Michael A. Ellis

Partner | Cleveland

216.615.7302

[email protected]

  • Areas of Practice

    Assistant  |  Barb Hajduk  :  [email protected]

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    Assistant  |  Barb Hajduk  :  [email protected]

    About Michael:

     

    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.
    Client testimonial: "Michael represented my privately held software company in an M&A transaction with a large PE firm. Although the acquiring company had a virtual army of attorneys representing its interests, Michael and his supporting team at Buckingham more than held their own. Michael pushed back when necessary and negotiated deftly where appropriate. I felt confident throughout the entire process because I could trust in Michael’s counsel and his attention to detail. Michael was not just an effective advocate; he was instrumental in crafting the successful outcome."  - Ned Greenberg, President, DataNet Quality Systems   Purchases and Sales Involving Public Companies
    • 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.
    Acquisitions and Sales Involving Private Companies
    • Sale of DataNet Quality Systems to Advantive LLC, a TA portfolio company
    • Sale of Morris Comfort Systems, LLC
    • Sale of General Rubber Inc. to EFM Equipment Co.
    • 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
    Public Securities Offerings
    • Spin-off Cohesant Inc. (COHYOB,OTCBB) from Cohesant Technologies, Inc.
    • Olympic Steel, Inc. Initial Public Offering
    • Rainbow Rentals Inc. Initial Public Offering
      Other Experience
    • 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
    • Represented numerous lenders in real estate and other commercial loan transactions
    • 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
             

    • Duke University School of Law (J.D., 1977)
    • University of Pennsylvania (M.A., 1974)
    • University of Pennsylvania (B.A., 1974)

    Admissions

    • Ohio

    • Listed in Best Lawyers in America®(2008-2024)
    • Selected for inclusion in Ohio’s Super Lawyers®(2007-2009, 2012-2016), as voted by his peers

    • Northern Ohio Business Broker Association, Member at Large, Director
    • North Coast Angel Fund II, Board of Advisors
    • Jewish National Fund, Northeast Ohio Region, Trustee
    • WVIZ/WCPN, President’s Council
    Past Affiliations
    • Cleveland Council on World Affairs, Former Trustee
    • Ort America, Cleveland Region, Former Trustee and Officer
    • WVIZ/WCPN, Former Trustee; Former Chair, Investment Subcommittee

    Associations

    • American Bar Association
      • Business Law Committee
      • Private Equity/Venture Capital and Merger & Acquisitions  Subcommittees
    • Ohio State Bar Association
      • Corporation Law Committee
      • Past Chairman, Corporation Law Committee

    Presentations:

    • "Structuring Acquisitions of Family-Owned Businesses: Valuation, Due Diligence, Deal Structure, Operational Transition," Strafford Webinars (2023)
    • "Selling a Closely-Held Business," Strafford Webinars (2019)
    • Co-Presenter "M&A Trends," Buckingham (2018)
    • “Buying and Selling a Business: Start-to-Finish,” National Business Institute (2015 & 2019)
    • "Acquiring or Selling the Privately Held Business," Annual Practicing Law Institute (1995-2009)
    • "LLC Trends and Developments," National Business Institute (2006, 2009 and 2011)
    • "Business Law Boot Camp,"  National Business Institute (2013)
    Publications:

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