The U.S. automotive retail sector continues to consolidate at a rapid pace. The number of dealership rooftops has declined about 10% in recent years, yet dealers continue to face competitive pressures as SAAR unit sales are flattening out, manufacturers are imposing costly facility requirements, new market entrants such as private equity and family offices are investing in dealerships, and consumers are becoming better informed through mobile technology. Many dealers feel the need to grow through acquisitions to drive efficiencies, while others are deciding to sell as sale multiples remain at relatively high levels.
Whether you want to buy or sell, or simply preserve what you have built for the next generation, experienced dealer counsel is essential. Akerman's multidisciplinary Automotive Retail Practice is one of the leading dealer counsel practices in the country for buy/sell transactions. Our team has a long history of representing local, regional, and national automotive dealers throughout the United States. We have handled the purchase and sale of hundreds of dealership franchises, spanning all major brands in markets from coast to coast, as well as the negotiation of joint ventures with investors acquiring control or non-control positions in dealerships. Our clients range from family-owned dealers with one or more stores in a single market, to private equity and other dealer groups, to the largest publicly traded U.S. retailer with more than 360 stores across the country.
Dealership Buy/Sell Transactions
Our deeply experienced team of lawyers has represented clients buying or selling “top 100” dealership groups, as well as single points, across the country. While a majority of our buy-side and sell-side clients are domestic, we have represented foreign buyers of dealerships, as well as sales to foreign buyers. Our collaborative team is comprised of corporate, real estate, finance, tax, and franchise lawyers who have practiced together for many years and we have additional industry-specific expertise available, including labor and employment, intellectual property, and other specific areas of law. We have excellent working relationships with all nationally known dealership brokers, the national and regional accounting firms that focus on dealerships, and national banks with specialty lending groups for dealerships, which typically results in smooth transactions.
We have extensive experience representing dealers applying to acquire or dispose of dealerships, protesting add-points, negotiating facility upgrades, defending warranty audits, and resolving manufacturer's right of first refusal exercises. Our team has negotiated framework agreements with manufacturers to allow larger dealer groups to more efficiently plan acquisitions in new and existing markets. We have also represented dealers in resolving disputes, in mediation, before state administrative agencies, and through litigation in various courts across the United States.
Real Estate and Facilities
Our team has comprehensive knowledge of issues impacting dealership real estate and related manufacturer requirements for dealership facilities, especially in connection with buy/sell transactions. We routinely handle real estate purchase and sale, lease, construction, and renovation contracts for dealership facilities.
We frequently resolve federal, state, and local tax controversies and audits of dealerships by various tax authorities, and provide income and estate tax advice and succession planning for family-owned dealerships. Tax planning in advance of a transaction is essential, and we routinely work with a dealer’s existing tax advisor and accountants.
Labor and Employment
In the area of employee relations, we assist dealers implementing employee compensation and benefit plans, and in drafting employment, incentive, and non-compete agreements for key managers. Our team represents dealer management in defending union organizing activities, addressing unfair labor practice charges, resolving employee claims of discrimination, and ensuring compliance with wage and hour and similar laws.
Lending and Financing
We have deep experience in auto floorplan financing and secured lending transactions with banks, manufacturer’s captive finance companies, and private and institutional lenders.