Washington University School of Law,
University of Michigan,
American Bar Association
The Missouri Bar
Bar Association of Metropolitan St. Louis
Associated Foreign Exchange Holdings, Inc.
Charter Communications, Inc.
The Crawford Group
Federal Signal Corporation
Huttig Building Products, Inc.
Robert W Baird & Co. Incorporated
Listed in The Best Lawyers in America® (by BL Rankings), 2023
Thompson Coburn LLP
Of Counsel, 2007–2009
Panera Bread Company
Corporate Counsel, 2003-2006
Associate Corporate General Counsel, 1997-2003
Gallop Johnson & Neuman LLP
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.
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.
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.
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
Although we would like to hear from you, we cannot represent you until we know that doing so will not create a conflict of interest. Also, we cannot treat unsolicited information as confidential. Accordingly, please do not send us any information about any matter that may involve you until you receive a written statement from us that we represent you (an ‘engagement letter’).
By clicking the ACCEPT button, you agree that we may review any information you transmit to us. You recognize that our review of your information, even if you submitted it in a good faith effort to retain us, and, further, even if you consider it confidential, does not preclude us from representing another client directly adverse to you, even in a matter where that information could and will be used against you. Please click the ACCEPT button if you understand and accept the foregoing statement and wish to proceed.