Dustin J. Daniels is the chair of Miller Johnson’s Mergers & Acquisitions practice group. Mr. Daniels’ practice focuses primarily on private-company merger and acquisition transactions. He has been recognized as a leading merger & acquisition advisor by Super Lawyers, Chambers USA and MiBiz (being awarded MiBiz’s 2017 Dealmaker of the Year Award for the advisor category).

Mergers and Acquisitions (M&A)

Mr. Daniels has represented clients in hundreds of private-company merger and acquisition transactions involving billions of dollars of transaction value. His transaction experience ranges from private-equity acquisitions, auction sale processes, distressed transactions, corporate carveouts, management buyouts and cross-border transactions. He understands and appreciates all of the intricate details necessary to successfully execute a merger and acquisition transaction in a professional manner.

Private Equity

Mr. Daniels has advised numerous private equity funds and non-committed fund sponsors in their platform and add-on business acquisitions. He possesses extensive experience solving legal issues unique to financial acquirers, such as successful positioning in competitive auction processes, transaction tax strategies, equity incentive plans, representation and warranty
insurance, debt financing, roll-over equity and strategies (and funding considerations) for purchase price adjustments, earnouts and seller financing.

Sale Transactions

Mr. Daniels has extensive experience representing family-owned and closely-held businesses in connection with their sale transactions. Such sale transactions range from formal auction sale processes to single-buyer negotiated transactions and include both financial and strategic buyers. He has maneuvered the myriad of considerations that family-owned and closely-held businesses face in sale transactions, such as sell-side due diligence to prepare for a sale process, transaction tax strategies, estate planning considerations, roll-over equity terms (including tax deferral strategies and customary minority protections), purchase price adjustments and risk allocation solutions.

Strategic and Carveout Acquisitions

Mr. Daniels has represented corporate buyers in their strategic acquisitions. He listens to his corporate clients to understand the strategic business reasons for the acquisition and the primary risks associated with the same. In addition to the customary terms and conditions addressed in business acquisitions, Mr. Daniels is experienced with the unique issues associated with strategic acquisitions and corporate carveout transactions, including transition services arrangements, post-closing integration, defining the scope of acquired business in carveout transactions and antitrust considerations.

Distressed Transactions

In connection with Miller Johnson’s robust insolvency practice group, Mr. Daniels has represented clients on both buy-side and sell-side engagements in transactions involving distressed businesses. This experience includes transactions pursuant to insolvency proceedings and outside of a formal proceeding, such as Article 9 sales. Mr. Daniels understands the key considerations in a distressed transaction, such as successor liability considerations, security for post-closing transaction claims or purchase price adjustments and negotiating with secured lenders.

Problem Solving Approach

Mr. Daniels’ approach to representing clients on merger and acquisition transactions is focused on accomplishing his client’s transaction objectives within a strategy and risk profile agreed in collaboration with his clients.  He carries out this approach by listening to his clients and their objectives, communicating clearly, evaluating both sides of any position, offering alternatives to two opposing views and working tirelessly to achieve his clients’ objectives.

Corporate Counseling and Business Contracting

Mr. Daniels also serves as the trusted advisor and quarterback of legal services for his clients. He regularly advises clients on general corporate law matters, such as corporate formation, governance counseling, shareholder agreements and other ownership agreements. In addition, Mr. Daniels represents clients in the negotiating and drafting of various business contracts. He strives to understand his clients’ business priorities in general contract matters and tailors his counsel in light of such priorities.

Corporate Finance

Mr. Daniels has experience in representing clients on joint ventures, investment transactions and corporate restructurings. He has handled numerous joint venture and investment transactions and is intimately aware of the complex issues involving corporate/management control, capital commitments, equity preferences and waterfalls, transfer restrictions, buy/sell rights and dispute resolution mechanisms. Mr. Daniels has represented both the controlling and non-controlling party in such investment transactions. He has also represented clients in connection with their debt financings.

Education

Mr. Daniels earned his Juris Doctor summa cum laude from Michigan State University College of Law with a certification in corporate law. He received his B.S. in chemical engineering from Michigan Technological University and worked for Dow Corning before attending law school.  He is admitted to practice in Michigan.