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Michele Kloeppel

Michele Kloeppel

Partner

St. Louis
314 552 6170 314 552 6170 direct


  • OVERVIEW
  • EXPERIENCE
  • INSIGHTS
  • NEWS & EVENTS

INDUSTRIES

PRACTICES

  • Education

    • Washington University School of Law,

      J.D., 1990

    • University of Michigan,

      B.A., 1987

  • Admissions

    • Missouri

  • Affiliations

    • American Bar Association

    • The Missouri Bar

    • Bar Association of Metropolitan St. Louis

  • Representative Clients

    • Aegion Corporation

    • Associated Foreign Exchange Holdings, Inc.

    • Chapin Davis

    • Charter Communications, Inc.

    • The Crawford Group

    • Federal Signal Corporation

    • Huttig Building Products, Inc.

    • Perficient, Inc.

    • Robert W Baird & Co. Incorporated

  • Recognitions

    • Received an honorable mention in Mergers & Acquisitions’ 2024 Most Influential Women in Mid-Market M&A

    • Listed in The Best Lawyers in America® (by BL Rankings), 2023-2024

    • Listed in the POWER List for Mergers and Acquisitions by Missouri Lawyers Media, 2023-2024

  • Employment

    • Thompson Coburn LLP

      Partner, 2010-Present

      Of Counsel, 2007–2009

      Associate, 1993-1997

    • Panera Bread Company

      Corporate Counsel, 2003-2006

    • WorldCom, Inc.

      Associate Corporate General Counsel, 1997-2003

    • Gallop Johnson & Neuman LLP

      Associate, 1990-1993

  • Community

    • Arch Grants

      Competition Board, 2016-present

Michele is Co-Chair of the Firm's Corporate and Securities Practice Group and serves on the Firm's Management Committee. She acts as a key corporate securities and compliance advisor to public and private companies. A former in-house attorney, she keenly understands the pressures facing general counsel and their executives, and provides practical, succinct advice on a range of corporate and transactional matters.

Michele draws on her extensive regulatory experience to advise companies on SEC reporting matters and critical boardroom issues, including governance trends, exchange listing requirements, disclosure issues, risk management, policy guidelines, and executive compensation. She helps companies define or modify board and committee roles, and actively monitors regulatory issues to ensure companies see their full risk profile and act on items that need their immediate attention.

On both the buy and sell side, Michele has represented public and private companies in mergers and acquisitions ranging from $15 million to $600 million. She has also successfully facilitated the resolution of disputes involving minority and majority equity holders.

As part of her responsive, day-to-day advice on general corporate matters, Michele crafts and negotiates complex agreements of all kinds, including those involving employment and separation, supply and distribution, vendors, strategic alliances, licenses, sponsorships and consulting relationships.

Michele spent more than a decade as corporate counsel to a national restaurant chain, where she led franchise acquisitions and companywide risk analysis, and learned first-hand the value of outside counsel who communicate clearly and provide "can-do" advice to help clients achieve their business objectives.

Mergers and acquisitions, divestitures

Represented a manufacturing company in the sale of a business segment for approximately $110 million. On the purchase side, represented the same manufacturing company in the acquisition of a Canada-based distributorship with secondary operations in the United States for approximately $83 million.

Represented a public company in three acquisitions of information technology businesses with primary operations in the United States and in one case, secondary operations in South Asia, using both cash and public company stock as consideration including earnings-based contingent consideration. Transaction values ranged from $5 million to $35 million.

Represented the founders in the sale of an equipment rental business for $54 million and the corresponding lease of multiple premises to the buyer from affiliate companies.

Corporate governance matters

Assisted a public company with the adoption of a "poison pill" designed to protect the company's ability to use its net operating losses.

Represented multiple clients in defensive stockholder activist efforts.

Thompson Coburn Publications

Long-Awaited SEC Climate Disclosure Rule Draws Legal Challenges Across the Ideological Spectrum

Understanding Universal Proxy Rules and Navigating Increased Shareholder Activism

SEC adopts new executive clawback requirements for erroneously awarded compensation

R&W Insurance and Contingent Risk Insurance tools to help get M&A transactions completed

SEC proposes new rules for climate-related disclosure

SEC emphasizes ESG by establishing new website and taking public comments on climate disclosure

SEC updates 10-K and 10-Q disclosure requirements – Regulation S-K Items 101, 103 and 105

Item 402 Pay Ratio Disclosures: Annual proxy statements filed in 2021 may need a new median employee determination

What U.S. businesses need to know about new restrictions on Huawei and the ICT supply chain

SEC adopts new procedure for confidential treatment requests and extensions

Remember to update your Form 8-K, Form 10-Q, and Form 10-K cover pages

Key considerations for representation and warranty insurance

Publications

Quoted, "Deals or Bust: Corporate Lawyers Map Out Path Ahead for 2023,"
The American Lawyer, March 23, 2023