Michele Kloeppel serves as corporate securities and compliance advisor to several public and private companies. As a former in-house attorney, she keenly understands the pressures facing general counsel and their executives and provides the practical, succinct advice they actually need.
Drawing upon her extensive regulatory experience, Michele guides public company clients through their SEC reporting matters and critical boardroom issues, including governance trends, exchange listing requirements, disclosure issues, risk management, policy guidelines and executive compensation. She 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.
Michele has longstanding relationships with her clients, advising them on day-to-day general corporate matters and becoming a constant on which they can rely as their own organizations may change internally. She 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.
As corporate counsel to a national restaurant chain, Michele led acquisitions and companywide risk analysis, and learned first-hand the value of outside counsel who are responsive, communicate clearly, and provide the “can-do” advice that keeps their clients compliant and competitive.
experience
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.
- Represented a leading digital consultancy in its acquisition of a California-based health care software engineering firm with offshore Romanian operations, in a complex $52 million transaction involving cross-border employment, regulatory, and local law issues.
- Represented an equipment manufacturer in the $22 million acquisition of substantially all the assets and operations of the maker of custom water-blasting equipment for industrial applications.
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.
- Regulary provides advise with respect to organizational documents, policies, charters.
- American Bar Association
- The Missouri Bar
- Bar Association of Metropolitan St. Louis
- Mergers & Acquisitions’ Most Influential Women in Mid-Market M&A, honorable mention, 2024
- 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
- Co-Author, “What’s Extraordinary About Challenges To SEC Climate Rule”
Law360, May 8, 2024 - Quoted, “Deals or Bust: Corporate Lawyers Map Out Path Ahead for 2023”
The American Lawyer, March 23, 2023
I recently committed to running one 5K each month, which has been fun and exhilarating. I also like to read and watch movies, particularly those based on real-life events. I am fascinated and inspired by what people are able to accomplish.