Michael B. Kirwan 为企业客户提供证券、收购、融资、公司治理事务和基金组建方面的咨询服务。他是公司资本市场与上市公司咨询业务部以及基金组建与投资管理业务部的合伙人。
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 and real estate funds 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.
代表经验
- Counsel to minority family members in formation of private US$500m industrial warehouse fund
- Issuer’s counsel for US$5m offering of common stock and warrants for NASDAQ listed pharmaceutical company in 2025
- Issuer’s counsel for US$325m note offering for NASDAQ listed REIT in 2024
- Issuer’s counsel for US$500m ATM program for NASDAQ listed REIT in 2024
- Issuer’s counsel for US$2.4m ATM program for NASDAQ listed pharmaceutical company in 2024
- Issuer’s counsel for US$400m note offering for NASDAQ listed REIT in 2024
- Issuer’s counsel for US$6.5m offering of common stock and warrants for NASDAQ listed pharmaceutical company in 2024
- Fund counsel for US$130m opportunity fund in 2023
- Fund counsel for US$50m marina fund in 2023
- Fund counsel for US$300m multifamily real estate fund in 2023.
- Fund counsel for US$100m multifamily real estate fund in 2023.
- Issuer’s counsel for US$6m common stock offering under baby shelf rules for a Nasdaq-listed biopharma company in 2023.
- Issuer’s counsel for US$6.5m Series A round for a specialty finance company in 2023.
- Fund counsel for roll up of six single-asset multifamily development funds into a US$380m income fund in 2022.
- Issuer’s counsel for US$15m equity line of credit for a Nasdaq listed biopharma company in 2022.
- Fund counsel for US$25m GP real estate fund in 2022.
- Fund counsel for US$100m multifamily development fund in 2022.
- Fund counsel for formation of a US$100m Opportunity Zone fund in 2021.
- Fund counsel for formation of a US$85m multifamily real estate fund in 2021.
- Issuer’s counsel for US$30m ATM program for Nasdaq listed pharmaceutical company in 2021.
- Fund counsel for roll-up of six single-asset multifamily development funds into a US$460m income fund in 2021.
- Fund counsel for roll-up of eight single-asset multifamily development funds into a US$530m income fund with a REIT feeder fund in 2021.
- Fund counsel for roll-up of 10 single asset multifamily development funds into a US$600m 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 2019.
- Issuer’s counsel for US$600m note offering for a Nasdaq listed REIT in 2020.
- Issuer’s counsel for US$18m common stock offering for Nasdaq listed pharmaceutical company in 2020.
- Fund counsel for formation of a US$75m multifamily real estate fund in 2020.
- Issuer’s counsel for US$500m ATM program for a Nasdaq listed REIT in 2020.
- Fund counsel for roll-up of 11 single asset multifamily development funds into a US$600m income fund with a REIT feeder in 2019.
- Issuer’s counsel for US$425m note offering for a Nasdaq listed REIT in 2019.
- Issuer’s counsel for US$300m 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 US$100m Opportunity Zone fund in 2018.
- Fund counsel for restructuring two real estate funds (each in excess of US$200m in assets) to convert carried interests into partnership interests among other things in 2018.
- Issuer’s Counsel for US$300m note offering for an NYSE listed REIT in 2018.
- Seller’s counsel for sale of private REIT for US$42m in 2018.
- Issuer’s counsel for US$300m note offering for an NYSE listed REIT in 2017.
- Issuer’s counsel for US$650m note offering for an NYSE listed REIT in 2017.
- Issuer’s counsel for US$400m common stock offering for an NYSE listed REIT in 2016.
- Issuer’s counsel for private placement of US$23m senior secured notes for an NYSE listed specialty finance company in 2016.
- Issuer’s counsel for US$233m forward sale of common stock for an NYSE listed REIT in 2016.
- Issuer’s counsel for US$50m ATM program for an NYSE listed specialty finance company in 2016.
- Seller’s counsel for sale of two private REITs for US$48m in 2016.
- Counsel to special committee of board of directors for a public, non-listed REIT’s US$4.8bn acquisition in 2015.
- Seller’s counsel for sale of a private REIT for US$30m in 2015.
- Issuer’s counsel for US$250m note offering for an NYSE listed REIT in 2015.
- Seller’s counsel for sale of a private REIT for US$21m in 2015.
- Issuer’s counsel for forward sale of US$193m 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 US$4bn merger with two other affiliated REITs in 2014.
- Issuer’s counsel for US$70m convertible note offering pursuant to Rule 144A and Regulation D for an NYSE listed specialty finance company in 2014.
- Issuer’s counsel for US$200m ATM program for an NYSE listed REIT in 2014.
- Issuer’s counsel for US$250m “green bond” offering for an NYSE listed REIT in 2014; the second green bond issued in the United States.
- Issuer’s counsel for US$189m IPO on NYSE of specialty finance company in 2011.
奖项与表彰
- Selected by his peers for inclusion in The Best Lawyers in America© in the field of Securities/Capital Markets Law since 2014.
- From 2021-2026 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™.
附属机构
- Former president of the North Florida Chapter of the Association for Corporate Growth
- Member of The Florida Bar
- Member of the American and Jacksonville Bar Associations
社区参与
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, a former chairman of Scenic Jacksonville, Inc. and a member of the Leadership Jacksonville Class of 2025.
演讲和出版物
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)
SEC Climate Disclosures Rules One Step Closer to the Grave; GHG Emissions Disclosures One Step Closer to Becoming a Multi-State Compliance Issue
The slow death of the Securities and Exchange Commission’s (SEC) climate disclosure rules continued on March 27, 2025, with the SEC Commissioners voting to discontinue the defense of such rules before the Eighth Circuit, Iowa v. SEC, No. 24-1522, which is where the numerous complaints challenging the rules were consolidated.
迈克尔·柯万评估欧盟企业可持续发展报告对美国企业的影响
福里尔·拉德纳律师事务所合伙人迈克尔·柯万在《AEF资讯》文章《"震惊于CSRD的广度"，美国企业仍着手应对》中发表评论，深入剖析了欧盟《企业可持续发展报告指令》对在该地区运营的美国企业的影响。
加州立法机构推进气候问责法案
在拒绝加州州长纽森关于推迟两年实施加州气候问责法的提案后，加州立法机构于2024年8月31日通过参议院第219号法案，对2023年气候问责法作出修订，进一步支持实施温室气体披露报告及气候相关风险财务报告制度。
SEC’s Slimmed Down Climate-Related Disclosures Finally Adopted
On March 6, 2024, the Securities and Exchange Commission adopted regulations that will require public companies to file mandatory climate-related disclosures with the SEC beginning in 2026.
厌倦等待美国证券交易委员会，加州通过全面气候信息披露法案
加利福尼亚州近期已通过三项气候信息披露法案，另有法案仍在审议中。
The Importance of ESG for Startups: Pioneering a Sustainable Future
Partners Louis Lehot and Michael Kirwan published an article in Reuters Legal News titled: “The Importance of ESG for Startups: Pioneering a Sustainable Future.”