| 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. (formerly known as Sports Entertainment Enterprises, Inc.);
- Turner Broadcasting’s acquisition of several businesses, including MGM and Hanna-Barbera; and
- The aquisition of u-Nav Microelectronics, a privately held fabless semiconductor company, by Atheros Communications, Inc. (Nasdaq: ATHR), a leading developer of advanced wireless solutions.
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.
Awards and Recognition:
Acknowledged by Chambers USA as a leading individual in the categories of:
- Investment Funds: Private Equity/Buyouts: National
- Corporate/M&A: California
- Corporate/M&A: Private Equity: California
- Capital Markets: Debt & Equity: California
Recognized by US Legal 500 in the categories of:
- Capital Markets: High-Yield Debt
- Capital Markets: Equity Offerings
Recommended by PLC Which Lawyer? in the category of Corporate/M&A
Selected by Lawdragon 500 as one of the:
- 500 Leading Dealmakers in America
- 500 Leading Lawyers in America
Acknowledged by Los Angeles magazine as one of the “Southern California Super Lawyers” in each of the past four 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 Lecturer in Law; Adjunct Professor –
Developed and teaches “Venture Capital and the Start-up Company”
Bet Tzedek (nationally recognized legal services organization) –
Member, Executive Committee, 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.
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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