Biography
Michael is among Delaware’s most recognized corporate lawyers practicing today. Leading private and public companies’ executive teams and Boards of Directors trust him to advise them in the most critical situations. Michael offers thoughtful, actionable advice to clients contemplating complex mergers, acquisitions, and divisions; facing challenges or opportunities related to internal governance; and contemplating unsolicited acquisition or other activist proposals.
Michael advises on many of Delaware’s most complex and highest stakes transactions, regardless of industry. Chambers USA notes his “strong track record of handling high-value M&A and other commercial transactions involving Delaware corporations.” General Counsel and Special Committees of Boards of Directors also often call on Michael for issues unrelated to M&A, such as preparedness, high/vote and low/vote and tracking stocks, and fiduciary duty in “conflicted” situations.
Clients appreciate Michael’s meticulous, yet pragmatic approach – one client noted that he is a “very detail-oriented attorney who really digs into the issues and is very reasonable to deal with." While Michael leads an outstanding team of partners and colleagues whom he personally has apprenticed to serve clients, he remains the consummate personal counselor to executives and their teams. As one client shared with Chambers USA in the most recent survey, “Michael is a terrific lawyer who is very responsive and available to clients.”
Michael collaborates closely with his partners in Potter Anderson’s Corporate Litigation Group, as well as with counsel advising from other jurisdictions, to ensure his clients receive the best legal advice regardless of the circumstances. While the majority of his clients are Delaware corporations, Michael frequently works with lawyers at some of the country’s largest law firms on issues of Delaware corporate law.
A longtime participant in firm committees and management, Michael was the chair of the firm’s Executive Committee until 2017, as well as practice leader of the Corporate Group until 2014. Michael graduated from Penn Law School and has been recognized by Chambers USA since 2006 and ranked in Band 1 since 2019.
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Practice Areas
Experience
Representative Matters
- Delaware counsel to Alphabet's Google in Character.AI tech licensing deal
- Delaware counsel to Special Committee of ComposSecure Inc.
- Delaware counsel to Liberty Media in SiriusXM ownership structure simplification
- Legal advisor to NRG Board of Directors amid leadership changes
- Delaware counsel to Liberty Media in connection with Atlanta Braves split
- Delaware counsel to Alphabet's Google on its acquisition of Mandiant
- Delaware counsel to Intercontinental Exchange in connection with the merger of Bakkt and a SPAC sponsored by Victory Park Capital
- Delaware counsel to Liberty Media in connection with Liberty Media Acquisition Corporation's SPAC IPO
- Delaware counsel to Intercontinental Exchange on its agreement to acquire Ellie Mae
- Delaware counsel to Liberty Broadband on its merger with GCI Liberty
- Delaware counsel to Liberty Expedia in connection with its acquisition by Expedia Group, Inc.
- Counsel to Board of Directors of Gardner Denver Holdings, Inc. in its merger with Ingersoll-Rand plc’s industrial segment
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Delaware counsel to Pinterest in connection with the company’s IPO, including the adoption of a dual-class capital structure
- Special Committee of Medley Management Inc. in connection with the acquisition of Medley Management Inc. by Sierra Income Corporation
- Williams in its merger with Williams Partners
- CommerceHub in connection with its go-private deal by GTCR and Sycamore Partners
- Regal Entertainment Group in connection with its acquisition by Cineworld Group PLC
- UnitedHealth in its acquisition of The Advisory Board Company's health care business
- Liberty Interactive in its acquisition of HSN
- Liberty Interactive in its acquisition of General Communication
- E. I. du Pont de Nemours and Company in its asset swap with FMC
- VCA in connection with its acquisition by Mars
- UnitedHealth in connection with its acquisition of Surgical Care Affiliates
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Board of Directors of NRG Energy in connection with its cooperation agreement with activist investors
- Liberty Media in connection with its acquisition of Formula 1
- Starz in connection with its acquisition by Lions Gate
- Zayo in connection with its acquisition of Electric Lighthouse
- Intercontinental Exchange in connection with its acquisition of Interactive Data Corporation
- Liberty Interactive in connection with its acquisition of zulily
- Google in connection with its corporate reorganization to form its new holding company, Alphabet
- Liberty Broadband in connection with the proposed acquisition of Time Warner Cable by Charter Communications
- Williams Companies in its merger of Williams Partners LP and Access Midstream Partners LP
- Conflicts Committee of OCI Resources LP in connection with OCI Enterprises Inc. disposition of general and limited partner interests
- E. I. du Pont de Nemours and Company in connection with its acquisition of Pannar, a South Africa based seed company with operations throughout Africa
- Special Committee of Rue 21 in connection with the acquisition of Rue 21 by APAX
- Intercontinental Exchange in connection with its acquisition of NYSE Euronext
- Board of Directors of NRG Energy in connection with its merger with GenOn Energy
- E. I. du Pont de Nemours and Company in its acquisition of Innovalight, Inc.
Professional Activities & Recognition
Honors & Recognitions
Recognized by several publications, including:
- Chambers USA: America's Leading Lawyers for Business
- IFLR1000 United States - Guide to USA’s Leading Financial & Corporate Law Firms
- Lawdragon's 500 Leading Dealmakers
- The Best Lawyers in America®
- Delaware Super Lawyers
Received an AV® rating in Martindale-Hubbell's peer review certification
Professional
Delaware State Bar Association
American Bar Association, Business Law Section
Society of Corporate Secretaries & Governance Professionals
Education
University of Pennsylvania Law School, J.D.
The State University of New York at Binghamton, B.A.
Bar & Court Admissions
Bar Admissions
- Delaware