Biography

Michael is passionate about creating solutions to meet his clients’ business needs. As a previous in-house counsel and business owner himself, and general counsel for clients, Michael listens to his clients’ and understands their objectives in order to keep their full business scope in mind when addressing their needs.  This includes strategizing how to meet  their goals, navigate potential legal and financial landmines, and adjusting to regulatory changes and technological advancements.

Real Estate Development

Michael represents both commercial and residential clients in real estate development projects. Michael’s experience includes:

  • Represented developer in obtaining $24,000,000 construction financing on 64-unit project in Berkeley, CA.
  • Represented developer in acquisition of raw land, entitlement phase and joint venture financing for 174-unit senior living project in Martinez, CA.
  • Represented buyer in a $8.5M 800 acre golf course and residential development in Sparta, TN.
  • Represented buyer and development company negotiate carry back financing from the seller, a regional bank which foreclosed on the property several years prior to transaction.
  • Represented buyer in a $3.1M 1031 exchange acquisition of commercial real estate in Vero Beach, FL with Starbucks as single tenant.
  • Represented sellers of a $7.5M commercial property with Walgreens as tenant.
  • Represented buyer in a $2.5M acquisition of Ace Hardware store, including the land and adjacent lots.
  • Represented buyer in $9M single acquisition of three separate commercial properties.

Opportunity Zones

Michael’s understanding of Qualified Opportunity Zone Funds (QOF) and Qualified Opportunity Zone Businesses (QZB) is an incredibly valuable service to clients interested in utilizing the recent updates to QOF and QZB regulations.  Michael represents investors, developers, fund managers and nationwide brokerage firms in Opportunity Zone Projects. 

Mergers & Acquisitions

Michael represents clients on both the buyer and seller side navigate the complex negotiations and agreements involved in mergers and acquisitions, including due diligence and preparing offering memoranda.  Michael’s experience includes:

  • Represented sellers in a $1.4M Asset Sale of a private wealth management company.
  • Represented sellers in a $20M Stock Acquisition of an environmental engineering and construction company.  Complex negotiations as sellers also had several subsidiaries which required limited non-compete and licensing agreements.
  • Represented sellers in a $25M Asset Sale of dental parts manufacturer to a private equity group.

Bank Finance

Michael’s experience includes:

  • Represented a tech start-up obtain a $20M line of credit from commercial bank. Negotiate interest rates, terms, draw periods, security agreements.  Provide legal opinion letter.
  • Represented a cabinet manufacturer obtain a $25M line of credit from commercial bank institute.  Negotiate interest rates, terms, draw periods, security agreements.  Provide legal opinion letter.
  • Represented a restaurant obtain a $3.5M line of credit from commercial bank.
  • Represented a dental corporation obtain $15M line of credit for purpose of acquiring additional dental practices throughout California and Arizona.

Private Equity

Michael represents both start-up companies and investment organizations on early stage equity financing, including preparing private placement memoranda, subscription agreements, term sheets and SEC exemption filings. Michael’s experience includes:

  • Represented a solar panel testing company through $5M Series A round.  Draft private placement memorandum and meet with angel investors, venture capital firms and private equity groups through Silicon Valley and San Francisco Bay Area.
  • Represented a solar device company through $1.75M friends and family and angel investment round.
  • Represented a restaurant corporation raise $6M through friends and family rounds in 3 new restaurant locations within 2 years.
  • Represented a SaaS company raise $1.8M through friends and family round.

Other Transactions

Michael’s experience includes:

  • Currently representing a continuously growing restaurant concept as corporate counsel for all stages of development, including liquor licenses, craft brewing operations, corporate governance, shareholder agreements, and corporate debt/finance and lease negotiations.
  • Represented NFL players in business transactions negotiating partial endorsement agreement fees as equity prior to company’s IPO.
  • Represented a minority business owner in entity formation, business contracting and obtain city designation where 20% of all drywall contracts through the city of San Francisco permitting department are set aside for minority business owners.
  • Represented a software company from entity formation through early stage investments, negotiating licensing agreements and vendor contracts.

Services

Professional Affiliations

  • Blossom Wealth Management, Board of Advisors
  • Clean Tech Open, Mentor
  • American Bar Association
  • California Bar Association

Admissions

  • California, 2009
  • U.S. District Court, Southern District of California
  • U.S. District Court, Eastern District of California
  • United States Bankruptcy Court, Eastern District of California
  • United States Bankruptcy Court, Northern District of California