| Biography:
Michael Woronoff heads the Firm’s corporate and securities practice in Los Angeles. Mr. Woronoff represents:
- purchasers, sellers and financial advisors in public and private merger and acquisition transactions;
- underwriters, issuers, selling security holders, and private investment funds and other investors, in public and private debt and equity financings;
- debtors, creditors, other stakeholders and financial advisors in in-court and out-of-court restructuring transactions; and
- public and private entities and individuals with respect to various corporate and securities law matters, including: SEC reporting obligations, corporate governance, and strategic alliances.
Representative transactions include:
- Public and private debt offerings by Altra Industrial Motion, AmeriQual Group LLC, Apparel Ventures, Atlantic Express, Barris Industries, Clark Material Handling Company, Family Restaurants, General Nutrition Centers, Harbor Freight, Hard Rock Hotel, Idleaire Corporation, Jackson Products, Jordan Industries, Jordan Telecommunications Products, Key Plastics L.L.C., Mastro’s Restaurants, LLC, Neways International, Northern Pacific Corporation, Occidental Petroleum, Peninsula Gaming, Rentech, Terex Corporation, and Turner Broadcasting;
- Equity PIPEs in Allied Waste, Hanger Orthopedic Group, SEMCO Energy, Terex Corporation, and Turner Broadcasting;
- IPOs and other public equity offerings by Alexandria Real Estate Equities, Ares Capital Corporation, Hamburger Hamlet, Maidenform Brands, Occidental Petroleum, Rentech, RockShox, SEMCO Energy, and West Coast Video;
- Acquisitions and dispositions by numerous private equity funds including funds managed by Apollo, Ares, Great Hill, Leonard Green, Merrill Lynch, Occidental Petroleum and Parthenon Capital;
- The sale of Chanin Capital Partners to Duff & Phelps;
- Several acquisitions and dispositions by Family Restaurants, including its merger with Koo Koo Roo and its disposition of several restaurant chains;
- The formation of Frank Sinatra Enterprises, LLC, a joint venture between entities owned by the family of Frank Sinatra and Warner Music Group, through which Warner acquired 50 percent interest in the legendary entertainer's estate;
- Occidental Petroleum’s acquisition of Diamond Shamrock Chemicals Company and the spin-off of Occidental’s interest in The Southland Corporation;
- The Promenade Trust’s sale of the Elvis Presley estate to CKx, Inc. (Nasdaq: CKXE);
- Turner Broadcasting’s acquisition of several businesses, including MGM and Hanna-Barbera; and
- The sale of u-Nav Microelectronics, a privately held fabless semiconductor company, to Atheros Communications, Inc. (Nasdaq: ATHR).
Prior to joining Proskauer, Mr. Woronoff was a principal of Shelter Capital Partners, a Southern California-based private equity fund that invests in technology and technology-enabled businesses at all stages of development. Prior to co-founding Shelter, Mr. Woronoff was a partner with Skadden, Arps, Slate, Meagher and Flom LLP, where he practiced for 15 years.
Education:
J.D., University of Michigan, 1985 (cum laude; Note Editor, Journal of Law Reform; Emmett E. Eagan Award) M.S.I.A., Krannert Graduate School of Management – Purdue University, 1982 (Beta Gamma Sigma Management Honorary)
B.S.I.M., Purdue University, 1982 (Highest Honors, Phi Beta Kappa; Beta Alpha Psi Accounting Honorary)
Awards and Recognition:
He was recently acknowledged by Chambers USAas a leading individual in the categories of:
- Private Equity/Buyouts: National
- Corporate/M&A: California
- Corporate/M&A: Private Equity: California
- Capital Markets: Debt & Equity: National
- Capital Markets: Debt & Equity: California
Quote: “100% focused on providing exceptional service." Recognized by US Legal 500 in the category of:
- Mergers, Acquisitions and Buyouts: Private Equity Buyouts
- Capital Markets: Equity Offerings
Quote: “literally one of the best attorneys with whom I have ever worked."
Recommended by PLC Which Lawyer? in the category of Corporate/M&ASelected by Lawdragon 500 as one of the:
- 500 Leading Dealmakers in America
- 500 Leading Lawyers in America
Quote: “… there are few deals Woronoff can't do.”
Selected for inclusion in Southern California Super Lawyers for each of the past five years.
Recognized repeatedly in the California Law Business’ annual listing of “Super Rainmakers”
Associations/Affiliations:
Mr. Woronoff has served on the Board of Directors of several private companies, including TransDimension, Inc. and u-Nav Microelectronics, Inc.
U.C.L.A. School of Law; Adjunct Professor – Developed and teaches “Venture Capital and the Start-up Company”
Bet Tzedek (nationally recognized legal
services organization) –
Member, Board of Directors
American Bar Association –
Member, Business Law Section, Negotiated Acquisitions Committee
Authorships and Co-Authorships:
“Random Thoughts on Private Equity Practice” in Deal Strategies for Venture Capital and Private Equity Lawyers (2007)
“Effective vs. Nominal Valuations in Venture Capital Investing” in 1 NYU J. Law & Bus. 199 (2005)
“Understanding Anti-dilution Provisions in Convertible Securities” in 74 Fordham Law Review 129 (2005)
“Confidentiality” in Negotiating and Drafting Contract Boilerplate, published by ALM Publishing
“Types of Securities” in Start-Up Companies, published by Law Journal Seminars-Press
Securities Law Glossary, published by ABA/YLD Securities Law Committee
“United States of America: California” in International Corporate Procedures, published by Jordan & Sons Ltd.
Contributing Editor, M&A Law Prof Blog, sponsored by Law Professor Blogs (http://lawprofessors.typepad.com/mergers/2009/05/european-earnouts.html)
Featured Contributor, Berkeley Law VC Blog, sponsored by the UC Berkeley School of Law and the Berkeley Center for Law, Business and the Economy (http://vc.berkeleylawblogs.org/)
Developed corporate governance library for eMind.com, a leading provider of compliance Web services. Wrote many courses, including:
- “A Director’s Guide to Sarbanes-Oxley”
- “A Guide to Director’s and Officer’s Liability Insurance”
- “A Director’s Guide to the New NYSE Rules on Corporate Responsibility”
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