MICHAEL J. DIBIASE specializes in the corporate and transactional representation of corporations, limited liability companies and other business entities, with an emphasis on representation of privately held businesses. This practice includes organizing and capitalizing business entities, preparing private offering memoranda and complying with related securities laws, negotiating and documenting private equity, venture capital and commercial financings, and drafting license agreements and other general commercial contracts. Mr. DiBiase has particular expertise, representing both buyers and sellers, in effectuating mergers, asset sales, leveraged buyouts, recapitalizations and other types of acquisitions and dispositions involving privately held businesses. He has extensive experience in dealing with 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.
Mr. DiBiase attended law school at the University of California at Los Angeles Law School and graduated in 1979 (class ranking 9/302, Order of the Coif). He is a member of the California bar.
MICHAEL J. DIBIASE serves as the head of the Firm’s corporate and transactional practice, with an emphasis on representation of privately held businesses. With more than 30 years of experience, Mr. DiBiase is familiar with the full range of legal issues that can arise in the course of owning and operating a business.
Mr. DiBiase has extensive experience in forming and capitalizing business entities such as corporations, limited liability companies, limited partnerships and general partnerships. His services include advice as to the selection of the appropriate entity for the client’s proposed business and filing the appropriate forms with the applicable state and federal agencies. For businesses seeking outside investment capital, Mr. DiBiase has expertise in the drafting of business plans and private offering memoranda, compliance with the various applicable federal and state securities laws, and negotiating investment terms and documentation with financing sources such as private equity groups, venture capitalists and institutional lenders.
Mr. DiBiase has drafted and negotiated commercial contracts for a broad range of business transactions. These include software, technology and other intellectual property licenses, manufacturing agreements, distribution agreements, reseller agreements, shareholder agreements, confidentiality agreements, employment agreements and independent contractor agreements, among others.
Mr. DiBiase is well versed in California corporate, partnership and limited liability company law issues, and has experience 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. As many privately held businesses are family owned, Mr. DiBiase, in conjunction with the Firm’s estate attorneys, offers advice and counseling in succession planning so that businesses can be passed from generation to generation in a tax efficient manner.
Mr. DiBiase has acted as counsel, for both purchasing companies and selling companies, in numerous acquisition transactions. These include acquisitions by merger, consolidation, stock sale, asset sale, recapitalization, leveraged buyout and other types of acquisitions and dispositions involving privately held businesses. He is extremely familiar with the myriad of business and regulatory issues that can arise in the purchase and sale of a privately held business, and in finding creative solutions so that the transaction can be consummated.
Mr. DiBiase attended the University of California at Los Angeles and graduated magna cum laude in 1975 with a degree in History. He attended law school at the University of California at Los Angeles Law School and graduated in 1979 (class ranking 9/302, Order of the Coif). He is a member of the California bar.
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.
Asset Purchase, Asset Exchange and Financing
Represented a major malt beverage company in connection with a series of transactions in which it (a) acquired the malt beverage business of another major malt beverage company, (b) both sold to and exchanged certain beer labels and brewery assets with a third major malt beverage company, and (c) obtained financing for the transaction through a credit facility. The aggregate transaction value exceeded $1,000,000,000.
Sale to Consolidator
Represented an Internet database provider in connection with its sale to a major technology consolidator for approximately $80,000,000.
Sale of Distributor to Manufacturer
Represented a HVAC equipment distributor in a sale of 48% of its business to a manufacturer of such equipment for in excess of $200,000,000.
Reverse Merger Transaction into Public Company
Represented an Internet video and audio streaming business service in its organization and capitalization, as well as the reverse merger of the company into a public company which ultimately sold for in excess of $200,000,000.
Shareholder Dispute Sold Company
Represented a 50% shareholder in a food company in a shareholder dispute, ultimately resolved by a sale of the company for in excess of $60,000,000.
Foundry Company Purchase and Consolidation
Represented a foundry company in the purchase and consolidation of five other foundries for an aggregate price of approximately $22,000,000, and represented the owners in a subsequent sale of the consolidated foundry group for approximately $100,000,000.
Merger Transaction with Public Company
Represented an Internet hosting service in its organization and capitalization, as well as the sale of the business in a merger transaction to a public company for $12,000,000.
Purchase of Heavy Equipment Distributor
Represented buyer of a John Deere distributorship for $30,000,000.
Purchase of Construction Company
Represented buyer of a commercial construction company for $25,000,000.