H. John Michel, Jr. represents business entities in mergers and acquisition transactions, complex joint ventures, public securities offerings and private placements, internal investigations, and related commercial litigation (such as the enforcement of non-competition agreements, disputes relating to contract compliance and indemnification claims). For some clients, he serves as outside general counsel managing legal service providers both within and outside the firm across a range of disciplines; in other cases, he is retained on a matter-by-matter basis.
Jack has represented issuers and underwriters in public offerings, acquirers and sellers in acquisitions and dispositions of automotive, health care, manufacturing, and retail companies, private equity funds and investor groups in control and co-investment transactions, public companies and boards of directors in friendly and hostile tender offers, and troubled companies in insolvency and SEC enforcement proceedings and shareholder derivative actions.
Jack has served as a Managing Partner of the firm, the Chairman of the firm’s Business and Finance Department, a Member of the firm’s Practice Management Committee, the Chairman of the firm’s Strategic Planning Committee and the firm’s Partner for Practice Planning and Growth. At present, he is co-Chair of the Firm’s Intellectual Property Group.
Prior to becoming a lawyer, Jack was an historian focused on the economic and social development of the North Atlantic economy during the period from 1550 to 1800, with a particular focus on capital formation and social development in the American Colonies during the latter half of that period. Today, he and his wife live on a small historic farm and manage a conservation organization focused on the preservation of properties of exceptional historic and ecological value.
Jack’s representative matters for the last five years include:
- The representation of Educational Management Corporation in connection with the creation of Zenith Education and the subsequent acquisition by Zenith of 56 campuses from Corinthian Colleges, Inc., in a transaction that required negotiation with, among others, the United States Department of Education, the United States Department of Justice, the Consumer Financial Protection Bureau, and 16 States Attorney Generals.
- The representation of Cott Corporation in connection with its $1.25 billion acquisition of DS Services, Inc., in a transaction that required: the issuance of $120 million in two series of preferred stock, the redemption of that stock with the proceeds of a public offering of common stock, the issuance or assumption of more than $500 million of public and private indebtedness, and the restructuring of a global credit facility.
- The representation of a private equity fund in connection with the disposition of a portfolio company for $428 million in a transaction that required extensive negotiations with the United States Federal Trade Commission.
- Conducted internal investigations relating to government allegations, whistle blower complaints, and internal control concerns.
- The representation of the registrant in connection with the confidential filing for an initial public offering.
- A private equity buyout fund in connection with its formation and funding.
Over the longer term of his 30 years at Drinker, Jack has:
- Represented underwriters and issuers in the public issuance of more than $15 billion in securities, including common stock, preferred stock, secured debt, convertible debt, and auction rate securities.
- Represented the states of New Jersey and Maine in connection with oppositions to conversions from non-profit to for-profit status of Blue Cross entities, obtaining the second decided decision in the United States that Blue Cross is a charity.
- Represented public companies and their Boards of Directors in friendly and hostile tender offers, proxy fights, shareholder derivative actions, and internal investigations.
- Represented public companies in connection with spin-offs and their financing.
- Represented troubled companies in connection with enforcement proceedings by the SEC and self-regulatory organizations.
Winner of the CBS Bicentennial Fellowship
Abbott Lowell Cummings Prize for the best publication in Anglo-American Vernacular Architectural History
Awards Methodology (www.drinkerbiddle.com/content/awards)
- University of Pennsylvania Law School, J.D., 1985, University of Pennsylvania Law Review
- The University of Chicago, M.A., 1977
- Wesleyan University, A.B., 1970