Justin Klimko, Butzel Long Photo

Justin G. Klimko is a Shareholder practicing in Butzel's Detroit office. He is President of the firm and serves on its Board of Directors. 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.

Overview

Justin G. Klimko is a Shareholder practicing in Butzel'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 planning, negotiating and implementing various types of merger and acquisition transactions, representing both acquiring and acquired companies, including asset sales, straight mergers, reverse triangular mergers, share purchases, share exchange transactions and going-private transactions. He has represented companies making venture round investments as well as representing new companies in startup, general organization and operation and several rounds of venture capital financing.  He has been lead counsel on many national and cross-border acquisition transactions, representing both buyers and sellers in transactions involving both strategic and financial buyers.  His experience includes premerger notification filings and analysis under U.S. merger control regulations such as the Hart-Scott Rodino Antitrust Improvements Act and the Committee on Foreign Investments in the U.S. (CFIUS).

He also 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; preparation and review of periodic issuer filings reports 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 represented special committees and standing committees of corporate boards 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 also has 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 Section’s Corporate Laws Committee, responsible for monitoring and modifying Michigan’s corporate statute.  In that capacity he has been actively involved in the development of Michigan’s corporate law, leading efforts to prepare and gain legislative approval of several rounds of amendments to Michigan’s Business Corporation Act.  He has also been a significant contributor to amicus briefs on business law topics filed by the Business Law Section at the invitation of the Michigan Court of Appeals and Michigan Supreme Court, further helping to clarify business law in Michigan.

He also has chaired the Section’s Ad Hoc Committee on Legal Opinions, which has issued reports to address opinion issues in business transactions, including issues specific to Michigan law.  He participates in these efforts on a national basis as well, as a representative to the Working Group on Legal Opinions, a member of the ABA Committee on Legal Opinions and the sole Michigan member of the TriBar Opinion Committee, the leading national committee addressing opinions in business transaction.

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).

Publications

Oppression Claims and Limitations of Actions, 40-3 Mich. Bus. L.J. 17 (Fall 2020)

2017 Amendments to Michigan’s Business Corporation Act, 37-3 Mich. Bus. L.J. 17 (Fall 2017)

Madugula v Taub: The Supreme Court Clarifies Some Shareholder Oppression Questions 34-3 Mich. Bus. L.J. 17 (Fall 2014)

Amendments to Michigan’s Business Corporation Act and Repeal of the Professional Service Corporation Act, 33-2 Mich. Bus. L.J. 18 (Summer 2013)

New Amendments to the Michigan Business Corporation Act, 29-1 Mich. Bus. L.J. 10 (Spring 2009)

Incorporation by Professional Service Providers: The Curious Case of Miller v Allstate, XXVII-3 Mich. Bus. L.J. 26 (Fall, 2008)

Proposed Amendments to the Michigan Business Corporation Act, XXV-2 Mich. Bus. L.J. 11 (Summer 2005)

The Sarbanes-Oxley Act: Possible Impacts on Privately Held Companies, 83-5 Mich. Bar J. 36 (May, 2004)

2001 Changes to the Michigan Business Corporation Act, XXI-1 Mich. Bus. L.J. 28  (Winter 2001)

Co-Author: The Effect of the Revised Business Corporation Act on Accounting for Capital Transactions, 41-4 The Michigan CPA 12, 42-1, The Michigan CPA 20 (1990)

The Revised Michigan Business Corporation Act: New and Improved for the 90's, XII-2 Mich. Bus. L.J. 1 (Spring 1989).

Takeovers and Greenmail Under Michigan P.A. 58, 67 Mich. Bar J. 630 (1987)

Credentials

Education

Duke University Law School 1980, J.D.

Ohio University 1977, B.A.

Admissions

Memberships

  • 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

Awards & Recognitions

Awards & Recognitions

2022 inductee, Michigan Lawyers Weekly Hall of Fame

2021 Association for Corporate Growth (ACG) Detroit Lifetime Achievement Award.

2009 State Bar of Michigan Business Law Section’s 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, 1995-2023

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

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

Martindale-Hubbell AV rating

Michigan Super Lawyers - Top 100

Michigan Super Lawyers - Mergers and Acquisitions, 2013-2022

DBusiness Top Lawyers in Metro Detroit, Banking & Financial Service Law, 2014; Corporate Law, 2011-2022; Mergers & Acquisitions Law, 2011-2022; Business Law Corporate Governance and Compliance Law Securities Law, 2011-2013, 2016, 2018 & 2019, 2022

Experience

  • Represented Asian manufacturer in bid for assets of U.S. based joint venture
  • Multiple engagements as expert witness in professional liability actions arising from business transactions
  • Represented road construction company in asset sale to industry competitor
  • Assisted numerous clients with international transactions involving environmental due diligence and permitting throughout South America, Asia and Europe.
  • Represented automotive supplier of interior components in finance matters related to joint venture formation
  • Represented partial owner of home products retailer in owner dispute and equity purchase transaction
  • Represented a machinery company in a sale to an ESOP and related commercial financing
  • Represented furnace manufacturer in multiple asset acquisitions
  • Represented aerospace manufacturer in asset purchase transactions
  • Represented hospital system in joint venture for facilities services
  • Represented discount sporting goods retailer in commercial credit facility and separate financing for distribution center
  • Represented Asian manufacturing company in U.S portion of acquisition of assets and operations from North American based automotive supplier
  • Represented medical devices manufacturer in asset purchase transactions
  • Represented pharmaceuticals company in multiple-round preferred stock financings involving five venture capital investors
  • Represented automotive supplier of exhaust train components in numerous capital transactions
  • 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 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
  • 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.
  • Numerous engagements to provide local counsel opinions in multistate financing transactions
  • Represented alternative energy supplier in recapitalization transaction with private equity investor
  • Assisted insurance services company in analyzing and negotiating unwind of derivatives contracts following merger transaction
  • 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
  • Represented individuals in investment in preferred stock of an IT training company
  • Represented employment services company in sale to private equity investor
  • Represented global industrial company in sale to private equity affiliate.
  • Represented consortium of construction companies in public-private partnership transaction for financing of major highway improvements
  • Advised the special committee of the board of directors of a building products company in a management-led acquisition
  • Represented professional services company in several acquisition transactions.
  • Represented an automotive fasteners company in a disposition merger
  • Represented private equity investor in a recapitalization transaction for IT consulting company
  • Assisted building materials and products buyer in asset acquisition

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