Bar & Court Admissions

  • State Bar of New York
  • Southern and Eastern Districts of New York

Professional Affiliations

Columbian Lawyers Association

New York County Lawyers Association

New York State Bar Association

Education

Fordham University School of Law (J.D.)

University of Colorado at Boulder (B.A.)

Photo of Michael  Smaila

Michael Smaila

Associate
New York
T: 212.730.7700
F: 212.730.7725
Profile
Representative Matters
Full Bio

Michael Smaila is an associate in M&R’s New York office. He handles a range of transactional matters, including mergers and acquisitions, corporate and private equity financings and IP transfers and licensures.

A meticulous deal tactician, Michael attends to all aspects of client transactions from inception to close. Whether honing deal strategy, conducting due diligence, negotiating the terms of operative and ancillary transaction documents, preparing consents or drafting a range of agreements, Michael plays a critical role on the deal team.

Of note, Michael is also well versed in corporate compliance, having advised client regarding compliance with the Sarbanes-Oxley, Graham-Leach-Bliley and Dodd-Frank Wall Street Reform and Consumer Acts as well as EU law.

Representative Matters

Acquisition: Represented domestic corporation in its acquisition of substantially all of the assets of a foreign target corporation for the purposes of obtaining the target entity’s patents, related intellectual property and associated goodwill.

Advertising/Entertainment: Represented apparel company in the negotiation and drafting of sponsorship and endorsement agreements with notable public figures.

Corporate Reorganization and Equity Financing: Handled the consolidation and reorganization of multiple related limited liability companies and corporations under the umbrella of a single holding company for an athletic apparel designer in preparation of the organization’s preferred investment round at a valuation of $50 million. Additionally, drafted information statements to prior investors in the related entities to obtain relevant consents and solicited additional investment in the consolidated entity. Finally, drafted the consolidated entity’s corporate governance documents, senior management agreements and advised on equity structuring and equity incentive programs following the consolidation.

Corporate Governance and Equity Financing: Represented international modeling agency in various corporate and financing transactions including the drafting and negotiation of myriad convertible promissory notes, SAFEs, warrants, options and strategic advisor agreements.

Joint Venture/Entertainment: Represented motion picture production company in the creation of film-specific subsidiaries as vehicles for investment.

Licensing: Represented domestic clothier in the negotiation and drafting of license agreements with German intellectual property holding company for the use of registered marks on apparel. 

Venture Investment: Handled a $14 million private equity investment into a newly-formed insurance company licensed to operate in New York and California. Represented the equity investor throughout the transaction, including the drafting and negotiating the principal investment documents, including preferential economic and control rights for the investor.

Venture Investment: Represented private equity firm in its acquisition of $5 million in unregistered securities in a burgeoning energy and nanotechnology company.