Corporate and transactional counsel for manufacturers and industrial businesses, covering M&A, supply-chain and OEM contracts, intellectual property, and the product and regulatory risk of making and selling goods, all read through how a plant actually runs.
A warranty claim on a machine shipped today expires four years after it was tendered, whether or not the defect had surfaced, unless the warranty explicitly extends to future performance. That one rule in Article 2 of the Uniform Commercial Code makes a product line's warranty tail measurable, and it is why we read the back of the purchase order before the quality-of-earnings report.
The sector is built from rules like it. When a buyer's order and a seller's acknowledgment carry different terms, the conflicting terms knock each other out in most states and the Code fills the gap, which is how a supplier ends up bound by an implied warranty of merchantability; disclaiming one requires the word merchantability in conspicuous type. A rise in input costs is not, by itself, commercial impracticability. A Phase I environmental assessment shields an asset buyer from cleanup liability only if its inquiries were made or updated within 180 days before closing.
We buy, sell, and paper manufacturing businesses with those rules in hand, and read each contract the way the plant floor will.
Buying and selling manufacturing businesses, add-on acquisitions, plant and product-line carve-outs, and roll-up strategies for sponsors building an industrial platform, with diligence aimed at the supplier, customer, equipment, and liability risks that don't show on the balance sheet.
Supply, OEM, and tolling agreements, master purchase orders, and dealer and distribution arrangements, drafted and negotiated to allocate the risk of disruption, defect, and price volatility through warranty, indemnity, force majeure, and price-adjustment terms.
Protecting the process know-how, trade secrets, designs, and brands that drive an industrial business through IP ownership and assignment, technology licensing, confidentiality, and the structuring that keeps the most valuable assets defensible. We coordinate with registered patent counsel where prosecution is required.
Structuring around product liability and regulatory exposure through entity design, contractual risk allocation, insurance coordination, and compliance posture, and representing manufacturers in disputes when they arise. Where a product sits under agency oversight, we coordinate with counsel who practice before that agency.
International supply, components, and sales structured for how the goods actually move. We handle the foreign-entity and joint-venture questions, the cross-border supply and distribution terms, and the country-of-origin analysis that decides which tariff a finished good pays, with locally admitted counsel wherever a jurisdiction requires it.
Financing, joint ventures, and equity arrangements for manufacturers raising capital or partnering on capacity, alongside the governance, shareholder, and asset-protection work that keeps an industrial business defensible as it grows and changes hands.
A master supply agreement with no volume commitment is a price list. The customer relationship lives in the releases issued under it, which is why diligence reads two years of releases, the termination-for-convenience clause, and the question of who owns the tooling on the shop floor, since customer-owned tooling walks out with the customer.
An asset purchase does not leave product liability behind. Courts impose it on a buyer that assumes it, continues the seller's business under the same owners, or merged with the seller in substance, and several states add a product-line rule that follows the brand itself. Indemnity and escrow are sized to that map.
Supply, OEM, and purchase-order terms carry real money. Force majeure, indemnity, and price-adjustment clauses decide who absorbs the cost when a supplier fails or input prices move.
A consumer-product maker that learns of a defect capable of creating a substantial product hazard must report it to the Consumer Product Safety Commission within 24 hours. Where a product sits under the FDA, the EPA, or another agency, we coordinate with counsel who practice before it, and we check the reporting deadline first.
Country of origin, and so the duty rate, is decided by where a good was last substantially transformed, not where it was finished or shipped from. The Incoterm decides who bears risk in transit and who clears customs, the party the government holds to account. Both are set in the supply agreement or by default.
A trade secret exists only while its owner takes reasonable measures to keep it secret; a process any visitor can photograph is not one. The Defend Trade Secrets Act adds a trap: an agreement that omits the whistleblower notice forfeits exemplary damages and fees against that employee. Both are paperwork, fixed before diligence asks.
Diligence starts on the plant floor rather than in the data room, with supplier concentration, single-sourced components, equipment age, environmental history, and which purchase orders actually carry the revenue. The quality-of-earnings report answers less here than the quality of the line.
Warranty reserves, recall exposure, environmental remediation, and successor liability get allocated before signing, through deal structure, indemnity baskets, escrows, and R&W insurance, so the liabilities that follow a product into the field don't follow the buyer past close.
Post-close, the supply and OEM agreements get rebuilt to survive stress: force majeure and price-adjustment terms tested against real disruption, second-source rights secured, and the trade-secret and assignment paperwork closed around the process know-how the deal was actually priced on.
Add-ons bolt onto the platform on the same contract architecture, so integration is a merge rather than a translation. When the sponsor sells, the clean chain of title on IP, contracts, and liabilities is what shows up in the multiple.
The balance sheet tells you what a manufacturer owns, and the plant floor tells you what it's worth.
Hart David Carson LLP acts as corporate and transactional counsel to manufacturers and industrial businesses on M&A and roll-ups, supply and OEM agreements, distribution and licensing, intellectual property, governance, and the product and regulatory risk that comes with making and selling goods. The capabilities are the firm's standard corporate toolkit. The difference is that we read them through how a manufacturing business actually runs, which means the supply chain, the plant, the warranty, and the cross-border flow of components and finished goods.
Yes. A manufacturing acquisition is diligenced on the floor as much as in the data room: supplier concentration and single-sourced parts, customer-owned tooling and the releases that carry the revenue, and the open warranty and recall exposure on everything shipped in the last four years. A post-closing consolidation that closes a plant and costs 50 or more jobs at one site needs 60 days' notice under the federal WARN Act, with state statutes layered on top, so the integration plan is drafted before signing. The price, the escrow, and the indemnity are then sized to what that diligence found rather than to a market convention.
Yes. A supply agreement is tested by the shipment that does not arrive, so we draft for that day. The force majeure clause names the events it excuses, since the Code on its own excuses very little and never a price rise. The price-adjustment mechanism is tied to a published index rather than to a renegotiation. Allocation and second-source rights say what happens when a supplier short-ships. On the OEM side the questions are tooling ownership, warranty pass-through from component to finished good, and who pays for a field recall, and each has to be answered in the same document the purchase orders incorporate.
We address product and regulatory exposure structurally, through entity design, contractual risk allocation, insurance coordination, and compliance posture, and we represent manufacturers in disputes when they arise. Where a product sits under a particular regulator, such as the FDA for medical devices or another agency, we coordinate with counsel who practice before that agency, or with locally admitted counsel, so the regulatory analysis is handled by the right hands.
Yes. A contract between a US buyer and a supplier in Germany or China is governed by the UN Convention on Contracts for the International Sale of Goods unless the parties exclude it, and the Convention has no statute of frauds and lets a court read the negotiations into the contract. Most American manufacturers exclude it by habit; we decide deliberately, then set the governing law, the forum, and the arbitration seat so that a warranty against a foreign supplier is worth enforcing. The firm works from Chicago, with offices in London and Dubai through partner firms and locally admitted counsel in about 51 jurisdictions where an entity or a filing is required.
It changes what gets read first. In a software deal the diligence starts with the cap table and the code; in a manufacturing deal it starts with the top customer releases, the tooling list, and the warranty reserve, and it includes a walk through the plant. The documents change too: a supply agreement carries allocation and second-source terms a software contract never needs, and an asset purchase is drafted against successor liability for products the seller shipped years earlier. The statute is the same Article 2 and the same corporate code. The questions it has to answer are a manufacturer's.
Transactions, IP, and growth capital for software and platform businesses, where speed of execution is itself the advantage and the technology behind a product is the asset to protect.
Explore →Projects, finance, and regulatory work for energy and resources operators and their investors, structured for the cross-border, capital-intensive realities these sectors share with industrials.
Explore →Corporate and transactional structuring for operators, investors, and the entities that hold the assets, including joint ventures, acquisitions, and a capital stack that holds under pressure.
Explore →Buyouts, fund formation, and direct deals for sponsors and the family offices behind the industrial platforms they build, with the governance and asset-protection work that keeps a portfolio defensible.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.