Michael advises both private and public companies, domestic and international, in a wide range of corporate transactions, including securities offerings, private investments, joint ventures and merger and acquisitions. In addition, Michael advises his clients on an array of issues under the federal and state securities laws, including SEC periodic reporting and proxy requirements, dealing with analysts and the press, and the rules and regulations of the national stock exchanges.
Michael also has represented numerous issuers, selling stockholders and underwriters in connection with a number of equity financings, including registered public offerings, selling stockholder shelf registrations and private placements.
Serving as corporate counsel, Michael also provides ongoing advice to companies in connection with corporate governance and operational matters, including corporate finance, employment and executive compensation matters, shareholder or partnership arrangements, banking and investor relationships and general business planning and counseling. He has represented clients in all stages of the corporate growth cycle, including emerging growth and later-stage companies in start-up, early stage and other venture capital financings, private placements and bridge financings, PIPE transactions and registered offerings, mergers and acquisitions, strategic alliances and other joint venture formations. Michael’s background also includes the negotiation of technology licensing, consulting, shareholder, executive compensation, confidentiality and non-competition agreements and corporate governance matters.
- Michael represented a publicly-held company in the healthcare industry in its negotiations with private company in a reverse merger transaction and following the closing of the transaction, the acquiring management team retained Michael and the firm to represent it in its corporate and regulatory matters.
- Recently, Michael represented an issuer in the aviation industry in securing a new $54 million senior debt facility in a transaction in which the company also restructured over $40 million of existing debt obligations held by various affiliated entities.
- He has represented a publicly-held, Nasdaq-listed company in registered offerings resulting in the issuer realizing over $12 million of operating capital.
- Michael represented a Nasdaq-listed issuer in the government services industry in securing over $30 million in debt financing and a subsequent public rights offering in connection with his client’s acquisition of a supplier of technology services to the federal government.
- He has also represented a number of early-stage and start-up companies in obtaining early-round capital and in negotiating stockholder and investor rights agreements.
- Representation of long-time public healthcare client, DLH Corporation, in the closing of a $95 million credit facility for the acquisition of privately-held firm, Social & Scientific Systems (SSS). The newly acquired firm was purchased for $70 million in cash with a $25 million working capital revolving credit line available to support future cash needs.
Clients in a variety of industries rely on Michael’s advice to guide them at every stage of their growth. He represents a diverse group of clients, from firms in the information technology, government services and healthcare industries.