Michael J. Boland is a securities lawyer with substantial experience in public registrations and exempt offerings under the Securities Act of 1933. He represents public and private company clients in debt and equity financings and venture capital financings, including companies engaged in communications, computer hardware and software, insurance, electronic components, chemical products, manufacturing, highway safety, professional staffing and tourism. Mr. Boland also advises public companies with respect to Securities Exchange Act compliance and reporting responsibilities, inquiries by the SEC and other regulatory agencies, listing and maintenance requirements for the New York Stock Exchange and Nasdaq, and inquiries from analysts and the financial press. He has also assisted in the preparation of proxy materials in connection with significant events, such as control contests and mergers and acquisitions. Mr. Boland’s experience also includes structuring, documenting and implementing private equity funds.
Mr. Boland also represents public and private companies in a wide variety of business combination transactions, including mergers and acquisitions (both negotiated and hostile), divestitures, leveraged buyouts, spin-offs, recapitalizations and other corporate restructurings, issuer and third-party tender or exchange offers, and joint ventures. His representation includes structuring, negotiating and documenting transactions for buyers and sellers as lead counsel, as well as managing the transaction "team."
Mr. Boland’s representation of early stage companies and entertainment-related companies includes creation of basic legal infrastructure (e.g., agreements with and among shareholders and employees) and closing of start-up, follow–on private placement and venture finance financing rounds. He has extensive experience in creating business structures that meet client objectives, including limited liability companies.
In addition to his transactional practice, Mr. Boland provides advice and counsel to clients on the wide variety of general business matters including: directors’ obligations; corporate governance issues; anti-takeover techniques and planning; joint venture, corporate partnering and strategic alliance arrangements; and general business contract matters.
Recent Representative Transactions
Corporate Governance and Related Matters:
- Advised public company boards of directors on various matters, including disclosure and corporate governance issues, director fiduciary duties, corporate defense provisions, stock exchange compliance and listing requirements, executive compensation matters and shareholder relation issues.
- Structured, documented and implemented shareholder rights plans for public companies, including NOL plans.
- Structured, documented and implemented various stock compensation plans for public companies.
Corporate Finance and Private Equity Transactions:
- Representation of company in reverse merger initial public offering.
- Representation of company in proposed (but abandoned) initial public offering.
- Representation of public company in public senior and subordinated debt offerings exceeding $4 billion in the aggregate over a ten-year period.
- Representation of public company in proposed (but abandoned) initial public offerings of two subsidiaries.
- Representation of various public companies in public debt and equity offerings, including Rule 144A and PIPE offerings.
- Representation of private companies in private placement of debt and equity.
- Representation of a public pension fund in connection with the negotiation and documentation of over $4 billion in private equity investments.
- Representation of private company in connection with establishing a $250 million asset-backed cross border borrowing facility.
Mergers and Acquisitions:
- Representation of private fleet services company in its acquisition of a $200 million Canadian private fleet services business.
- Representation of public government defense contractor in its $50 million acquisition of private company.
- Representation of private company in its $50 million sale to investor group.
- Representation of NASDAQ holding company in its acquisition by another public company for $100 million in a public tender offer.
- Representation of NASDAQ holding company in the sales of three lines of business in a series of transactions with sale prices ranging from $5 million to $85 million.
- Representation of NASDAQ company in its purchase of several businesses to consolidate its market position.
- Representation of U.S.-based subsidiary of Dutch public company in its $600 million acquisition of a US private chemical company.
- Representation of U.S.-based subsidiary of Dutch public company in its disposition of a $10 million chemical products division.
- Representation of Fortune 300 company in its purchase of numerous strategic businesses with purchase prices ranging from $20 million to $220 million, as well as particular divisions and product lines.
- Representation of Fortune 300 company in its divestiture of unrelated business divisions and product lines.
- Representation of public company in the sale of a $100 million computer equipment leasing business.
- Representation of water testing and environmental products public company in its $400 million merger with a public company.
- Representation of pharmacy benefits management company in its purchase of several businesses to consolidate its market position.
- Representation of private fleet services company in its acquisition of several private fleet services businesses with prices ranging from $2 million to $6 million.
- Representation of public company in connection with the $18 million sale of its medical asset leasing and refurbishment business to a management-led buyout group.
- Representation of public company in connection with its $54 million acquisition of an integrated communications service provider.
- Representation of private company in a $25 million sale of an electronic components business to a management-led buyout group.
- Representation of public company in the $18 million stock-for-stock purchase of a private electrical products business.
- Representation of private company seller in a $8 million stock-for-stock sale of a consulting services business to a public company.