Justin G. Klimko

Shareholder
Director
Detroit
klimkojg@butzel.com | P 313 225 7037 | F 313 225 7080

Justin G. Klimko is a shareholder practicing in Butzel Long's Detroit office. He is President of the firm and serves on its Board of Directors. He graduated from Duke University Law School (J.D., with distinction, 1980) and Ohio University (B.A., summa cum laude, 1977). Mr. Klimko has extensive experience in securities regulation, corporate financing, mergers and acquisitions, corporate governance and general corporate matters, fields in which he has practiced since 1980.

Mr. Klimko has substantial experience in securities regulation matters for publicly and privately held companies. This includes analysis of and compliance with Sarbanes-Oxley regulations; public offerings (including IPOs); proxy statement preparation for annual meetings as well as for acquisition transactions involving public companies; preparation and review of Form 10-K, 10-Q and 8-K reports; preparation of Forms 3, 4 and 5 for reporting by certain insiders; preparation of Schedule 13E-3 statements in connection with going private transactions; analysis of Rule 144 issues for resales of securities acquired in non-public transactions; Regulation FD compliance; and general analysis and advice regarding registration, reporting and disclosure issues. He also has extensive experience in private placements and secured and unsecured financing transactions, including experience in venture capital financing for early stage companies and co-venture transactions involving participation in pre-IPO private financing.

Mr. Klimko has substantial experience in planning, negotiating and implementing various types of merger and acquisition transactions, representing both acquiring and acquired companies, including sales of substantially all of a corporation's assets, straight mergers, reverse triangular mergers, share purchases, share exchange transactions and going-private transactions. He has represented companies making venture round investments in biotech and health care related companies as well as representing new companies in startup, general organization and operation and several rounds of venture capital financing.

Mr. Klimko also has experience representing committees of boards of directors. He has represented special committees and standing committees investigating alleged financial mismanagement by corporate officers; accounting restatement issues; claims alleged by shareholders seeking to commence derivative litigation; and the financial fairness of going private proposals from company management. He has also advised standing board committees in the performance of their duties.

Mr. Klimko taught corporation law for five years as an Adjunct Professor at the University of Detroit Mercy Law School, frequently lectures and authors articles on business law subjects and has served as general editor of a treatise on Michigan Business Forms and a contributing author for a treatise on Michigan contract law.

Mr. Klimko is a past Chair of the State Bar of Michigan Business Law Section. He co-chairs the Business Law Section's Corporate Laws Committee, which monitors Michigan corporation laws and actively participates in their amendment from time to time. He chaired the Business Law Section's Ad Hoc Committee on Legal Opinions in Business Transactions, which issued a widely-referenced report providing guidance to attorneys in Michigan on issues involved in legal opinions provided in business transactions. In addition, he is a member of the Legal Opinions Committee, the Negotiated Acquisitions Committee and the Federal Regulation of Securities Committee of the American Bar Association.

Mr. Klimko is included in the publication The Best Lawyers in America and enjoys an "AV" rating from the Martindale-Hubbell rating system. He is rated one of Michigan's top Corporate/M&A attorneys by Chambers USA Guide of America's Leading Lawyers for Business and is listed in Michigan Super Lawyers (Mergers and Acquisitions).

  • Ohio University Undergraduate 1977, B.A.
  • Duke University Law School Law School 1980, J.D.

Recipient, 2013 Lexology/International Law Office Client Choice Award - Mergers and Acquisitions

2009 Recipient of the Stephen H. Schulman Outstanding Business Lawyer Award

Chambers USA Guide of America's Leading Business Lawyers - Corporate/M&A

The Best Lawyers in America, Business Organizations Corporate Governance Law Corporate Compliance Law Corporate Law Mergers & Acquisitions Law Securities / Capital Markets Law Securities Regulation, 1995-2017

Best Lawyers' 2016 Detroit Mergers and Acquisitions Law "Lawyer of the Year"

Best Lawyers' 2015 Detroit Corporate Governance Law "Lawyer of the Year"

Best Lawyers' 2014 Detroit Corporate Law "Lawyer of the Year"

Best Lawyers' 2012 Detroit Corporate Governance Law "Lawyer of the Year"

Martindale-Hubbell "AV" rating

Michigan Super Lawyers - Mergers and Acquisitions, Top 100

Michigan Super Lawyers, Mergers and Acquisitions, 2013-2016

DBusiness Top Lawyers in Metro Detroit, Banking & Financial Service Law, 2014; Corporate Law, 2011-2017; Mergers & Acquisitions Law, 2011-2017; Business Law Corporate Governance and Compliance Law Securities Law, 2011-2013, 2016

  • Michigan

American Bar Association - Legal Opinions Committee, Merger and Acquisitions Committee, Corporate Governance Committee and Federal Regulation of Securities Committee

State Bar of Michigan - past Chair of Business Law Section

State Bar of Michigan - Co-Chair of the Business Law Section's Corporate Laws Committee

State Bar of Michigan - Chair of Business Law Section's 1991 Ad Hoc Committee on Legal Opinions in Business Transactions and 2009 Michigan Ad Hoc Committee on Legal Opinions

Working Group on Legal Opinions - Member of Association Advisory Board

  • Represented aerospace manufacturer in asset purchase transactions
  • Represented medical devices manufacturer in asset purchase transactions
  • Represented a machinery company in a sale to an ESOP and related commercial financing
  • Represented Santa Rosa Consulting in its $25 million equity capitalization by private equity investors
  • Represented discount sporting goods retailer in commercial credit facility and separate financing for distribution center
  • Represented a rubber hosing company with the disposition of operations in Canada and the U.S.
  • Represented a private equity investor in the lengthy and complicated effort to purchase all of Ford Motor Company's glass manufacturing operations in North America
  • Represented individuals in investment in preferred stock of an IT training company
  • Assisted a large IT consulting company in a disposition merger with a major industry participant
  • Represented global polymers manufacturer in multiple acquisition and disposition transactions, including complex, multi-continent acquisitions, numerous acquisitions of U.S. based distributors and disposition of operations in Canada and the U.S.
  • Represented an automotive fasteners company in a disposition merger
  • Advised the special committee of the board of directors of a building products company in a management-led acquisition
  • Represented pharmaceuticals company in multiple-round preferred stock financings involving five venture capital investors
  • Assisted numerous clients with international transactions involving environmental due diligence and permitting throughout South America, Asia and Europe.
  • Assisted building materials and products buyer in asset acquisition
  • Represented U.S and German subsidiaries of Japan-based manufacturing company in acquisition of aerospace and defense company from subsidiaries of U.K.-based manufacturer, which included CFIUS and ITAR filings
  • Represented private equity investor in a recapitalization transaction for IT consulting company
  • Sold a U.S. based defense subcontractor to a subsidiary of an Israeli defense contractor; project involved a CFIUS filing, notifications and filings under ITAR
  • Lead counsel for major auto supplier in numerous M&A transactions, both those based solely in the US and those with US and foreign components
  • Represented Asian manufacturing company in U.S portion of acquisition of assets and operations from North American based automotive supplier
  • Represented road construction company in asset sale to industry competitor
  • Represented Asian manufacturer in bid for assets of U.S. based joint venture
  • Represented alternative energy supplier in recapitalization transaction with private equity investor
  • Represented employment services company in sale to private equity investor
  • Assisted insurance services company in analyzing and negotiating unwind of derivatives contracts following merger transaction
  • Represented automotive supplier of exhaust train components in numerous capital transactions
  • Represented automotive supplier of interior components in finance matters related to joint venture formation
  • Represented furnace manufacturer in multiple asset acquisitions
  • Represented partial owner of home products retailer in owner dispute and equity purchase transaction
  • Represented hospital system in joint venture for facilities services
  • Numerous engagements to provide local counsel opinions in multistate financing transactions
  • Multiple engagements as expert witness in professional liability actions arising from business transactions