What path brought you here?
I have always been interested in law. I was 17 when I tried my first mock trial in front of Judge Jackson of Saginaw Circuit Court. I knew from that point on I would pursue a career in law. Early in my career I was exposed to both criminal law and civil law and I quickly understood that I wanted to practice in the civil side of the profession.

I have been fortunate to have both primarily transactional or primarily litigation positions and I have learned that I prefer a blend of transactional and litigation matters. Maintaining a foot in the door on both sides makes me a better lawyer for each.

What is Corporate Law?

Corporate law covers many areas of law from employment law to contract law to international law, and everything in between. The best way to describe it is that you must be capable of answering almost any client’s question, initially in at least general terms, following with a detailed answer as soon as possible.

I’ve been asked in the same breath how do we fire our sales representative and can we cancel all the contracts he has brought to our company. Most of the time you’d assume that these are two different questions, but they are actually related because Michigan protects sales representatives pursuant to statute and if their employment agreement includes future income, even if they no longer work for the company, contracts can’t be canceled simply to decrease their income.

This same client asked about the potential of moving operations to China. They were an automotive client in the early 2000s and companies were facing pressure to relocate or open facilities in China. This was during the days of the “Baojin Company” and Joint Ventures in China. The unofficial rule was companies had to have a Chinese joint venture to secure a business license in the automotive sector. We discussed options related to finding local business partners and whether they should work with an established Chinese automotive company or find an individual with whom to partner. We eventually decided on partnering with an individual. Working with the individual provided the client with more effective technology transfer controls and simpler corporate structures. The protection of the technology was essential because often once technology enters China it will be disseminated regardless of patents, trade secrets, or non-disclosure agreements.

Oftentimes a major issue for new companies is raising capital to fund expansion or spur growth. I always enjoy discussing the various avenues open for a company to raise funds. This can range from bringing in a single investment partner or issuing and selling stock. A client’s corporate structure informs the structure of any offering, but if the current structure does not lend itself to an effective method of raising capital, there are many ways to modify the structure or create a parent company that can provide the appropriate corporate structure.

The rule always is to understand your clients and anticipate their needs.

What is Banking Law?

Banking Law is the confluence of contract and real estate. Most people know a bank almost never lends money without some form of security. The high value security is normally land. I started working with banks while I was a file clerk as an Undergrad at MSU. I worked for a small law firm that had a large foreclosure docket and I ended up running the foreclosure docket while I was still in law school. This was around the time the mortgage crisis led to the re-writing of most of the foreclosure laws that included higher standards applied to all lenders. I had to re-write the procedures followed at the firm and then execute those procedures; it was an interesting time because no one was really sure of the roadmap.

Banking law also provides an attorney with a great deal of knowledge about real estate law, ranging from environmental remediation issues to stains on the title of real estate. I’ve always found that combination interesting and intellectually challenging.

Banking law also includes a substantial amount of secured transactions issues. Understanding the appropriate UCC forms to file, how to define the property, whether a fixture filing is necessary, and familiarity with all the tools that must be in a banking lawyer’s tool box.

What is Real Estate Law?

We’ve already touched briefly on “Real Estate Law”, but simply stated real estate law covers everything related to the sale, purchase, transfer, or ownership of land. The simplest type of real estate matter is a purchase agreement or drafting a deed. These are normally very straightforward documents that can be drafted without too many revisions.

However, some purchase agreements can be quite complicated and go through multiple versions until they reflect the agreement of the parties. My personal experience is that the most complicated purchase agreements are normally between family or friends because they want this thing or that concession to make up for something that has nothing to do with the property being purchased.

Real estate law, on the other hand, can represent very complicated and potentially very expensive litigation on environmental issues. I was involved in a matter with the Michigan Department of Environmental Quality and the classification of property as a wetland. Had the property’s designation remained “wetland”, a big box store would not have been able to build a store on the many acres purchased at a premium price. It was essential that suit be brought against the DEQ to have the property’s classification changed to reflect that the property was not actually a wetland. If you aren’t aware, the DEQ draws wetland lines on site maps based more on elevation than actually having ‘boots on the ground.” Since they rely on this classification type it is often left to the property owner to act as the “boots on the ground” to demonstrate to the DEQ that there actually isn’t water running across this or that piece of property. Sometimes the DEQ will agree with the landowner’s initial statement and re-classify the property, but often the DEQ will dig in its heels and you have to drag the DEQ to court to challenge their classification.

In the big box store case I remember that the DEQ was not interested at all in changing the designation on the site maps. That case required a great deal of expert testimony, but in the end we were able to get the wetlands designation changed. The client was happy even though it took a few years before they were able to start construction.

What are you known for professionally? What do you have a knack for?

I do not simply rely on a form. I always make sure my recommendations are based specifically on the client’s needs for both today and in the future. The more personalized a document or recommendation is the better it fits the individual and after we discuss the document and/or recommendations, they understand what the document says and how it applies to their situation. People have often said to me that it is clear I know what I am advising on, and that I can break down what I am saying so anyone can understand.

What’s the one problem you solve best for your clients? What do your ideal clients say about you?

Normally if I am speaking to individual clients (unlike institutional clients like banks) they are having problems with their small business or concerned about some issue with their home. Normally, emotions are running high and the best decisions might not be the decisions a client wants to make. It is essential that I discuss the pros and cons of those decisions and work with the client to understand the knee-jerk response might not be the best for their business or their home. I’ve been told I am quite good at “talking people off the ledge.”

Hewson & Van Hellemont, P.C. is equipped to assist clients not only in Michigan but across the nation in corporate matters and in Michigan, New York, and Florida in real estate matters. In addition to Tim Kaufmann, Greg Marler is located in HVH’s Florida office and handles business and real estate matters as an adjunct to his estate planning and estate administration practice.

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