Ann Marie Uetz

Partner

Overview

Ann Marie Uetz is a partner and trial attorney with Foley & Lardner LLP, where she represents upper and middle market businesses in their contracts and business disputes, as well as debtors, creditors and secured and unsecured lenders in all facets of financing and restructuring. Ann Marie focuses on the manufacturing industry – chiefly suppliers in the automotive and defense industries – and advises her clients on acquisitions, procurement and supply contracts, and disputes that arise within the supply chain. She is a member of the firm’s Automotive Industry Team and served as a founder and co-chair of its national Automotive Crisis Response Team, comprised of more than 50 attorneys across the firm in various disciplines, representing more than 100 automotive suppliers. Chambers USA recently recognized Foley’s Automotive Industry Team as a leading national practice for 2017, based on confidential in-depth interviews with clients and attorneys from across the country, scoring on technical legal ability, client service, diligence, and other qualities most valued by clients.

Ann Marie focuses her practice on business litigation and bankruptcy, two of Foley’s practice areas recently ranked by U.S. News—Best Lawyers® as “national First-Tier” practices in recognition of excellence in client service. Ann Marie works with an extensive network of business leaders and professionals, and in 2015 was included in Crain’s Most Connected list, highlighted as one of the 100 most connected businesspeople in metro Detroit.

Ann Marie Uetz is an exceptional attorney, and has been pivotal in the support of our organization. . . .  Bright, insightful and focused, and an extremely valuable extended member of our team.”

— a Foley manufacturer client, quoted in
Best Lawyers in America©, 2013

Bankruptcy and Business Litigation Practice

Ann Marie is former chair of the Litigation Department in Foley's Detroit office and former vice chair of the firm’s national Bankruptcy & Business Reorganizations Practice. She provides clients who are working in distressed business situations with practical and creative representation to protect their interests and achieve their business goals. Foley's Bankruptcy & Business Reorganizations Practice provides a wide range of representation, including that of borrowers and Chapter 11 debtors, protecting creditor’s rights in insolvency, and advising on asset acquisition. BankruptcyLaw360 has fittingly ranked this practice as one of the top ten bankruptcy practices in the nation.

Ann Marie represents clients in restructuring, bankruptcy and business disputes in federal bankruptcy and district courts across the country. She frequently represents debtors, secured lenders, creditor committees, indenture trustees, and trustees in Chapter 11 bankruptcy proceedings. She has also advised clients on the strategic sale and acquisition of distressed assets, both inside and outside of the court process. Ann Marie splits her practice between distressed debt workouts and contract/supply chain work for manufacturers, and often her work intersects these two areas. She provides counsel to customers and suppliers regarding their contracts and their best business position both prior to and after a bankruptcy filing by one of their suppliers or customers.

Ann Marie has extensive and unique knowledge of the manufacturing supply chain, including manufacturing and technology agreements. This includes supply contract negotiations, drafting supply contracts, surcharge and capacity issues, stop-ship situations and pricing disputes. These transactions often include tripartite agreements among the troubled supplier, its significant customers, and its secured lenders to solidify the commitments of each party to keep the supplier operating while the workout (or bankruptcy) is progressing. These agreements commonly consist of access and accommodation agreements, and subordinated participation agreements. Through an accommodation agreement, the customers may provide (often as a group) accommodations that solidify the lenders’ collateral base through protections on inventory and receivables, commitments to continue sourcing of existing parts to the troubled supplier and limitations on setoffs, while the lender agrees to provide working capital financing and not to foreclose. An access agreement permits the customer, under certain circumstances threatening production and only as a last resort, to access the supplier’s plant to produce parts pending transfer of the contract or facility to a healthier supplier. Ann Marie has negotiated these agreements routinely in troubled company situations and is deeply familiar with them and the underlying issues.

Ann Marie brings to the manufacturing sector a unique combination of knowledge and experience under the Uniform Commercial Code (i.e., the UCC), the Bankruptcy Code, as well as significant trial experience. She is thus able to advise her clients regarding their existing rights and legal obligations as well as counsel how those rights and obligations might be affected by the threatened insolvency or actual bankruptcy filing by her clients’ customers or suppliers. This provides her clients with the tools they need to gain traction in contract negotiations and best leverage their position in this evolving economic environment. She provides personal and remote training to her clients to help them manage their contracts and other risk.

Ann Marie is also a member of Foley’s Finance & Financial Institutions, and Real Estate Practices. Much of Ann Marie's recent work focuses on distressed debt workouts, representing banks and other lenders, lessors, receivers and CROs, as well as manufacturers who are borrowers and lessees, in all phases of workouts. She provides training for her clients and ensures that they retain all of their legal and equitable rights in the event of a default. Ann Marie and her team negotiate and draft loan documents, forbearance agreements, related real estate documents and all documents necessary to protect the client's security interest in collateral securing loan obligations. Ann Marie has worked on real estate matters for 25 years, including trial work concerning property acquisitions, developments, and redevelopments; leasing disposition and contract negotiations with real estate providers; and financing arrangements. Ann Marie combines her experience in all facets of the real estate industry to provide sophisticated representation in complex real estate workouts. She won an order for a federal court appointed receiver for the largest multi-family residential dwelling in Michigan, leading the workout of a $100 million plus loan facility.

Peer Recognition and Awards 

Having practiced for 25 years, Ann Marie has established herself as a go-to business counselor and litigator who partners with her clients. Her work stands apart from many of her peers, and she has been well recognized for her superior legal skills and client service.

  • Most notably, Ann Marie has been honored since 2013 in The Best Lawyers in America© for her work in commercial litigation.
  • She has also been honored since 2008 in the Michigan Super Lawyers® lists for her work in the areas of business litigation, bankruptcy, and real estate, following a rigorous selection process involving peer reviews and independent research.
  • She has been named (for several years running, including 2017) to DBusiness Magazine’s list of Top Lawyers in the areas of bankruptcy, business law, and real estate law – a list that draws nominations from over 21,000 attorneys.
  • Ann Marie was selected by Michigan Lawyers Weekly as one of its 20 Women in the Law for the year 2012.
  • She has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell’s peer review rating system.
  • She was named to Crain’s Notable Women Lawyers in Michigan in 2017.
  • She was recently named to Crain’s Most Connected List, representing the 100 most connected businesspeople in metro Detroit.

Illustrative Current and Recent Representations

  • Lead counsel to special servicer in obtaining a receiver appointment over commercial property pending a foreclosure, and enforcing its assignment of rents even post-redemption. Obtained a favorable decision from the United States District Court for the Eastern District of Michigan, affirmed by the Sixth Circuit Court of Appeals, enforcing Michigan’s Assignment of Rents and Non-Judicial Foreclosure statutes, and holding that, even though an assignment of rents and the underlying mortgage were extinguished by a redemption payment, the lender’s property right in the pre-redemption rents had already vested and could not be undone by the redemption; WBCMT 2003-C9 Island Living LLC v. Swan Creek Limited Partnership, Case No. 17-2374; http://www.opn.ca6.uscourts.gov/opinions.pdf/18a0302n-06.pdf
  • Lead counsel to the court-appointed receiver for Wilbanks Energy Logistics, which operated as a full-service energy logistics company until being placed into receivership due to adverse market conditions affecting the oil and gas industry. Less than sixty days after the appointment of her client as the receiver for Wilbanks, Ann Marie led and completed the $15 million dollar sale of the assets of Wilbanks and its affiliates, which included a fleet of vehicles, heavy machinery, and equipment
  • Lead counsel to secured lender in the loan workout of a west Michigan manufacturing company, including the negotiation of an access and accommodation agreement with one of the Detroit 3 OEMs, forbearance agreement and eventual refinancing to take out and pay her client in full
  • Lead counsel to secured lender regarding the default of a company located in Ohio and Michigan which owned several nursing homes and a related prescription medication service provider. Negotiated and finalized an agreement to take out and pay her client
  • Lead counsel to secured lender regarding the default of a failed skilled nursing facility in Wisconsin, where Foley is headquartered
  • Lead counsel to senior secured lender in the Chapter 11 case In re A.M.S., in the United States Bankruptcy Court for the Northern District of Ohio
  • Lead counsel to Fortune 500 manufacturer to secure its contained supply of parts from Royal Oak Industries, which was subject to a court-appointed receiver. Before ROI liquidated its assets, Ann Marie negotiated and secured a five-party access and accommodation agreement in favor of her client to ensure the continued supply of parts in the context of an orderly wind down/sale of assets
  • Lead counsel to the Official Committee of Unsecured Creditors in the Chapter 11 case Capitol Bancorp Ltd., a bank holding company which owns banks across the country (Plan of Reorganization confirmed January 2014)
  • Lead counsel to senior secured lender in a commercial single-asset foreclosure/bankruptcy case, successfully defending against the debtors’ attack on a claim based on a nonrecourse loan, resulting in new precedent in the Seventh Circuit holding that § 1111(b) treats an otherwise nonrecourse loan as a recourse loan in bankruptcy regardless of whether there is any equity in the real estate securing that loan. In re B.R. Brookfield Commons No. 1 LLC, 735 F.3d 596 (7th Cir. 2013)
  • Lead counsel for an automotive supplier with more than $2 billion in annual sales, in successfully defending and defeating a motion for a temporary restraining order (TRO) in Akron Circuit Court (Akron, Ohio), which had sought to continue shipments to a tier 1 supplier under a series of alleged requirements contracts 
  • Counsel to a government-sponsored enterprise in more than 40 class action lawsuits filed in Michigan and across the country involving exemption from payment of real-estate transfer taxes (Published Appellate Decision in favor of Foley’s client:  County of Oakland and Andrew E. Meisner; Genesee County and Deborah Cherry, Michigan Department of Attorney General and Michigan Department of Treasury v. Federal Housing Finance Agency, et al., 2013 U.S. App. LEXIS 10032, Nos. 12-2135/2136 (6th Cir. May 20, 2013))
  • Lead counsel to a government-sponsored enterprise in connection with the receiver appointments and completed non-judicial foreclosures, and related guaranty litigation, for more than ten properties included in a $300MM national loan portfolio, including the largest multi-family receiver appointment and foreclosure on record in the state of Michigan
  • Counsel to the debtor in Blue Water Automotive Systems, Noble International, Intermet Corporation, and Metaldyne Corporation
  • Lead counsel to national association banks concerning loan workouts in the Midwest 
  • Lead counsel for numerous tier 1 automotive suppliers in connection with all of their supply chain matters, including in particular their supply contracts 
  • Lead counsel to a large automotive supplier adverse to its tier 1 customer concerning obligations under a long-term supply agreement, resulting in a settlement with net economic gain to the client in excess of $50 million 
  • Lead counsel to a Fortune 500 secured creditor (defense industry contractor) in connection with a license and IP contract held with a debtor in bankruptcy 
  • Counsel to Debtors in Venture Industries Chapter 11 bankruptcy, a $2 billion automotive supplier
  • Counsel to numerous creditors in the Chrysler LLC and General Motors Corporation Chapter 11 bankruptcies, overseeing Foley’s team which filed appearances on behalf of more than 80 automotive suppliers in these two cases

Over the course of her 25 year career, Ann Marie has tried many jury cases, bench trials, and arbitrations. She has argued numerous cases in both state and federal courts. Ann Marie has extensive experience litigating contested matters, claims, and adversary proceedings in bankruptcy courts. She has obtained and avoided preliminary injunctive relief in state, federal district and bankruptcy courts, and has avoided class certification in federal courts. She has considerable experience in appellate litigation, having briefed and argued appeals from bankruptcy court orders, and cases before the Michigan and Sixth Circuit Courts of Appeal.

Lectures and Publications

  • GM's Planned Cuts Require Action by Its Suppliers,” The National Law Review (December 6, 2018, Co-Author)
  • “Protecting Your Supply Chain in the Face of Potential Auto Industry Challenges in 2018,” Foley & Lardner LLP Dashboard Insights (March 5, 2018, Co-Author)
  • “2016 Middle Market M&A Outlook: Are Tides Changing?” Association for Corporate Growth (ACG) 9th Annual M&A Conference, Detroit, Michigan (June 14, 2016, Moderator)
  • “For Pope Francis, It’s a Jeep Thing,” Foley & Lardner LLP Dashboard Insights (September 3, 2015)
  • “Monitor Financial Distress in Your Supply Chain,” Foley & Lardner LLP Manufacturing Industry Advisor (August 19, 2015, Co-Author)
  • “Protecting and Maximizing a Manufacturer’s Business Through Distress,” Industry Today (June 23, 2015, Co-Author)
  • “Manufacturing Contracts in Distress,” Foley & Lardner LLP Dashboard Insights (June 22, 2015, Co-Author)
  • “GM (Again) Revises Its Terms and Conditions, This Time in Response to Continued Supplier Concerns,” Foley & Lardner LLP Dashboard Insights (February 20, 2014, Co-Author)
  • "The Potential Impacts of Chapter 9 Bankruptcy in Michigan,” State Bar of Michigan, Public Corporation Law Section, Winter Seminar (February 7, 2014, Presenter)
  • “Emergency Manager Laws as an Alternative to Bankruptcy in Local Government,” American Bar Association Annual Meeting (August 10, 2013, San Francisco, California, Presenter)
  • “Implications of In Re Rahim,” Law360 (February 7, 2011, Co-Author)
  • "Lenders Seek Alternatives to Foreclosures," Michigan Lawyers Weekly (August 16, 2010, Co-Author)
  • "Leveraging Critical Vendor Status and Assumption of Contracts to Obtain More Favorable Commercial Trade Terms in Supply Contracts," Inside the Minds, Chapter 11 Bankruptcy and Restructuring Strategies, 2010 Ed. (Aspatore Books, a Thomson Reuters business, Author)
  • "Seller, Beware: Delivery of Goods Post-Petition May Cost You," The Bankruptcy Strategist (Volume 27, Number 9, July 2010, Author)
  • "Seller Beware," LJN's Equipment Leasing Newsletter (June 2010, Co-Author)
  • "Action Checklist for Chapter 11s," Association of Corporate Counsel/ACCA (April 2010, Novi, Michigan, Presenter)
  • "New Standards For Equitable Mootness?" Bankruptcy Law360 (April 14, 2010, Co-Author)
  • "Legal Strategies for Maximizing Success," Original Equipment Suppliers Association/OESA (March 2010, Cleveland, Ohio, Presenter)
  • Supplier Strategies for New Chrysler and New GM (September 10, 2009, Foley & Lardner LLP Web Conference, Presenter)
  • "No Free Ride for Suppliers," Michigan Lawyers Weekly (August 24, 2009, Co-Author)
  • Automotive Industry Crisis in 2009: What happens if you have to go to Plan B…as in Bankruptcy? (April 28, 2009, Bloomfield Hills, Michigan, Presenter)
  • Automotive Industry in Crisis: What You Need to Know About a Chapter 11 Case (February 5, 2009, Detroit, Michigan, Presenter)
  • Automotive Industry in Crisis: Strategies for Supplier Survival (full briefing November 21, 2008, Troy, Michigan; webinar December 12, 2008, Presenter)
  • "Gift Arrangements in Chapter 11 [A Viable Tool?]," Michigan Bar Journal (July 2008, Co-Author)
  • Lecturer regarding avoidance actions under Chapter 11 of the Bankruptcy Code, at conferences hosted by the American Bankruptcy Institute (ABI) and the National Association of Credit Managers (NACM)
  • Instruction at National Institute of Trial Advocacy (NITA) programs, on Trial, Motion and Deposition Practice

Academic and Business Leadership, and Board Memberships

Ann Marie graduated, with distinction, from the University of Michigan (B.A., political science) in 1989. Ann Marie graduated, magna cum laude, from Wayne State University Law School in 1993, where she received the Eugene Driker Award for achieving the highest grade point average (4.0) in her class. Ann Marie was also selected for the Order of the Coif and served as an associate editor of the Wayne Law Review. Ann Marie is a graduate of the Detroit Regional Chamber’s Leadership Detroit XXV.

Ann Marie is admitted to practice before all federal and state courts in the state of Michigan, various federal district and bankruptcy courts throughout the country, the Sixth Circuit Court of Appeals, and before the United States Supreme Court.

Ann Marie has held leadership positions on the boards of several professional organizations, including as past chair, officer and board member of MIWIRC (the Michigan Network for International Women’s Insolvency and Restructuring Confederation). She is a member of the Turnaround Management Association, American Bankruptcy Institute, and Inforum. She was selected as a Barrister lecturer by the DMBA Inns of Court program in 2013. Within Foley, Ann Marie is committed to mentoring young attorneys, and was honored in 2009 with Foley’s Carl Hitchner Mentor of the Year Award.

A lifelong Detroiter, Ann Marie also dedicates her time to philanthropic and artistic endeavors in Southeast Michigan. She served as a director on the board for the Detroit Symphony Orchestra from 2008 through 2014, which tenure included the organization’s overall debt restructuring and reorganization. She has been a sustaining member of Cabaret 313, a non-profit organization recently formed that is dedicated to bringing world-class cabaret to Detroit (cabaret313.org). Ann Marie also volunteers her legal work on a pro bono basis for the Institute on Public Policy for People with Disabilities in Chicago, Illinois, a non-profit voluntary association of organizations supporting services to persons with developmental disabilities. She supports and does pro bono corporate work for Affirmations, a non-profit organization that promotes the acceptance and empowerment of the LGBT community in the metro Detroit area. Ann Marie is also a member of the Saugatuck Yacht Club in Saugatuck, Michigan.

Representative Matters

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Represented the official committee of unsecured creditors of a bank holding company in a chapter 11 reorganization case in the United State Bankruptcy Court for the Eastern District of Michigan. The committee included the indenture trustees of several issuances of trust preferred securities as well as senior noteholders.
Represented a mortgage market participant in connection with the pursuit of default remedies and commercial restructuring matters in connection with a commercial loan portfolio involving over 50 loans in five states.
Foley has represented the largest government sponsoried enterprise ("GSE") in over than 50 class actions and qui tams in federal court (the “Actions”) involving whether the GSE is exempt from transfer taxation under its federal charter. These Actions, brought by hundreds of counties across the United States, span twenty-three states and the District of Columbia (including actions in Alabama, Connecticut, Florida, Georgia, Kentucky, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Virginia, West Virginia, Washington, and Wisconsin). The issues litigated by Foley involve an issue of first impression regarding the GSE's federal statutory transfer tax exemption. Not only did Foley defeat a petition to the Judicial Panel on Multidistrict Litigation seeking to consolidate the transfer tax actions, Foley has secured victories on motions to dismiss and summary judgment motions in 20 separate actions, including a decisive victory at the Sixth Circuit Court of Appeals.