Automotive Law
Working in close collaboration with the preeminent automotive law firm Aboyoun Dobbs, we handle a full range of transactions and legal issues for franchised and independent dealerships across the country.
Our dealer clients often count on us to be their general counsel – a true partner who has the industry knowledge necessary to move their business forward.
Not only do we advise on all aspects of the purchase, sale, financing and operation of auto dealerships, but we do so in a holisitic manner, with attorneys focused on corporate, environmental, real estate, land use, employment, tax, intellectual property, litigation and other areas that affect dealerships.
It’s also how we advise our clients that sets us apart. In executing transactions, we come to the deal table motivated by your desire to get past the finish line. Unlike other law firms who view a dealership transaction as they would any other, we use our 30+ years of industry experience to overcome obstacles, pinpoint areas of opportunity and bring deals to a successful conclusion.
Encroachment Protection – A Double Edged Sword
May 1, 2020
Greater New York Automobile Dealers Association 2020 Membership Directory and Services Guide By Joseph S. Aboyoun The auto retail business, as with all industries, never stays the same. The market and the competition is in a constant state of flux. When new competition is presented, or when a new opportunity arises, the dealer must be […]
Consider an Employee Stock Option Plan Instead of Selling Your Dealership
November 20, 2019
Automotive Buy Sell Report November 20, 2019 By Joseph S. Aboyoun In spite of what is reported by some, buy-sell activity is down. This trend, coupled with a decline in the SAAR and, most importantly, profitability, has a clear and negative impact on blue sky values. This is further exacerbated by the long-term uncertainty of […]
Anatomy of a Failed Buy Sell
August 21, 2019
Automotive Buy Sell Report August 21, 2019 By Joseph S. Aboyoun You enter into a long-awaited buy-sell transaction. As the seller, you are comforted that your exit plan is finally underway. As the buyer, you are pleased with the deal and what it will accomplish for your organization. Both parties proceed full steam ahead and […]
Optimize Your Dealership Group's Value Through Strategic Buy Sells
May 15, 2019
Automotive Buy Sell Report May 15, 2019 By Joseph S. Aboyoun The many years of growth and significant profits appear to be behind us. The SAAR has retreated, profits are down, inventories are piling up, and competition is as stiff as it’s ever been. At the same time, the manufacturers continue to erode dealership profits […]
Exit Strategies: Non-Traditional Buy-Sell Alternatives
August 15, 2018
Automotive Buy Sell Report August 15, 2018 By Joseph S. Aboyoun The traditional buy-sell is not the only available exit structure for your dealership investment(s). In certain instances, it may not be the most desirable or optimal approach. Certainly, alternative structures should be considered if the buy-sell does not enhance or maximize your goals. Let’s […]
The Real Estate Component in Buy Sells: The Elephant in the Room?
May 23, 2018
Automotive Buy Sell Report May 23, 2018 By Joseph S. Aboyoun The role of dealership real estate in a buy-sell cannot be minimized. While the franchise is certainly the central component, in many cases, the real estate commands a significant price. In the long run, it may very well be the most important part of […]
Blue Sky: Much More Than a Numbers Game
March 14, 2018
Automotive Buy Sell Report March 14, 2018 By Joseph S. Aboyoun A Subaru dealership purchased five years ago for three times earnings was obviously a phenomenal investment for the Buyer and a poor decision on the part of the Seller. Conversely, the purchase of a Hyundai store at that time for the same multiple was […]
The Role of a Dealership Broker or Advisor in a Buy Sell
November 1, 2017
Automotive Buy Sell Report November 1, 2017 By Joseph S. Aboyoun One of the threshold questions when pondering the sale of your store is whether to include a broker or advisor in the process. Of course, this factor adds to the transactional costs of your deal. Does the broker/advisor bring sufficient value to off-set such […]
Turning a Dealership Sale Under Pressure Into an Opportunity
September 6, 2017
Automotive Buy Sell Report September 6, 2017 By Joseph S. Aboyoun Unfortunate circumstances may arise that force an untimely buy-sell transaction. Here are some typical examples: A pending or threatened termination of your franchise. Serious financial difficulties where your lender threatens to withhold financing or, worse, significant legal action. A shareholder dispute – e.g. a […]
Constant Vigilance of Both Parties' Obligations Can Ensure a Timely Dealership Closing
July 19, 2017
Automotive Buy Sell Report July 19, 2017 By Joseph S. Aboyoun As an experienced physician knows all too well, a successful operation is only the beginning of a patient’s recovery. The delicate post-op process is critical to that success. The same concept applies in dealership acquisitions. The successful conclusion of negotiations and the execution of […]
The Buy Sell Deals You May Want To Avoid
April 26, 2017
Automotive Buy Sell Report April 26, 2017 By Joseph S. Aboyoun Contrary to the classic Yogism, when you come to a fork in the road, rather than taking the road less travelled sometimes it is better to turn around and head back home. This advice applies to dealership acquisitions that you might consider along the […]
Navigating the ROFR Minefield
March 1, 2017
National Association of Dealer Counsel March 1, 2017 By Joseph S. Aboyoun I. Introduction The automotive franchisor’s right of first refusal ("ROFR") under its dealer agreement has become a major component in buy-sell transactions today. The frequency of ROFR exercises has significantly increased in recent years. The exercise presents both missed opportunities for some and […]
In a New York State of Mind: The New York Buy-Sell
March 1, 2017
March 1, 2017 By Joseph S. Aboyoun Each state has its own special rules regarding buy-sells. These include the state’s franchise law, licensing requirements and local custom/protocol. The State of New York certainly has its own such nuances. These must be understood to accomplish an effective and successful deal. Franchise Approval The Franchise Motor Vehicle […]
Buy-Sells: Beyond the Basics
March 1, 2017
March 1, 2017 By Joseph S. Aboyoun Handling a buy-sell transaction for a client can be a very rewarding experience to the dealer lawyer. However, the matter can also be frustrating, disappointing and embarrassing if not handled correctly. It is wrought with professional liability and exposure. Given the magnitude of the deals today in terms […]
The Undesirable Buyer, or Don't Approach Your Buy-Sell Like a Blind Date
February 15, 2017
Automotive Buy Sell Report February 15, 2017 By Joseph S. Aboyoun You have spent most of your adult life building a phenomenal dealership or even a major platform of stores and franchises. Your organization matches any in terms of performance and pound-for-pound is right up there with the best in the industry. However, you have […]
The Franchise Application: Danger Lurks in an Improperly Completed Document
November 16, 2016
Automotive Buy Sell Report November 16, 2016 By Joseph S. Aboyoun The issues surrounding franchise approval have been extensively addressed in the buy-sell world. An ancillary, albeit significant, component of this aspect is the application process itself. This is not a perfunctory exercise. Many problems can arise in a buy-sell as a result of application […]
The Franchiser's Right of First Refusal: An Automotive Industry Perspective
October 4, 2016
Parts and Accessories in Your Dealership Buy/Sell Agreement: The Optimum Approach
June 15, 2016
Automotive Buy Sell Report June 15, 2016 By Joseph S. Aboyoun Parts and accessories is an area that is often overlooked during a buy-sell transaction. While this may be considered a minor component of the deal, there is no reason to leave money on the table. A careful and comprehensive approach can avoid this result. […]
Motor Vehicle Inventory Issues in Buy-Sells: How Real Value Can Be Gained or Lost
March 23, 2016
Automotive Buy Sell Report March 23, 2016 By Joseph S. Aboyoun The price negotiations in a buy-sell do not end with the establishment of the blue sky amount. To achieve an optimum deal, many additional terms must be addressed. One of the more significant price points is the motor vehicles inventory. There is no such […]
Complex Issues Can Trip up a Deal If Not Resolved When Selling a Dealership with Multiple Owners or Investors
January 20, 2016
Automotive Buy Sell Report January 20, 2016 By Joseph S. Aboyoun Special issues arise when selling a dealership which has several owners/investors. This becomes even more complicated if some of the owners are automotive people and the others (e.g. passive investors) are not. This complexity is confronted when one or more of the owners intend […]
The Partnered Acquisition: Special Challenges
September 30, 2015
Automotive Buy Sell Report September 30, 2015 By Joseph S. Aboyoun The acquisition of a dealership is a challenge in its own right. To couple such a deal with a partnership can be even more challenging. If not properly planned and structured, it can be a formula for disaster from both a deal and an […]
Capitalizing the Deal: Funding Requirements and Alternatives
July 8, 2015
Automotive Buy Sell Report July 8, 2015 By Joseph S. Aboyoun A key component of every buy-sell is its capital structure. The purchase of a motor vehicle dealership presents some unique challenges in this regard. I. Franchise Requirements The goal is to ensure that your capital structure meets and preferably exceeds the requirements of the […]
The Deal on Wheels: Be Ready for Potential Problems in a Location Change
May 13, 2015
Automotive Buy Sell Report May 13, 2015 By Joseph S. Aboyoun A dealership acquisition involving the relocation of a dealership can present special considerations, including a challenge by another dealer or a factory challenge. Planning for how these concerns can be dealt with should be addressed in the acquisition agreement (Buy/Sell). The need to relocate […]
The New Point: Opportunity and Challenge
February 18, 2015
Automotive Buy Sell Report February 18, 2015 By Joseph S. Aboyoun You’ve likely heard great stories about the dealer (sometimes your competitor) who received a new “point”, and how it became a tremendous success. You were envious and wondered when your opportunity would come, when you would finally be the “favorite son” of the factory […]
Factory Approval: The Buyer's Concerns When Drafting a Buy Sell Agreement
October 29, 2014
Automotive Buy Sell Report October 29, 2014 By Joseph S. Aboyoun The single most important factor in a dealership acquisition is franchise approval. Needless to say, without the manufacturer’s approval, the deal cannot proceed. Every automotive acquisition agreement (buy sell) must include a contingency for this factor. It is essential that each party understand what […]
