Michael Lawhead

/My focus

I work with clients ranging from privately held emerging growth companies to large public companies as well as investment banks, venture capital funds and private equity funds, primarily in the life sciences, healthcare, and technology industries.

Securities and Capital Markets

I represent companies and investment banks (as underwriters, placement agents, and sales agents) in primary and secondary public offerings of debt and equity securities. I also advise publicly held companies in complying with federal securities laws and regulations and stock exchange listing rules, particularly with respect to disclosure and corporate governance obligations.

M&A and Corporate Transactions

I represent acquirors and targets, both public and private, in a range of M&A transactions, including mergers, stock and asset acquisitions, tender offers, and going private transactions. I also work with emerging growth companies in myriad matters ranging from formation to funding to exits (and all things in between).

Outside General Counsel

I act as outside general counsel to assist clients in general corporate and securities matters, including SEC reporting and compliance, Nasdaq and NYSE listing and compliance, corporate governance, investor relations, and executive compensation.

/Representative experience

Michael joined Nixon Peabody in August 2021. The representative work set forth below may reflect experience from prior firms.

Capital Markets

• Represented a Nasdaq-listed biopharmaceutical company in its $329.3 million underwritten public offering of common stock
• Represented a Nasdaq-listed biopharmaceutical company in its $143.8 million underwritten public follow-on offering of common stock
• Represented a Nasdaq-listed medical device company in its $110 million underwritten public offering of convertible senior notes
• Represented a Nasdaq-listed medical device company in its $75 million underwritten public offering of convertible senior notes
• Represented a Nasdaq-listed medical device company in multiple underwritten public offerings and private placement (PIPE) offerings of common stock
• Represented a Nasdaq-listed pharmaceutical company in multiple underwritten public offerings of common stock
• Represented a Nasdaq-listed pharmaceutical company in its initial public offering of common stock

Mergers and Acquisitions

• pharmacy management and software company
• Represented a privately held digital health company in its merger with a Nasdaq-listed healthcare improvement company
• Represented a privately held biopharmaceutical company in its merger with a Nasdaq-listed biopharmaceutical company
• Represented a Nasdaq-listed medical device company in its merger with a Nasdaq-listed medical device company
• Represented a Nasdaq-listed medical device company in its acquisition of a privately held medical device company

Venture Capital

• Represent multiple healthcare-focused investment funds in private placement offerings of equity and debt
• Represent multiple privately held companies in private placement offerings of equity and debt

/Looking ahead

We will continue to see a heightened focus on issues of climate and other environmental, social, and governance matters, particularly as they relate to federal and state securities laws and regulations, stock exchange listing rules, and accompanying disclosure obligations for publicly held companies, diversity and inclusion at the board level and otherwise, and related risks and opportunities.

/Insights

• “Diversity in Corporate America,” Nixon Peabody 2023 California MCLE Virtual Seminar, January 20, 2023
• “Final SEC Pay Versus Performance Rule: New Expanded Executive Compensation Disclosures for 2023,” Strafford CLE Webinar, December 20, 2022
• “Legal Essentials for Life Sciences Entrepreneurs: What early-stage founders need to know to scale and safeguard their companies,” Biocom California's Capital Connect: Virtual Investor Roadshow, February 17, 2022
• “LA Investor Outlook,”4th Annual Greater Los Angeles CEO Summit, Los Angeles, CA, October 20, 2021