Michael S. Poster
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Partner-in-Charge
Transactional Department Chair
Advertising & Digital Media
Banking & Financial Services
Internet, Software & Technology
Music & Entertainment
Corporate, M&A, Securities & Real Estate
Intellectual Property
New York
Bar & Court Admissions
- State Bar of New York
Industry Association
- Association of Independent Music Publishers
Education
- New York University School of Law, J.D.
- University of Massachusetts, Amherst, B.A.
Michael Poster is the Partner-in-Charge of M&R’s New York office, Transactional Department Chair, and the firm’s Music Acquisitions & Financing Chair. He represents clients in corporate and financing transactions, including mergers & acquisitions, joint ventures, venture capital investments, and debt and equity financings, with a focus on music industry deals. In fact, Michael is one of the few attorneys in the country with a deep knowledge of the music business, on the one hand, and extensive experience in sophisticated corporate, private equity, finance and M&A transactions, on the other.
In addition to music-related deals, Michael is relied upon by a range of private and public companies, including private equity groups, hedge funds, institutional lenders, strategic buyers, entrepreneurs and individual investors, for representation in connection with corporate matters across a broad range of industries, such as agriculture, financial services, apparel, insurance, advertising, telecommunications, defense technology and equipment rental, among others.
With an approach to transactions that is both practical and business-focused, Michael is an extraordinarily effective strategic counselor and deal manager. Beyond his M&A and mid- and late-stage venture financing work, Michael handles executive employment agreements, merger proxies and other federal securities filings, and seeding and management of hedge funds and private equity funds. As referenced above, he also facilitates the purchase and sale of music companies and recording and publishing catalogs, as well as private equity acquisitions, venture capital investment, joint ventures and bank financing in the music space. Particularly versed in asset-based lending and the use of copyrights and other intellectual property as collateral in finance transactions, Michael’s roster of clients includes financial institutions, record labels, music publishers, entertainment-focused investment firms, and technology companies.
Michael is a frequent commentator and writer on issues related to corporate finance, music and, more broadly, entertainment, having been quoted in The Wall Street Journal, Crain’s New York Business, and Billboard. He also regularly participates as a panelist at industry conferences on corporate and entertainment law, including CMJ and Mondo.NYC (Michael served as CLE Chairman of these global business summits of music and tech industry insiders and innovators, emerging artists and their fans).
Acquisition: 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. Also negotiated, structured and drafted the acquisition agreements as well as numerous ancillary employment, licensing and related documents.
Acquisition: Led the acquisition of an independent record label for a newly formed private equity fund. Handled the drafting and negotiation of the acquisition agreements as well as the drafting and negotiation of the equity financing documents.
Acquisition: Assisted in the acquisition of an aviation concern on behalf of a public company. Oversaw the drafting of the merger proxy and related public securities documents, including responses to SEC comments.
Acquisition: Represented a leading music publisher in its acquisition of a music production company, and help to launch a separate entity on behalf of the publisher as a platform for its production music business.
Acquisition: Represented the seller of a music label specializing in film scores and soundtracks in its acquisition by a leading independent recorded music company. The transaction, valued at nearly $25 million, included a catalog of some of the most high-profile film music in history, as well as an imprint that releases new and re-issued albums by classic pop, jazz and country artists.
Bank Financing: Represented multi-state financial institution in its participation in a $700+ million syndicated senior loan facility with a leading independent music company.
Corporate Reorganization and Equity Financing: 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. Advised on the structuring of the transactions in coordination with tax counsel and the company’s accountants. Also drafted an information statement to the investors in the related companies to obtain their consent and solicit additional investment in the consolidated entity. Finally, drafted the company’s agreements with its senior management and advised on equity incentive arrangements following the consolidation.
Executive Employment Agreement: Represented a C-level executive in the negotiation of her employment agreement with a rapidly growing, venture-backed Silicon Valley company. Also advised the executive during the acquisition of the company and negotiated her agreements with the acquirer.
Fund Seeding: 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, advised and counseled the client regarding the structure of each fund. Further, drafted the documents governing the investments by each fund, the management of the fund and the employment agreements with the principals.
Joint Venture: Handled a $35 million private equity investment into a joint venture for a transportation infrastructure company. 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.
Joint Venture: Represented music company in the formation of a cross-border joint venture, which brought together the management and administration of some of the most notable musical theater works in the world.
Joint Venture: Represented an entertainment-focused bank in its joint venture and strategic alliance with a music touring-related SAAS company to develop a platform for financing music touring and live performances.
Venture Investment: Advised the lead “angel” investor in Series A and B venture capital investments in an early stage biotechnology company. Reviewed and negotiated the principal investment documents, including preferential economic and control rights for the investor.
Venture Investment: 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. Helped to negotiate and draft principal agreements as well as the private placement memoranda.
