Bar & Court Admissions

  • State Bar of New York 

Education

New York University School of Law, J.D.

University of Massachusetts, Amherst, B.A.

Photo of Michael S. Poster

Michael S. Poster

Partner
New York
T: 212.730.7700
F: 212.730.7725
Profile
Representative Matters
Newsroom
Video
Full Bio

In M&R’s Corporate & Securities Department, Michael Poster focuses on corporate transactions, including mergers and acquisitions, joint ventures, venture capital investments and debt and equity financings. Mr. Poster represents a broad range of private and public companies, including private equity groups, hedge funds, institutional lenders, strategic buyers, entrepreneurs and individual investors. Many of his clients are in the entertainment and media industries.

Mr. Poster's practical, business-focused approach makes him an effective strategic counselor and deal manager. He works closely with clients throughout all stages of their transactions, from pre-deal planning and strategy through negotiation and execution, to financing, closing and post-closing activities. He drafts and negotiates agreements and other documents related to mergers and acquisitions in the United States and abroad. Mr. Poster also has extensive experience helping clients to form joint ventures and similar strategic business relationships, for which he advises on governance and exit strategies. He handles early, mid- and late-stage venture financing transactions, executive employment agreements, merger proxies and other federal securities filings; and seeding and management of hedge funds and private equity funds.

Representing institutional and individual clients in all transactional aspects of the music industry, Mr. Poster frequently counsels on matters involving entertainment companies and related assets. His music practice includes drafting and negotiating agreements and other documents that facilitate the acquisition of recording and music publishing catalogs, the use of copyrights and other intellectual property as collateral in financing transactions (including asset-based lending and securitization transactions), and licensing matters.

Mr. Poster has authored numerous articles on Internet, corporate finance, entertainment and licensing issues. He has been quoted in publications including, The Wall Street Journal, Billboard Magazine and Crain's New York Business.  Mr. Poster regularly participates as a panelist at industry conferences on corporate and entertainment law issues.

Education

Mr. Poster earned his J.D. from New York University School of Law, where he was the recipient of the Jack J. Katz Memorial Award for academic excellence in the field of entertainment law. Mr. Poster received his B.A. from the University of Massachusetts, Amherst, magna cum laude, where he was elected to Phi Beta Kappa.

Representative Matters

  • Acquisition: Mr. Poster handled all aspects of the acquisition of a private defense technology and supply company on behalf of two private equity funds, including overseeing a spin-out of an ancillary business and advising on related debt and equity financing.  He negotiated, structured and drafted the acquisition agreements as well as numerous ancillary employment, licensing and related documents.
  • Acquisition: Mr. Poster was the lead attorney on the acquisition of an independent record label for a newly formed private equity fund.  He handled the drafting and negotiation of the acquisition agreements as well as the drafting and negotiation of the equity financing documents.
  • Acquisition: Mr. Poster assisted in the acquisition of an aviation concern on behalf of a public company.  He oversaw the drafting of the merger proxy and related public securities documents, including responses to SEC comments. 
  • Corporate Reorganization and Equity Financing:  Mr. Poster handled the consolidation and reorganization of multiple related partnerships, limited liability companies and corporations into one of the largest independent music companies in the world.  He advised on the structuring of the transactions in coordination with tax counsel and the company’s accountants.   Mr. Poster also drafted an information statement to the investors in the related companies to obtain their consent and solicit additional investment in the consolidated entity.  He also handled the company’s agreements with its senior management and advised on equity incentive arrangements following the consolidation. 
  • Executive Employment Agreement:  Mr. Poster represented a C-level executive in the negotiation of her employment agreement with a rapidly growing, venture-backed Silicon Valley company.  He also advised the executive during the acquisition of the company and negotiated her agreements with the acquirer.
  • Fund Seeding:  Mr. Poster represented an asset management group in connection with the seeding of newly formed private equity funds focused on asset-based lending, generic pharmaceuticals and investments in wind farm ground leases.  Working closely with tax counsel, he advised and counseled the client regarding the structure of each fund.  Mr. Poster drafted the documents governing the investments by each fund, the management of the fund and the employment agreements with the principals. 
  • Joint Venture:  Mr. Poster handled a $35 million private equity investment into a joint venture for a transportation infrastructure company.  He represented the equity investor throughout the transaction, including drafting and negotiating the operating agreement for the joint venture and overseeing the contribution of existing operating assets.
  • Venture Investment:  Mr. Poster advised the lead "angel" investor in Series A and B venture capital investments in an early stage biotechnology company.  He reviewed and negotiated the principal investment documents, including preferential economic and control rights for the investor.
  • Venture Investment:  Mr. Poster assisted in the representation of a major voice over IP Company in its Series B, C and D venture-backed financings, which were among the largest in the U.S. at the time.  He was involved in the negotiation and drafting of principal agreements as well as drafting of the private placement memoranda.

Publications

Past Speaking Engagements