Our People

Michael A. Refolo
Partner

P: 508.929.1622 | F: 508.463.1395 | | vCardPrint | PDF


Biography

Mike is a partner and chair of the firm's Business Group. His practice focuses on business law, including securities, mergers and acquisitions, banking and the drafting and review of contracts. He represents companies in all stages, from emerging and developing companies to family-owned businesses to publicly held companies, both as general counsel and in specialized transactions. Mike represents a broad spectrum of industries, including: banking, e-commerce, energy, entertainment, insurance, dental practices, manufacturing, software, and wholesale distribution.

Mike has extensive experience in securities law, and serves as general counsel to accelerated and non-accelerated SEC filers. He assists public companies with all SEC disclosure obligations, capital-based financings and public offerings. He serves as counsel to emerging companies with private placements and venture capital transactions. He provides advice regarding resales of restricted stock under Rule 144, and with respect to DTC, OTCBB and Nasdaq.

Mike has broad transactional experience involving purchases and sales of companies of all sizes, from asset sales by small businesses to mergers and acquisitions of large highly regulated public corporations, including bank holding companies. He also represents businesses with divestitures of subsidiaries and with company liquidations and dissolutions.

Mike has assisted financial institutions, including banks, credit unions and bank holding companies with regulatory questions and contract review, particularly questions related to company structure, issuance of bank or bank holding company stock, joint ventures, and the ability to enter into less traditional activities. He is involved with insurance agency licensing issues and with acquisitions of insurance agencies.

Representative Matters

  • Assisted in the purchase and sale of companies, including through stock purchase and sale agreements, mergers, and asset purchase and sale agreements
  • Drafted and negotiated agreements, including distribution and supply agreements, licensing and franchise agreements, and joint ventures
  • Prepared documents necessary for emerging businesses, including stockholder agreements, operating agreements, buy-sell agreements, stock restriction agreements, and non-disclosure agreements
  • Drafted software licensing and developing, OEM and remarketing agreements
  • Advised professionals with respect to the sales of their practices, engaging associates and partner buy-ins, and the financing for such transactions, including in respect to dental and veterinarian practices
  • Drafted merchandising and online provider agreements for clients in the music, television, and entertainment industries
  • Drafted distribution branding, sub-jobber and petroleum supply agreements for gas suppliers and retailers
  • Assisted businesses in obtaining traditional bank financing
  • Represented public companies with SEC filing requirements

Publications/Presentations

  • Contributing author, Mirick O'Connell Business Law e-Report (October 2009)
  • "Knowhow: Legal Entities - How Choosing the Right Business Type Can Help or Hurt You," Worcester Business Journal (July 2009)
  • Panelist, "Piercing the Corporate Veil and Successor Liability," WCBA Bench/Bar Day (April 2009)
  • "Starting Your Business," WPI Annual Teen Venture Camp (June 2008)
  • Panelist, "Non-Compete Agreements: Protecting Customer Goodwill Confidential Information" (April 2008)
  • Panelist, "Protecting Your Trade," WCBA Bench/Bar Day (March 2008)
  • "Freezing Out the Minority: Avoiding Disputes among Business Owners Requires Planning Ahead," Worcester Business Journal (March 2007)
  • Massachusetts Secured Transactions under Revised Article 9 of the UCC (Data Trace Publishing Company, 2002, supplemented annually)(co-author)