Carter T. Chojnacki

Carter is a member of Michael Best’s Venture Best® practice group, where he focuses on venture financings, mergers and acquisitions, and corporate governance for start-up, early-stage, and established companies. His practice centers on executing growth-oriented transactions and building durable governance frameworks, with a particular emphasis on NVCA-style equity financings, convertible instruments, and sell-side and buy-side M&A. Carter earned the top grade in both Contracts and Business Organizations at the University of Wisconsin Law School.

Representative matters include:

• Led the closing of a venture-backed Series A financing, coordinating with a large investor-base, compiling the full NVCA document suite, and managing company counsel diligence.
• Advised a digital health company on both a $19,000,000 Series B financing and subsequent Series B extension, drafting charter and stock purchase agreement amendments, preparing board and stockholder consents and waivers of protective provisions, and analyzing authorized share capacity in connection with concurrent venture debt.
• Represented multiple healthtech and medtech startups in Series Seed rounds, preparing the NVCA seed suite and ancillaries, and coordinating with investor counsel through signing and closing.
• Structured and executed a complex convertible note financing, auditing legacy instruments, drafting multi-investor waivers of MFN and preemptive rights, and preparing management rights and stock restriction agreements with board and stockholder approvals.
• Engineered a bespoke post‑money SAFE featuring board appointment rights, preferred-to-common conversion mechanics, and change‑in‑control bonus plan provisions, delivering governance approvals and investor-ready redlines.
• Served as sell‑side counsel to a multi‑location healthcare practice in an asset purchase and contribution transaction, producing a prioritized issues list, integrating tax structuring updates, and negotiating escrow, assignment, bill of sale, and officer certificate ancillaries.
• Drafted and iterated a membership interest purchase agreement for a business sale, aligning key terms with market norms and client objectives through multiple redline cycles to signing.
• Advised an institutional investor on a Series A financing, benchmarking SPA, IRA, Voting Agreement, and ROFR against NVCA standards and the term sheet, and delivering a targeted negotiation issues list on capitalization, use of proceeds, and dispute resolution.
• Counseled a venture fund on an SPV investment, subscription, and side letter agreement, along with proposing enhanced information rights and closing protections.
• Designed and implemented a change‑in‑control equity acceleration program in connection with a pending sale, modeling award treatment across participants and coordinating board and stockholder approvals.
• Pioneered the firm’s adoption and development of secure AI workflows, co designing drafting, diligence, and closing checklist automations, training deal teams, and deploying governance and QC protocols that improved turnaround times and consistency.

Before joining the firm as an associate, Carter gained valuable experience as a Summer Associate at Michael Best. He collaborated closely with the firm’s transactional practice group and Venture Best® team, assisting clients with business formation, corporate governance, and venture financing matters. Additionally, Carter served as a research assistant at the University of Wisconsin Law School, where he conducted corporate governance research, analyzed ownership and director data to investigate recent developments in public company boards utilizing various corporate disclosures.

Carter also contributed as a student associate for the University of Wisconsin’s Law & Entrepreneurship Clinic. In this role, he helped entrepreneurs start and grow their companies by advising them on entity selection, capital structure, financing, employment contracts, operating agreements, by-laws, applications for intellectual property, licensing, and purchase agreements.