Michael B. Kirwan

Partner

Overview

Michael B. Kirwan is a partner and business lawyer with Foley & Lardner LLP. 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

  • 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
  • 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
  • Recognized as "Lawyer of the Year" by Best Lawyers® in the field of Securities/Capital Markets (2021)
  • Peer review rated as AV Preeminent®, the highest performance rating in Martindale-Hubbell® Peer Review Ratings

Thought Leadership

He has written numerous articles for various Florida Bar publications and trade journals.

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., the board of directors of Floridians for Good Government, Inc., and numerous Athena Powerlink advisory panels. He is a former chairman of the City of Jacksonville’s Ethics Commission.

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