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• Buy-Sell Agreements
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Manufacturer approval of ownership transfer
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Manufacturer approval of executive management changes
Buy-Sell Agreements. The Firm represents dealer clients in negotiating, drafting
agreements and closing dealership sales. The Firm has extensive experience
in drafting Asset Purchase Agreements or transfers through Stock Purchase Agreements
ranging from a single point dealership to large multi-line automalls and working
with individuals or private and public company ownership.
Manufacturer Approval of Ownership Transfer. Do you know the grounds upon which
the manufacturer can reject a proposed ownership transfer? Is a “right
of first refusal” provision in a dealer franchise agreement enforceable?
The Firm advises its dealer clients on the limited rights of the manufacturer
to reject a proposed sale/transfer and guides dealers through the application
process with manufacturers.
Manufacturer Approval of Executive Management Changes. Many dealers are aware
of franchise law protection regarding the transfer of dealership assets or
ownership, however there are also requirements and protection when executive
management changes are proposed. The Firm advises dealers regarding legal requirements
related to executive management changes and a dealer’s rights related
to the manufacturer’s acceptance or rejection of proposed executive management
changes.
Dealer issues regarding manufacturer approval of ownership transfers or approval
of executive management changes arise at the negotiation stage of a buy-sell
or in the drafting and ultimate closing regarding a dealership sale and executive
management change. It is important for dealers to know their rights and duties
regarding the manufacturer’s involvement in a proposed dealership sale
or executive management change. Adams, Quinton & Paretti have guided many
dealers over the years through this process. Still, manufacturers violate the
franchise provisions (often in the hopes that the dealers will not know their
rights) and Adams, Quinton & Paretti have litigated for dealers against
both major and minor manufacturers for their violations. Adams, Quinton & Paretti
represent both buyers and sellers in claims against manufacturers for wrongful
turndowns or wrongful transfer rejections or executive management changes in
which the dealer seeks to recover damages, which can include lost profits or
lost blue sky due to a manufacturer’s illegal conduct under the franchise
law. Let the expertise of Adams, Quinton & Paretti work for you. Call them
with any franchise questions you have whether you are simply thinking of selling
or buying or have been the subject of detrimental or threatened manufacturer
action. |
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