Corporate & Transactional

Overview

At Michael Best, the practice of law involves partnering with our clients to achieve their legal and business objectives.

Clients turn to our Corporate & Transactional group for strategic legal counsel covering the entire business life cycle — from organization, financing, and operation through mergers, acquisitions, and divestitures. Our lawyers provide guidance on matters such as contract negotiations, corporate formation and governance, deal structuring, tax planning, dispute resolution, and much more.

 
 

Service Areas

We represent all sizes of publicly traded and privately held companies, individual and institutional investors, family trusts, and other entities in the following areas:

Corporate Finance & Securities

Representing issuers and underwriters in public offerings and private placements of equity and debt securities, as well as counseling public companies in securities law matters such as reporting and compliance under federal law, SEC rules, and stock market listing standards.

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Corporate Governance

Providing strategic guidance to boards of directors and senior management on the full range of corporate governance matters, from structuring board committees to defending government investigations, and serving as general corporate counsel.

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Distribution & Franchising

Advising franchisors, franchisees, manufacturers, and distributors on structuring franchise or distribution programs, related documentation, state registrations, sales and acquisitions, terminations and transfers, and litigation, and serving as day-to-day legal counsel in a variety of matters.

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Mergers & Acquisitions

Assisting clients with mergers, acquisitions, divestitures, asset purchases, joint ventures, and restructurings of companies in virtually all industries, with a focus on middle-market M&A (targets in the $25 million to $500 million annual revenue range).

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Start-up and Emerging Businesses (Venture Best®)

Working with entrepreneurs, and with their venture capital and angel investors, to help new, high-growth companies find financial backing and grow their businesses.

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Private Equity

Advising private equity fund sponsors and investors on all aspects of fund formation, financing, acquisitions, and exits across a wide variety of private equity funds and funds of funds, and serving as counsel to portfolio companies.

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Venture Capital

Representing individual VC and angel investors, venture and private equity funds, and financial institutions in various aspects of their activities, from initial seed rounds and fund formation to later-stage investments and portfolio management.

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Estate & Wealth Planning Services & Succession Planning

Counseling clients such as executives, private investors, family trusts, closely held business owners, and philanthropists on income and estate tax planning, business succession planning, financial planning, asset protection planning, risk management, and retirement planning.

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Commercial Litigation

Helping clients resolve a wide array of commercial disputes, including contract, unfair trade practices, antitrust, dealership and franchise, business torts, corporate governance, derivatives and securities, trade secrets and unfair competition, insolvency and restructuring, privacy and data security, land use, insurance, and financial services litigation.

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Creditors’ Rights, Bankruptcy, Reorganization & Workouts

Representing creditors in all aspects of collection, insolvency, and bankruptcy proceedings, from bankruptcy plan negotiations and hearings to contract disputes and successor liability claims, as well as in purchasing assets out of receiverships and bankruptcy estates.

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Experience

  • Represented one of the world’s largest manufacturers of frozen foods in its acquisition of substantially all the assets of a frozen food manufacturer and distributor. We provided counsel in all aspects of M&A, including due diligence, document drafting, and structuring for tax purposes.
  • Represented a regenerative medicine company in its merger with a global specialty biopharmaceutical company, which involved cash consideration at closing and cash consideration tied to certain FDA regulatory approvals and revenue from product sales.
  • Represented a pharmaceutical company that develops novel compounds for the treatment of schizophrenia and other central nervous system disorders. Michael Best advised the company in negotiating the terms of a $26 million Series C financing and in corporate governance matters related to the financing.
  • Represented the lead investor in a Wisconsin-based developer of new technologies and production methodologies in nuclear medicine through its first three rounds of financing. The developer undertook a complex recapitalization to simplify its capital structure and position itself for new financing. We represented the lead investor in negotiating the terms of the recapitalization and a new $20 million convertible note financing. The developer is among those to create a domestic source of molybdenum-99 (Moly 99), the basis for the medical isotope technetium-99, which is used in medical scans to diagnose heart disease and cancer.

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