From start-ups to established entities, Michael represents clients in hostile acquisitions, corporate privatizations and restructurings, mergers and other negotiated transactions, and proxy contests. Under Michael’s guidance, start-up entities secure financing from investors — including from Fortune 500 corporations — foreign-based venture capitalists invest in the U.S., and boards of directors thread the needle on internal investigations related to alleged wrongdoings. When corporate governing boards or company owners feel threatened by a potential hostile takeover, Michael advises on defensive tactics that can help maintain their controlling interest. Likewise, Michael regularly advises activists and other stockholders regarding possible representation on boards of directors and potential hostile takeovers. He also counsels investment banking and private equity firms on corporate matters.
Michael represents clients in litigation involving mergers and acquisitions, class and derivative actions, and general corporate law issues. He represents boards of directors, corporations, and stockholders in statutory appraisal actions, duties owed to stockholders, and other corporate matters.
- Advised numerous boards of directors and committees of boards of directors in the context of hostile acquisitions, going-private transactions, corporate restructurings, mergers and other negotiated transactions, and proxy contests
- Advised numerous boards of directors in connection with the adoption of defensive devices in the context of potential hostile acquisitions
- Advised numerous boards of directors and committees of boards of directors in the context of internal investigations involving alleged wrongdoings by directors and officers of corporations
- Negotiated the sale of a privately-held corporation to a Fortune 500 corporation, which required the prior spin-off of real estate assets to the stockholders of the privately-held corporation
- Negotiated the financing of numerous startup corporations with various investors including investments by Fortune 500 corporations
- Advised numerous foreign-based venture capitalists in connection with various investments in the United States
- Advised both corporations and stockholders in connection with director and stockholder requests for information under Delaware statutory law and actions in connection with director and stockholder requests for information
- Represented and advised corporations, directors, and stockholders in actions commenced in numerous courts and jurisdictions involving corporate law issues
- Represented and advised stockholders in an action commenced in the U.S. District Court for the District of Delaware and appealed to the U.S. Court of Appeals for the 3rd Circuit involving the duties owed by boards of directors to unsecured creditors and to stockholders in the context of corporate insolvency
- Represented and advised stockholders in an action commenced in the Delaware Court of Chancery and appealed to the Delaware Supreme Court involving the duties owed by boards of directors to stockholders in the context of proxy contests
- Represented and advised stockholders in a statutory appraisal action commencement in the Delaware Court of Chancery.
- Tulane Law School — Adjunct Professor of Law, 2007-present
- University of Virginia School of Law – Visiting Lecturer, 1997-2006