Michael A. Refolo
Mike is a partner in the firm's Business Group. His practice focuses on business law, including securities, mergers and acquisitions, banking and in the drafting and review of business 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, veterinary practices, manufacturing, software, and wholesale distribution. Mike serves as outside general counsel for many businesses located throughout Massachusetts. He often participates as counsel in Board meetings for larger businesses.
Mike has extensive experience in securities law, and serves as general counsel to SEC accelerated and SEC smaller reporting companies. He assists public companies with all SEC disclosure obligations (including 10-K, 10-Q and 8-K periodic reports, and proxy statements), capital-based financings and public offerings. He serves as counsel to emerging and established 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 entities, such credit unions, bank holding companies and public companies. He also represents businesses with succession planning, including for family owned businesses. Mike regularly represents medical professionals, including dentists and veterinarians, with the purchase and sale of their practices.
Mike has assisted financial institutions, including banks, credit unions and bank holding companies with acquisitions, sales, loan purchase agreements, mergers, and holding company formation, and in general business contract review.
Mike is a frequent speaker on entrepreneurship, and has written a book on the Massachusetts Uniform Commercial Code, now in its second edition.
Bar & Court Admissions
- Columbus School of Law, Catholic University of America JD (1992)
- University of Virginia BA (1988)
- Represented a majority stockholder of a manufacturing company in a $55 million stock sale to a major foreign entity
- Represented a public company in a $75 million merger into another public company, pursuant to an agreement and plan of merger and a tender offer regulated by the SEC
- Represented a dentist in the purchase of a small dental practice
- Represented a credit union with respect to a data security breach
- Represented the purchaser of a controlling interest of a bank holding company, including representation before the Federal Reserve Board
- Prepared start-up documents necessary for an emerging business, including stockholder agreements, operating agreements, buy-sell agreements, stock restriction agreements, and non-disclosure agreements
- Represented a veterinarian with the succession planning and the eventual sale of the veterinary practice
- Represented a family business with respect to succession planning to the family’s next generation
- Drafted a software licensing and development agreement, and OEM and remarketing agreements for a software based technology company
- Advised a medical professional with a partner buy-in, including the financing for the buy-in
- Drafted merchandising and online provider agreements for a client in the music and entertainment industry
- Assisted numerous businesses in obtaining traditional bank financing
- Represent public companies with all SEC filing requirements including proxy statements and related materials
- “From Start-Up to Public Company – The USA Experience,” Financial University, Moscow, Russia (October 2015) (lecturer)
- Massachusetts Secured Transactions under Article 9 of the UCC (Data Trace Publishing Company, Second Edition 2014)(author)
- “Data Security—What are a Credit Union’s Obligations?” Massachusetts Credit Union League (November 2013)
- “Lessons from Hollywood – What Entrepreneurs Can Learn From the Movie on Facebook’s Founding,” Worcester Business Journal, October 2010
- 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
- "Freezing Out the Minority: Avoiding Disputes among Business Owners Requires Planning Ahead," Worcester Business Journal, March 2007
Professional / Community Affiliations
- Mechanics Hall, president (2014-2016), executive vice president and secretary (2013-2014), trustee (2008-current)
- Shrewsbury Electric Light and Cable Operations (SELCO), commissioner
- Center for Women & Enterprise, Advisory Board, former member
- WPI Venture Forum, former member, Executive Board
- Lawyers Campaign Against Hunger, former chairman
- American Bar Association, Section on Business Law, Federal Regulation of Securities Committee
- Massachusetts Bar Association
- Worcester County Bar Association, former co-chair, Commercial/Corporate Law Section