Michele Bresnick Walsh, Member
Michele is Chair of the Firm’s Business Law, Securities and EMERGE Practices, and a member in the Health Care Practice. She works with businesses and their owners through all stages of growth, ranging from startup to capital raising to sale. Her practice includes securities law matters, venture capital and private equity investments, mergers and acquisitions, and general corporate and commercial matters. She represents entities raising capital, as well as venture capital entities and private investors making investments. She also works with real estate developers and investors to make sure they comply with the federal and state securities laws, including unregistered broker-dealer issues, when raising equity to help finance real estate projects.
Michele advises new companies on the appropriate choice of entity for their businesses and prepares the appropriate corporation, limited liability company or partnership governing documents, as the case may be. She regularly serves as outside corporate counsel, offering guidance on various day-to-day business issues. She regularly advises corporate boards of directors regarding fiduciary duty duties and other corporate issues under Maryland law.
Michele has worked with clients on matters, including sales and purchases of public and private entities, public and private equity offerings, secured and unsecured financing arrangements, buy-sell arrangements, employee and consultant business protection agreements, intellectual property issues, contract negotiations, employment agreements, change in control plans and stock option, and other employee incentive plans. Michele is part of the Energy & Environmental Team as an advisor regarding exit strategies and structuring, investments and business entity structure, including compliance with securities laws and applicable exemptions. She has also created nonprofit arms of power companies.
Michele has significant experience in private placement equity offerings both for operating companies and for real estate investments, regularly drafts private placement memoranda and related subscription documents, and prepares all Security Exchange Commission and state exemption filings.
Michele also serves on the Firm’s Executive Committee and chairs the Firm’s Finance Committee.
Representative Matters
Representative Transactions
- $1.2B sale of a leading viral vector development and manufacturing partner for gene therapies in one of the largest exits in the region in over a decade.
- $50M sale of line of business consisting of contracts, patents and IP rights in a designated field of use.
- $125M sale of plumbing services company to private equity group.
- $39M sale of addiction clinic to private equity group.
- Sale of executive search firm assets to a national executive search firm.
- Acquisition of assets of an electrical and mechanical contracting firm.
- Sale of assets of an investment banking advisory firm.
- Acquisitions of ambulatory surgery centers.
- Acquisition of physical therapy practice group.
- Syndication of ambulatory surgery center practice.
- Syndication of Independent Physician Association groups.
- Merger of two vascular surgery practice groups.
- Sale of a veterinary practice.
- Merger of ambulatory surgery center groups.
- Acquisition by nonprofit organization of assets of aphasia specialty program.
Honors
AV Preeminent™ rating in Martindale-Hubbell®
Recipient, The Daily Record Top 100 Women Award, 2012, 2014; Circle of Excellence, 2017
Recipient, The Daily Record Leadership in Law Award, 2016
Recipient, Baltimore SmartCEO Brava! Award, 2015
News
Professional and Civic Involvement
Appointed to the Maryland Council on Cancer Control by Gov. Larry Hogan
Member, American Bar Association
Member, Maryland State Bar Association, Business Law Section, Securities Subcommittee (Secretary); Mid-Market & Small Business Subcommittee
Member, Bar Association of Baltimore City
Member, Audit Committee, The Associated
Member, Executive Alliance (formerly Network 2000), Secretary and Board Member, 2013-2016
President (2017-2019), Secretary (2010-2016) and Executive Committee Member, There Goes My Hero Foundation (www.theregoesmyhero.org)
Executive Committee Member, Lawyers' Campaign Against Hunger, (Campaign Chair in 2011, 2012). Click here to donate to the Campaign.
Member, Legal Leaders Steering Committee, Muscular Dystrophy Association, 2007 & 2008
Ambassadors Committee Member, Center Club
Member, Betamore Business Growth Roundtable Group
Member, Exit Planning Exchange
Member, Association for Corporate Growth
Member, Business Opportunity Network (BON)
Member, GBC Baltimore County Business Advisory Council
Member of the Board of Directors, General Counsel, CREWBaltimore
Member, National Association for Industrial and Office Parks (NAIOP)
Women United Member, Leaders United Member, United Way of Central Maryland
Publications and Lectures
- Avoiding Securities Law Pitfalls in Real Estate Transactions, January 3, 2019
- Relating to Real Estate Breakfast & Seminar, November 15, 2018
- Using Business Protection Agreements to Protect Business Owners’ IP, April 12, 2018
- Foreign Forfeited LLC May Participate in Zoning Proceeding, March 5, 2018
- Maryland Legal Alert - February 2018, February 9, 2018
- Maryland Legal Alert - December 2017, December 7, 2017
- Maryland Legal Alert - November 2017, November 8, 2017
- Maryland Legal Alert - October 2017, October 10, 2017
- An Important Discussion: Women and Their Communities for Women Business Owners and Executives, May 16, 2017
- SEC Proposes Rule on Pay Ratio Disclosure, October 23, 2013
- Filing Deadline for Exempt Investment Advisers, February 16, 2012
- Relaxed Resale Restrictions on Restricted Stock Go Into Effect, February 13, 2008
- SEC's E-Proxy Rules: New Internet Posting and Delivery Requirements, November 25, 2007
- Sarbanes-Oxley Lite, June 20, 2007
- Nasdaq Stock Market Becomes A National Securities Exchange; Changes Market Designations, August 31, 2006
- Corporate Responsibility Checklist, September 4, 2002
Links
Teams
Business
EMERGE
Energy & Environmental
Financial Services
Health Care
Real Estate
Securities
Technology & Intellectual Property
Education
J.D., College of William and Mary, Marshall-Wythe School of Law, 1996
B.A., University of Virginia, 1992
Bar Admissions
Maryland, 1997
Virginia, 1996