Overview

Mike is a partner in and past chair of the firm's Corporate Transactions & Securities practice group. Major aspects of his practice include mergers, acquisitions and divestitures; securities law matters; debt and equity financings, including venture capital investment; and joint ventures.

He also works with clients on executive compensation planning and programs; manufacturer-dealer relations; licensing and franchising; and general business matters. Mike has had extensive international experience in mergers and acquisitions and licensing.

He also serves as counsel to several community and charitable organizations.

Experience
  • Representation of publicly- and privately-held clients in sales and acquisition transactions structured as mergers, friendly tender offers, cash for stock, and cash for assets
  • Representation of a publicly-held client in connection with an acquisition structured as a reverse subsidiary merger
  • Representation of a privately-held client in a Section 355 split-up transaction
  • Representation of the owner of a performing arts complex through the course of the development, financing and construction of the project
  • Representation of U.S. purchasers in acquisitions of foreign-based companies
  • Representation of participants in major domestic and international joint venture projects
  • Representation of professional and technology-based service companies
  • Representation of emerging companies in obtaining venture capital financing
  • Representation of borrowers in structuring single and multi-bank credit facilities.
  • Counsel to boards of directors and boards of trustees of for-profit and charitable organizations
  • Negotiation and preparation of executive employment agreements
  • Representation of business owners in connection with transition of ownership
  • Negotiation and preparation of buy/sell agreements among company owners
  • Representation of a franchisor in the formation of a purchasing cooperative in which franchisees participate
Presentations
  • "Merger & Acquisitions: Current Issues," Ohio Corporate Counsel Institute
  • "Introduction to Succession Related Issues," Dayton Bar Association
  • "The Use of Projections in Disclosure Documents," Dayton Bar Association
  • "Legal Responsibilities of Chief Financial Officers," Dayton Chapter of Financial Executives Institute
  • "Comments on Accountants' Liability," Dayton Chapter of Ohio Society of CPAs
  • "Musings of a Deal Junkie," Client In-House Legal Staff
Distinctions
  • AV® Preeminent Rated by Martindale-Hubbell
  • The Best Lawyers in America, Recognized for more than 10 years
  • Selected for inclusion in Super Lawyers by Ohio Super Lawyers magazine
  • Dayton Business Journal's Who's Who in Legal
  • Selected for inclusion in Super Lawyers national Corporate Counsel Edition, 2009
  • Selected by Best Lawyers as Dayton, Ohio Corporate Lawyer of the Year, 2009 (the first year such a designation was made by Best Lawyers)
Professional and Civic

Professional Associations

  • Ohio State Bar Association, Corporation Law Committee
  • Dayton Bar Association, former chair, Business Law Committee


Community Activities

  • Goodwill Easter Seals Miami Valley, Chair of the Board
  • Moraine Caddy Scholarship Fund, trustee
  • Dayton Tech Town Inc., Chair of the Board
  • CityWide Development Corporation, former Chair of the Board
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