Michele Bresnick Walsh, Member

Michele is Chair of the Firm’s Business Law, Securities and EMERGE Practice Groups, and a member in the Health Care Practice Group. She works with businesses and their owners through all stages of growth, ranging from startup to capital raising, to sale or public offerings. Her practice includes securities law matters, public company reporting (including Sarbanes-Oxley, Dodd-Frank and JOBS Act compliance), venture capital and private equity investments, mergers and acquisitions, NASD and Stock Exchange Rules, and general corporate and commercial matters. 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 SEC and exemption filings.