Corporate Compliance and Governance

Strict compliance with corporate by-laws is important to ensure proper corporate tax
treatment, proper continued corporate existence, and the legal protection that corporate entity status affords the dealership. Proper structure and documentation of corporate events, such as shareholder, director, and member meetings, is likewise important. Failure to comply with relevant state laws may result in unintended liability for the dealership and the dealership's owners. Let Stockamp & Brown help ensure that your dealership is conducting its business operations in compliance with appropriate corporate requirements.

Regulatory and Licensing Counsel

Despite a dealership's best attempts to comply with all applicable laws, state and federal
government agencies add yet another layer of rules and regulations with which a dealership must comply. Regulatory bodies, such as the Office of the Ohio Attorney General, the Ohio Department of Taxation, the Ohio Department of Insurance, the Ohio Bureau of Motor Vehicles, and the Federal Trade Commission, play an active role in monitoring dealership compliance with various laws. If your dealership is identified by an agency for potential rule or law violations, rely upon Stockamp & Brown's experience representing dealers before governmental agencies.

Manufacturer Audits

Manufacturers routinely conduct audits of sales incentive program practices and service
warranty practices. While a franchisor may have a contractual right to conduct such audits,
a dealer has the right to have legal counsel participate in them as well. As audits regularly
conclude with dealers being charged-back enormous amounts of money - six figure audit
charge-backs are becoming common – Stockamp & Brown can assist in defending dealer
practices and challenging questionable and unreasonable audit results.

Dealer Insolvency, Forebearance, and Workout Issues

With the significant challenges that the retail automobile industry is faced with today, a
dealership may experience potentially threatening economic conditions and financial hardships. Whether a dealership is in jeopardy of failing to meet its continuing financial obligations or has engaged in conduct that has triggered financial covenant defaults, Stockamp & Brown can advise dealers on strategies related to protecting dealership assets and property.

Arbitration, Mediation, and Dispute Resolution

Many franchise agreements, retail purchase agreements, and vendor agreements require
that dealers participate in informal dispute resolution processes prior to litigation being
initiated. While understood to be "informal," a dealership should only participate in these
alternative dispute resolution processes with the guidance of experienced dealership counsel, as they affect your dealership's legal rights and defenses. Stockamp & Brown has significant experience in the arbitration and mediation of legal disputes.

Dealer Agreements

Critical terms in floor-plan, retail finance, service provider, and insurance agreements must be negotiated to protect the dealership. Many dealerships have multiple agreements regarding these services and, and in our experience, too many dealers simply sign these agreements without reviewing them or trying to negotiate revisions. It is typically much more costly to seek the advice of counsel after a bank demands that you repurchase a deal (or an entire portfolio), or after an insurance company informs the dealership that it is not covered for a specific occurrence. We have negotiated revisions to hundreds of these agreements and have formed relationships with many of the manufactures, lenders, and vendor's counsel, which allows us to expedite the review and negotiation processes in many cases.