Michael A. Conza

Partner

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  • T 617.951.8459
  • F 617.345.5071
  • Boston

Michael A. Conza has more than two decades of experience representing privately held and publicly traded companies, investment banks and venture capital firms. His practice is primarily targeted toward the representation of emerging and public growth companies, with strong emphasis on companies in the software and communications industries. He concentrates his practice in the areas of general corporate representation, corporate finance and acquisitions.

A significant portion of Mike’s practice involves general corporate work for ongoing clients, both private and public, on matters such as business counseling, licensing and joint venture arrangements, contract negotiation, corporate governance matters, and regulatory compliance (including the SEC and the Sarbanes-Oxley Act). He has considerable experience in the areas of outsourcing and “open source” software licensing.

With respect to his acquisitions practice, Mike has broad and deep experience in structuring and negotiating mergers, tender offers, asset transactions and other acquisitions, and in designing defenses against unsolicited takeovers. His practice embraces both public and private companies as well as the representation of independent committees of directors. He regularly represents buyers and sellers in transactions ranging from the tens of millions of dollars to the billions of dollars.

Mike’s corporate finance practice includes extensive experience with both private and public offerings. He is a nationally recognized counselor in the area of venture capital financings. He has represented companies as well as venture capitalists in over 200 completed financings, and has served as the chairman of the Charter Committee for the National Venture Capital Association forms project and on the advisory boards of the 2004 through 2010 VentureOne Deal Terms Reports. Mike’s public offering practice includes the representation of issuers as well as investment banking firms in a wide variety of public and quasi-public offerings, including IPOs, convertible debt transactions and PIPEs.

Mike is a frequent public speaker on matters relating to venture capital transactions, mergers and acquisitions, PIPE transactions, public offerings, and other topics relevant to private and public technology companies.

REPRESENTATIVE MATTERS
  • Represented multiple privately held growth companies in venture capital financing transactions, including Affinnova, GameLogic, Groove Mobile, JBoss, Kayak Software, Protagonist, Consilience Software and VideoIQ
  • Represented various venture capital firms in equity financing transactions, including Matrix Partners, Flagship Ventures, Lilly Ventures, Fidelity Ventures and Queensland BioCapital
  • Represented Kayak Software Corporation in its acquisition of SideStep Inc.
  • Represented Groove Mobile Inc. in its sale to Livewire Mobile Inc.
  • Represented OpenAir Inc. in its sale to NetSuite Inc.
  • Represented TRU Holdings Inc. in its acquisition of the assets of Sage Laboratories Inc.
  • Represented Musclemaster Inc. in connection with several acquisitions, including Unlimited Nutrition, Affordable Supplements and Extreme Sports Nutrition
  • Represented Oracle Corporation in several transactions, including the acquisition of ProfitLogic Inc.
  • Represented Honeywell International Inc. in connection with several acquisition and joint venture transactions
  • Represented Highbury Financial in connection with its acquisition of assets from ABN Amro
  • Represented RakutenUSA Inc. in connection with several acquisitions and other transactions
  • Represented LinkShare Corporation in connection with its acquisition of TrafficStrategies.com
  • Represented numerous issuers and underwriters in public and quasi-public offerings
SPEAKING ENGAGEMENTS
  • Panelist, The Capital Network Roundtable Series:
    • Negotiation and Valuation (January 2010)
    • Company Valuation Metrics and Analysis (March 2010)
    • Understanding Equity Compensation Arrangements (April 2010)
  • Panelist, How to Craft a Winning Round Term Sheet in 2007: A Guide for VCs & Entrepreneurs (October 2008)
  • Panelist, Starting Off on the Right Foot: Winning Early-Stage Deal Terms for VCs & Entrepreneurs (November 2007)
AWARDS AND HONORS
  • Super Lawyers, Massachusetts (2004-2009)
  • Lawdragon 500 Dealmakers in America (2007)
  • Super Lawyers, New England (2007)
  • Order of the Coif
  • Editorial board, Duke University Law Review
  • Graduated at top of the class, Duke University School of Law (1989)
MEMBERSHIPS
  • Boston Bar Association
ADMISSIONS
  • Admitted to practice in Massachusetts and New York
EDUCATION
  • Duke University School of Law, Juris Doctor, with highest honors (1989)
  • Boston College, Bachelor of Arts, magna cum laude (1986)

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