Justin G. Klimko

• klimkojg@butzel.com
• P 313 225 7037
• F 313 225 7080
• Download vCard >

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 healthcare 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).