Michael A. Ellis

• 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, Durham, North Carolina (J.D., 1977)
• University of Pennsylvania, Philadelphia, Pennsylvania (M.A., 1974)
• University of Pennsylvania, Philadelphia, Pennsylvania (B.A., 1974)

Admissions

• Ohio Bar

• 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

• Member at Large Director of the Northern Ohio Business Broker Association
• 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

Past Affiliations

• Former Trustee: Cleveland Council on World Affairs
• Former Trustee and Officer: Ort America, Cleveland Region.

Associations

• 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:

• "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:

• "Clawbacks: Creating a Fair Post-Sale Deal for Former Owners" American Bar Association/BusinessLawToday.com(2020)
• "Planning Beyond the Sale of a Business: Understanding Working Capital Adjustments" American Bar Association/BusinessLawToday.com (2019)
• "SMART BUSINESS: Q&A Noncompete agreements can easily become a point of conflict in M&A transactions" with Mark Scott (2018)
• "Conflict Issues in the Sale of Closely Held Businesses—Tensions Among Family Members" American Bar Association (2018)
• "The sale of a family business may create unexpected tensions and conflicts" Crain's Cleveland Business (2017)
• "Demystifying convertible debt: An entrepreneur's useful tool or  burden" Crain's Cleveland Business (2016)
• "Caps, baskets can determine how much of a purchase price you keep,"Crain's Cleveland Dealmaker (2013)
• "Providing for key employees is something to think about in doing deals,"Crain’s Cleveland Dealmaker (2013)
• "Considering a sale? Take early steps to protect your talent," Crain's Cleveland Dealmaker (2013)
• "Is your business agreement unfairly valuing your interest?,"Crain's Cleveland Dealmaker, (2013)
• Editor,Ohio’s General and Nonprofit Corporation Laws (2009)
• Coeditor,Ohio’s Limited Liability Company and Partnership Laws (2009)
• Coauthor, "A Primer on U.S. Securities Law," chapter inImmigration Options for Investors and Entrepreneurs (2006)