Business attorney Michael J. DiBiase focuses on the corporate and transactional representation of corporations, limited liability companies and other business entities, with an emphasis on privately held businesses.

He has extensive experience advising clients on each stage of the life cycle of a business entity, from formation, to capitalization, to internal growth or growth through acquisition, to sale or disposition of the business, and to the liquidation and wind-up of the entity.

Michael’s practice includes:

Advising on entity form and jurisdiction of formation, legally organizing and capitalizing the entity, including when applicable negotiating and documenting private equity, venture capital and commercial financings.

Drafting a broad range of commercial agreements for the entity. These include software, technology and other intellectual property licenses, manufacturing agreements, distribution agreements, confidentiality agreements, independent contractor agreements and employment agreements.

Representing both buyers and sellers in effectuating mergers, asset sales, leveraged buyouts, recapitalizations and other types of acquisitions and dispositions involving privately held businesses.

Advising on California corporate and limited liability company law issues, including advising boards of directors and management on various types of business transactions, mediating board and shareholder disputes, and providing analysis and advice regarding fiduciary duty issues.

Dissolving, winding up and liquidating business entities.

Michael attended law school at the University of California at Los Angeles, where he was admitted into the Order of the Coif. He has served in various management capacities for the firm, including six years as managing partner.

Practice Area

Business

Education

University of California, Los Angeles, School of Law – J.D. 1979
University of California, Los Angeles – B.A. 1975

Representative matters

Aerospace/Defense Transactions

Acted as seller’s counsel in the sale of three aerospace/defense subcontractors with an aggregate purchase price in excess of $100,000,000.

Recapitalizations

Represented an equipment distributor in a sale of a minority stake in its business to a manufacturer of similar equipment for in excess of $200,000,000. Also represented a distributor of specialized construction products in the sale of a majority interest to a private equity investor for approximately $25,000,000.

Equipment Distributor Transactions

Represented a distributor of heavy construction equipment in the purchase of two regional distributors with an aggregate purchase price in excess of $40,000,000.

Green Energy

Represented a green energy business in forming a joint venture with outside parties to purchase, process and market biofuel products.

Logistics Company Acquisitions

Represented a national logistics company in acquiring three regional cargo transportation companies with an aggregate purchase price in excess of $5,000,000.

Shareholder Dispute Resolution

Represented a 50% shareholder in a food company in a family shareholder dispute, ultimately resolved by a sale of the company for in excess of $60,000,000.

Leveraged Buyout of Data Aggregation Company

Represented owners of a construction data aggregation company in a leveraged buyout with a transaction value of $42,000,000.

Dissolution of a Law Firm

Represented a regional law firm in the dissolution, winding up and liquidation of its professional corporation.