Varnum represents agricultural cooperative clients in Michigan, Minnesota, Indiana and Ohio. This representation includes serving as general counsel to a number of cooperatives (where we service all of the cooperative’s legal needs) and regularly working with cooperatives as counsel for particular projects (e.g., a merger transaction). Specific areas of experience include:
Co-Op Mergers and Acquisitions
We have recently worked on a number of cooperative merger transactions, including mergers of regional cooperatives, mergers of cooperatives incorporated in multiple states and a merger of a regional cooperative with an international Fortune 100 cooperative.
We are well-versed in cooperative corporate statutes with respect to mergers, including shareholder approval requirements and dissenters’ rights analysis. In a number of merger transactions, we actively managed the board and shareholder approval process, including advising the board on strategy, preparing and handling the mailing of the shareholder meeting materials, and tabulating the votes. In structuring and negotiating merger transactions, we step away from the traditional adversarial process and work jointly with both cooperatives to facilitate a compatible consolidation that fosters a successful integration of the cooperatives’ cultures and business operations.
Capper-Volstead and Other Unique Cooperative Laws
We have expertise in all laws and regulations unique to cooperatives. This includes state cooperative statutes, the federal Capper-Volstead Act, laws governing patronage and relevant tax laws and regulations.
Co-Op Formation and Organization
We advise managers and directors through all stages of cooperative establishment, including counsel on articles of incorporation and corporate bylaws, to make certain the resulting entity is firmly established in full compliance with all cooperative laws.
In drafting governing documents and policies, we work to ensure that the established practices will not only support but also maintain the values and culture of a cooperative organization.
We serve as collection counsel for a number of cooperative clients. We are very efficient in the collection process, including litigating collection matters, and are sensitive to the emotional issues of collecting from a cooperative member in the community. We are also very aware of the unique aspects of collections in the agricultural context (e.g., seasonality, taking security interests in crops, collecting from farmers in bankruptcy, etc.).