Michael Howard

Representative Experience

Michael advises companies and investors on mergers and acquisitions, financings, commercial agreements, and the full range of matters that arise while a business grows, changes hands, or works through difficulty. The following is representative rather than exhaustive, and client names are not disclosed.

Mergers & Acquisitions

• Acting as lead attorney on acquisition and sale transactions for privately held companies, including roll-ups, from letter of intent through closing.
• Representing sellers and buyers in cross-border transactions, coordinating with co-counsel in other jurisdictions.
• Representing scores of clients in company sales, asset acquisitions, and dissolutions.
• Representing founders and management teams in exit transactions and management buyouts.
• Representing operating companies in programs of strategic acquisitions.
• Representing companies in asset sales, including primary asset sales and carve-outs.
• Representing buyers in acquisitions structured as rollovers of retirement assets (ROBS transactions).
• Negotiating letters of intent, banker and broker engagement letters, escrow agreements, stock purchase agreements, asset purchase agreements, and related transaction documents.
• Managing deal flow with investment bankers, business brokers, lenders, accountants, and client personnel — coordinating diligence, disclosure schedules, consents, timing, and virtual data rooms.
• Structuring tax-efficient transactions and negotiating representation and warranty insurance to reduce seller escrows and shorten indemnity exposure.
• Advising on spin-offs, reorganizations, distributions, transfers of stock, and purchases of membership interests.
• Assisting sellers with asset sales in Chapter 11 bankruptcy (Section 363 sales), including airlines, agribusinesses, and food service companies.
• Helping buyers acquire assets out of receivership, and advising on objections to the appointment of a receiver.

Outside General Counsel

• Serving as outside general counsel across M&A activity, real property, intellectual property, and litigation for operating companies.
• Serving as outside general counsel to an international consumer products company.
• Serving as outside general counsel to a company in the education sector.
• Performing legal audits to identify areas of risk, policy needs, disclosure obligations, and required company action.
• Drafting regulatory checklists and policies for high-risk areas.
• Advising on independent investigations arising from employee claims.
• Advising businesses on disputes, litigation, settlements, employment and labor matters, antitrust, insurance, tax, and audit matters including financial, compliance, and software audits.
• Handling Freedom of Information Act requests and other public information requests.

Technology & Software

• Drafting and negotiating software, technology, reseller, licensing, and other distribution and use arrangements.
• Creating terms of use for technology company websites and advising on the legality and enforceability of those terms.
• Advising on the viability and legality of business models involving data, international data storage, cryptocurrency, and currency exchange.
• Negotiating data protection agreements with counterparties in other countries.
• Advising technology companies on import and export, distribution, service, supply, and referral agreements across borders.
• Advising emerging companies on government contracting and regulatory matters at the intersection of technology and regulated industry.

Private Equity, Venture Capital & Financings

• Representing companies seeking funding in dealings with investment bankers and investors, including related capital raise and financing work.
• Representing clients in private placement matters.
• Representing investors in emerging and regulated industries.
• Creating buy-sell agreements, shareholder agreements, and member control agreements, together with the resolutions and written actions that support them.
• Advising on asset-based and private lending transactions from both the lender and borrower side.

Medical Device & Healthcare

• Representing FDA-regulated companies on regulatory matters, distribution channels, financial matters, and international transactions.
• Representing FDA-registered manufacturers across a range of business matters.
• Representing health products companies in corporate restructuring, registration, and regulatory matters.
• Representing medical device companies in corporate restructuring, insurance, and contracting matters.
• Representing manufacturers of emergency response and communication equipment in corporate and restructuring matters.
• Representing component manufacturers serving the radiopharmaceutical industry.
• Representing treatment facilities in debtor, creditor, and financing matters.
• Representing health care providers in disputes with parent organizations.

Business Restructuring & Workouts

• Assisting with Chapter 7 bankruptcies of non-profits, franchisees, and cooperatives.
• Representing creditors in the assertion, negotiation, and protection of claims in bankruptcies of international companies.
• Representing corporations and individual guarantors in forbearance arrangements, offers in compromise, and workout negotiations.
• Advising on pre-bankruptcy planning, asset protection, loan modifications, and restructurings, and defending preferential and fraudulent transfer claims.

Real Estate

• Representing owners, developers, brokers, and investors in acquisition, sale, leasing, and refinancing transactions for commercial, residential, and mixed-use property.
• Handling sale-leaseback transactions, easements, option agreements, and contractor and construction agreements.
• Resolving boundary disputes, purchase agreement disputes, lease disputes, and fraud claims.
• Managing foreclosures, redemptions, deeds in lieu, estoppel certificates, mortgage amendments, and closing documentation.