Michael A. Ellis
I am a corporate and securities attorney with over 45 years of experience, My areas of focus include mergers and acquisitions, corporate governance and public and private securities offerings. I also counsel clients, including start-ups and emerging growth companies, in venture capital, other equity and debt offerings and capital financing.
The value I deliver to my clients stems from my many years of experience working directly with business owners to accomplish their goals. I view each transaction from my client’s perspective so I am able to find a solution in a cost-effective and timely manner while anticipating his or her needs. I pride myself on listening to, and spending time with, my clients. Rather than focusing only on the legal issues, I examine the business, personal and legal factors enabling me to propose and achieve reasonable resolutions for all parties so neither side feels like they’ve lost.
No matter the situation or circumstance, my clients know that I am here to anticipate their needs, listen to their goals, and work together to get all parties to “yes.”
- Joined Buckingham in 2016
- Focuses practice on mergers and acquisitions; corporate governance; public and private securities offerings; executive compensation and shareholder communication matters, and defensive tactics in tender offers.
- Sale of Priority Home Healthcare, Inc. to Addus Healthcare, Inc.
- Sale of Cohesant Technologies Inc.to Graco, Inc.
- Purchase of Cohesant Technologies Inc. of CuraFlo Technologies Inc. and affiliates
- Sale of Whirlaway Corporation to NN Inc.
- Sale of Rainbow Rentals, Inc. to Rent-a-Center
- Sale of Royal Appliance Mfg Co. to Techtronic Industries, Inc.
- Sale of Morris Comfort Systems, LLC
- Sale of General Rubber Inc. to EFM Equipment Co.
- Purchase of Powder Keg, Inc.
- Purchase of Treemasters Tree Service assets
- Sale of Predictive Service LLC to Align Capital Partners
- Sale of Raven Lining Systems to Versa Flex, Inc.
- Sale of Continental Products Co. to Keene Building Products
- Sale of National Biological Corporation to Madison NBC LLC.
- Sale of DRB Systems Inc. to Prairie Capital V.L.P.
- Sale of 70 Verizon franchise stores to Z Wireless
- Sale of franchisee’s restaurants to Applebee’s international, Inc., and another franchisee
- Spin-off Cohesant Inc. (COHYOB,OTCBB) from Cohesant Technologies, Inc.
- Olympic Steel, Inc. Initial Public Offering
- Rainbow Rentals Inc. Initial Public Offering
- Represented numerous entities in connection with their initial and subsequent private equity offerings, bank and other debt financings
- Representation of start-ups and early stage companies and lead investors in such entities, including North Coast Angel Fund and JumpStart
- Representation of management in connection with negation of severance agreement
- Lectures annually at National Business Institute seminars and previously at PLI seminars on “Acquiring or Selling the Privately Held Business” in Chicago, IL
- Represents businesses and their owners in connection Counsels clients on the formation, termination and sale of medical, legal and other professional and business entities with buying and selling the business
- Counsels clients on the formation, termination or sale of medical, legal and other professional businesses
- Representation of a special committee of a Board of Directors in a sale/hostile tender offer context
- Represented several investment firms providing advice on federal and Ohio anti-takeover laws, including in connection with Northrop Grumman's successful bid for TRW Corporation
- Education & Admissions
- Duke University School of Law, Durham, North Carolina (J.D., 1977)
- University of Pennsylvania, Philadelphia, Pennsylvania (M.A., 1974)
- University of Pennsylvania, Philadelphia, Pennsylvania (B.A., 1974)
- Ohio Bar
- Awards & Honors
- Listed in Best Lawyers in America®(2008-2022)
- Selected for inclusion in Ohio’s Super Lawyers®(2007-2009, 2012-2016), as voted by his peers
- Professional & Civic
- Member, Board of Advisors: North Coast Angel Fund II
- Trustee: Jewish National Fund, Northeast Ohio Region
- President’s Council and Former Trustee, WVIZ/WCPN; Former Chair, Investment Subcommittee
- Member, American Bar Association, Business Law Committee, Private Equity/Venture Capital and Merger & Acquisitions Subcommittees
- Former Trustee: Cleveland Council on World Affairs
- Former Trustee and Officer: Ort America, Cleveland Region.
- Member: American Bar Association, Business Law Committee
- Member: Ohio State Bar Association, Corporation Law Committee
- Past Chairman: Ohio State Bar Association, Corporation Law Committee
- Presentations &
- <strong>Presentations:</strong> <ul> <li>Webinar "Selling a Closely-Held Business," Stafford Webinars (2019)Co-Presenter "M&A Trends," Buckingham (2018)</li> <li>“Buying and Selling a Business: Start-to-Finish,” National Business Institute (2015 & 2019)</li> <li>"Acquiring or Selling the Privately Held Business," Annual Practicing Law Institute (1995-2009)</li> <li>"LLC Trends and Developments," National Business Institute (2006, 2009 and 2011)</li> <li>"Business Law Boot Camp," National Business Institute (2013)</li> </ul> <strong>Publications:</strong> <ul> <li><a href="https://businesslawtoday.org/2020/06/clawbacks-creating-fair-post-sale-deal-former-owners/" target="_blank" rel="noopener">"Clawbacks: Creating a Fair Post-Sale Deal for Former Owners"</a> American Bar Association/<a href="http://businesslawtoday.com">BusinessLawToday.com</a>(2020)</li> <li><a href="https://www.americanbar.org/groups/business_law/publications/blt/2019/01/planning/">"Planning Beyond the Sale of a Business: Understanding Working Capital Adjustments"</a> American Bar Association/BusinessLawToday.com (2019)</li> <li>"<a href="http://www.sbnonline.com/dealmakers/buckingham-doolittle-and-burroughs-michael-a-ellis/?utm_source=Smart+Business+Dealmakers&utm_campaign=b050aa5a6c-EMAIL_CAMPAIGN_2018_10_28&utm_medium=email&utm_term=0_3dd8089b5b-b050aa5a6c-64119439">SMART BUSINESS: Q&A Noncompete agreements can easily become a point of conflict in M&A transactions</a>" with Mark Scott (2018)</li> <li>"<a href="https://businesslawtoday.org/2018/02/conflict-issues-in-the-sale-of-closely-held-businesses-tensions-among-family-members/?utm_source=newsletter&utm_medium=email&utm_campaign=february18_articles">Conflict Issues in the Sale of Closely Held Businesses—Tensions Among Family Members</a>" American Bar Association (2018)</li> <li>"<a href="http://www.crainscleveland.com/article/20170514/CUSTOM/305149998/the-sale-of-a-family-business-may-create-unexpected-tensions-and#utm_medium=email&utm_source=ccl-weekly&utm_campaign=ccl-weekly-20170514&email_realestate" target="_blank" rel="noopener">The sale of a family business may create unexpected tensions and conflicts</a>" <em>Crain's Cleveland Business</em> (2017)</li> <li><a href="http://www.crainscleveland.com/article/20160724/CUSTOM/307249999/demystifying-convertible-debt-an-entrepreneurs-useful-tool-or-burden#utm_medium=email&utm_source=ccl-weekly&utm_campaign=ccl-weekly-20160724">"Demystifying convertible debt: An entrepreneur's useful tool or burden</a>" <em>Crain's Cleveland Business</em> (2016)</li> <li>"<a href="http://www.crainscleveland.com/article/20131127/BLOGS05/131129825/1275/newsletter06">Caps, baskets can determine how much of a purchase price you keep</a>,"<em>Crain's Cleveland Dealmaker</em> (2013)</li> <li>"<a href="http://www.crainscleveland.com/article/20130918/BLOGS05/130919839/1275/newsletter06">Providing for key employees is something to think about in doing deals</a>,"<em>Crain’s Cleveland Dealmaker</em> (2013)</li> <li><a href="http://www.crainscleveland.com/article/20130612/BLOGS05/130619947/1275/newsletter06">"Considering a sale? Take early steps to protect your talent</a>," <em>Crain's Cleveland Dealmaker</em> (2013)</li> <li>"<a href="http://www.crainscleveland.com/article/20130327/BLOGS05/130329853/1275/newsletter06">Is your business agreement unfairly valuing your interest</a>?,"<em>Crain's Cleveland Dealmaker</em>, (2013)</li> <li>Editor,<em>Ohio’s General and Nonprofit Corporation Laws (</em>2009)</li> <li>Coeditor,<em>Ohio’s Limited Liability Company and Partnership Laws (2009)</em></li> <li>Coauthor, "A Primer on U.S. Securities Law," chapter in<em>Immigration Options for Investors and Entrepreneurs</em> (2006)</li> </ul>