Michael B. Kirwan

Michael B. Kirwan is a partner and business lawyer with Foley & Lardner LLP, as well as co-chair of the firm’s Environmental, Social, and Corporate Governance (ESG) Team. He counsels business clients on securities, acquisitions, financings, corporate governance matters, and fund formations. Michael has worked on numerous public and private offerings, including IPOs and follow-on offerings, represented many companies with their periodic reporting obligations and other matters before the Securities and Exchange Commission, represented special committees of boards of directors, and handled a variety of business combinations, venture capital matters, and real estate fund formations. He has significant experience in the REIT industry. Michael represents a number of publicly traded companies that are listed on the NYSE, NASDAQ, and OTCQX. He is a designated advisor for disclosure for OTCQX listed companies.

Prior to joining Foley in 2006, Michael was a partner at LeBoeuf, Lamb, Greene & MacRae LLP. He then became the general counsel and eventually the chief operating officer for Encore Development, Inc., a national technology consulting firm.

Representative Transactions

• Fund counsel for formation of a $100 million Opportunity Zone fund in 2021
• Fund counsel for formation of a $85 million multifamily real estate fund in 2021
• Issuer’s counsel for $30 million ATM program for Nasdaq listed pharmaceutical company in 2021
• Fund counsel for roll-up of 6 single asset multifamily development funds into a $460 million income fund in 2021
• Fund counsel for roll-up of 8 single asset multifamily development funds into a $530 million income fund with a REIT feeder fund in 2021
• Fund counsel for roll-up of 10 single asset multifamily development funds into a $600 million income fund with a REIT feeder fund in 2021
• Issuer’s counsel for Series Seed-3 venture capital round for a specialty finance company in New Jersey in 2019
• Issuer’s counsel for $600 million note offering for a Nasdaq listed REIT in 2020
• Issuer’s counsel for $18 million common stock offering for Nasdaq listed pharmaceutical company in 2020
• Fund counsel for formation of a $75 million multifamily real estate fund in 2020
• Issuer’s counsel for $500 million ATM program for a Nasdaq listed REIT in 2020
• Fund counsel for roll-up of 11 single asset multifamily development funds into a $600 million income fund with a REIT feeder in 2019
• Issuer’s counsel for $425 million note offering for a Nasdaq listed REIT in 2019
• Issuer’s counsel for $300 million note offering for a Nasdaq listed REIT in 2019
• Issuer’s counsel for Series A round for a specialty finance company in New Jersey in 2019
• Issuer’s counsel for venture capital financing for a Florida food distribution company in 2019
• Issuer’s counsel for venture capital financing for a Maryland pharmaceutical company in 2018 and 2019
• Fund counsel for formation of a $100 million Opportunity Zone fund in 2018
• Fund counsel for restructuring two real estate funds (each in excess of $200 million in assets) to convert carried interests into partnership interests among other things in 2018
• Issuer's Counsel for $300 million note offering for an NYSE listed REIT in 2018
• Seller’s counsel for sale of private REIT for $42 million in 2018
• Issuer's counsel for $300 million note offering for an NYSE listed REIT in 2017
• Issuer's counsel for $650 million note offering for an NYSE listed REIT in 2017
• Issuer’s counsel for $400 million common stock offering for an NYSE listed REIT in 2016
• Issuer’s counsel for private placement of $23 million senior secured notes for an NYSE listed specialty finance company in 2016
• Issuer’s counsel for $233 million forward sale of common stock for an NYSE listed REIT in 2016
• Issuer’s counsel for $50 million ATM program for an NYSE listed specialty finance company in 2016
• Seller’s counsel for sale of two private REITs for $48 million in 2016
• Counsel to special committee of board of directors for a public, non-listed REIT’s $4.8 billion acquisition in 2015
• Seller’s counsel for sale of a private REIT for $30 million in 2015
• Issuer’s counsel for $250 million note offering for an NYSE listed REIT in 2015
• Seller’s counsel for sale of a private REIT for $21 million in 2015
• Issuer’s counsel for forward sale of $193 million of common stock for an NYSE listed REIT in 2015
• Counsel to special committee of board of directors for a public, non-listed REIT’s $4 billion merger with two other affiliated REITs in 2014
• Issuer’s counsel for $70 million convertible note offering pursuant to Rule 144A and Regulation D for an NYSE listed specialty finance company in 2014
• Issuer’s counsel for $200 million ATM program for an NYSE listed REIT in 2014
• Issuer’s counsel for $250 million “green bond” offering for an NYSE listed REIT in 2014; the second green bond issued in the United States
• Issuer’s counsel for $189 million IPO on NYSE of specialty finance company in 2011

Recognition

• Selected by his peers for inclusion in The Best Lawyers in America^© in the field of Securities/Capital Markets Law since 2014. In 2021, he was recognized by The Best Lawyers in America^© as a "Lawyer of the Year" for Securities/Capital Markets Law.
• Peer Review Rated as AV Preeminent^®, the highest performance rating in Martindale-Hubbell^® Peer Review Ratings™

Thought Leadership

Michael has written numerous articles for various Florida Bar publications and trade journals. Other select articles and presentations include the following”

• Author, ESG chapter, Audit Committee Deskbook, published by the Practising Law Institute (1 November 2021)
• The Dutch Decision on Shell’s Carbon Emissions – Should U.S. Companies Be Worried?, Foley Insights (24 June 2021)
• SEC Movement on ESG Disclosures: SEC and Investors Enhance Focus on Climate Change and Other ESG Disclosures, Foley Insights (26 March 2021)
• Beyond Bunny Hugging: ESG, Investor Expectations and Reporting Trends, Foley Insights (9 December 2020)
• Moderator, “Beyond Bunny Hugging- ESG, Investor Expectations and Reporting Trends National Directors Institute (13 November 2020)
• In the Shadows of the COVID-19 Pandemic – BlackRock’s ESG Expectations, Coronavirus Resource Center (1 May 2020)
• Is 2020 the Year Sustainable Means Investment-Worthy?, Foley Insights (27 January 2020)
• Moderator, “ESG Goes Mainstream: What the Board Needs to Know Now,” National Directors Institute (15 November 2019)

Affiliations

Former president of the North Florida Chapter of the Association for Corporate Growth

Community Engagement

Michael has served on numerous civic and charitable boards, including the board of trustees for Jacksonville Episcopal High School, the board of directors of Scenic Jacksonville, Inc.., and numerous Athena Powerlink advisory panels. He is a former chairman of the City of Jacksonville’s Ethics Commission and is currently chairman of Undergrounding Jacksonville.

Education

Harvard Law School (J.D., 1988)

Duke University (B.S., magna cum laude, 1984)

Professional Memberships

Member of The Florida Bar and the American and Jacksonville Bar Associations

Admissions

Florida