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.

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 SEC 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.

Solutions in action

• Advised digital health company on $19M Series B financing and extension, drafting charter amendments, preparing consents, and advising a subsequent venture debt financing.
• Represented healthtech and medtech startups in Series Seed rounds, preparing NVCA documentation and coordinating with investor counsel through closing.
• Coordinated a convertible note financing, including investor waivers, advising on management rights, and stock restriction agreements.
• Engineered a custom post-money SAFE with board appointment rights, conversion mechanics, and change-in-control provisions.
• Served as sell-side counsel for healthcare practice asset purchase, producing issues list, integrating tax structuring, and negotiating ancillary documents.
• Drafted buy-side membership interest purchase agreement, aligning terms with market norms.
• Advised institutional investor on Series A financing, benchmarking deal documents against NVCA standards and delivering a targeted negotiation issues list.
• Counseled venture fund on SPV investment, subscription, and side letter agreements, proposing enhanced information rights and closing protections.
• Designed change-in-control equity acceleration program, modeling award treatment and coordinating board and stockholder approvals.
• Pioneered one of the firm’s AI workflows and designed drafting and diligence automation tools.