Michael Smit Email & Phone Number

Mergers and Acquisitions• Negotiated and drafted various stock purchase agreements and closing documents, including assignment and assumption agreements, stock powers, enforceability and good standing opinions and transition services agreements,including acquisition of $80 million real estate company.Intellectual Property• Negotiated and drafted contracts for IT department with annual budget over $100 million, including, end user licenses, consulting agreements, support agreements, service level agreements, purchase orders, and confidentiality agreements.• Negotiated terms and conditions with Microsoft and Microsoft Consulting in connection with a $50 million enterprise resource planning project.Commercial Transactions• Advised subsidiary executives in negotiating and drafting commercial contracts, including purchase orders, sales contracts, security agreements and settlement and release agreements in transactions up to $40 million.Labor and Employment• Oversaw internal investigations and coordinated with Vice-President, HR to prepare responses to EEOC charges of gender, race, age, gender preference and other discrimination and harassment, including disparate treatment and disparate impact claims.• Negotiated and drafted employment agreements, including offer letters, participation plans, temporary employee staffing agreements, non-compete agreements, intellectual property agreements, last chance agreements and severance agreements.Real Estate• Negotiated and drafted contracts for over 100 real estate transactions, including purchase and sale agreements, and leases and subleases for office space, vacant land and industrial warehouses.Dispute Management and Resolution• Developed dispute resolution strategies, and managed outside counsel mediations, arbitrations and litigation involving breach of warranty, breach of non-compete, bankruptcy preference, landlord tenant, and antitrust violations.

Greater Atlanta Area

Securites• Reviewed 34 Act filings, including 10-Ks, 10-Qs and 8Ks, including narrative portions of management discussion and analysis and compensation discussion and analysis, legal matters, market risk factors, and internal controls.Finance/Commercial Transactions• Coordinated with senior management, negotiated and drafted $250 million senior notes, $410 million asset based term loan and $150 million revolivng facilities.• Advised subsidiary executives, negotiated and drafted numerous $40M – $50M asset purchase agreements for real estate, inventory, receivables and equipment. • Negotiated and drafted joint venture/partnership agreements.Mergers/Acquisitions• Advised Board of Directors and executives on merger transactions up to $1.2 billion; negotiated and drafted stock purchase agreements including purchase price adjustment provisions, representations and warranties, caps and baskets and indemnities.• Negotiated and drafted stock purchase agreements for divestitures up to $50 million.• Managed due diligence team in $100 million acquisition, including litigation, real estate, employee benefits, labor agreements and intellectual property.Corporate Governance/Compliance• Advised Board of Directors on various legal matters, including contracts, information technology, labor and employment, financial transactions and litigation.• Drafted shareholder and Board of Directors unanimous written consents, meeting minutes, proxies, waivers of notice, and other corporate governance documents.• Reviewed and drafted by-laws and committee rules and procedures for Delaware, New York and Texas corporations and limited liability companies.• Advised on SOx compliance, including drafting and implementing Section 302 certifications and Section 404 internal controls and procedures for financial reporting.Dispute Management• Managed $3 million annual legal budget; settled and resolved disputes ranging up to $10 million.

• Advised executives in negotiating and drafting commercial contracts for public utility projects up to $150 million, including purchase orders, sales contracts, security agreements and settlement and release agreements.• Oversaw internal investigations and coordinated responses to EEOC charges of gender, race, age, gender preference and other discrimination and harassment, including disparate treatment and disparate impact claims.• Developed dispute resolution strategies, and managed outside counsel mediations, arbitrations and litigation involving breach of warranty, breach of non-compete, bankruptcy preference, and landlord tenant. • Provided legal advice and guidance to Board of Directors on various legal matters, including contracts, information technology, labor and employment, financial transactions and litigation.• Drafted shareholder and Board of Directors unanimous written consents, meeting minutes, proxies, waivers of notice, and other corporate governance documents.

Juris Doctor, Law

Activities and Societies: Moot Court Board

Bachelor Of Science (B.S.), Civil Engineering

Activities and Societies: Pi Kappa Alpha; Corps of Cadets