Mitch Woolery

(816) 502-4657
(816) 960-0041 Fax

In his 30 years of practice, Mr. Woolery has served as lead counsel to public and private companies, private equity funds and investors in numerous complex multimillion-dollar mergers, acquisitions, recapitalizations and financings. He has negotiated and closed over 200 deals and has represented growth companies in corporate, securities and finance matters. He also has represented issuers and investors in all stages of capital formation including angel, venture, private equity and mezzanine investments, and initial public offerings (IPOs).

In recent years, Mr. Woolery's practice has focused on Middle Market Mergers and Acquisitions in which he represents private equity groups and their portfolio companies, strategic and financial buyers, and selling founders and entrepreneurs.

Mr. Woolery also provides tax advice to his clients especially for mergers and acquisitions, recapitalizations and financings. He has studied tax law and tax policy at the New York University and the University of Chicago.

In addition, Mr. Woolery represents boards of directors in fulfilling their fiduciary duties and in other corporate governance matters.

At Kutak Rock, he has served in a number of leadership roles including as chair of the Corporate Department in the Kansas City Office, and as a member of the Firm’s Policy Board and Nominating Committee.

Mr. Woolery currently serves on the global board of directors of Association of Corporate Growth (ACG). ACG serves 90,000 investors, executives, lenders and advisers to growing middle-market companies.

Select Transactions

Mr. Woolery has represented:

  • A private equity fund in recapitalizing an Internet-based prescription drug advice company.
  • A software company in its sale to Gartner, Inc. (NYSE: IT). This deal successfully used IRC Section 338(h)(10) to benefit the parties.
  • The management team in a management buyout (MBO) from Aviva USA of Creative Marketing International Corporation, an independent insurance marketing organization. This was one of the first deals to use the new IRC Section 336(e) regulations to benefit the parties.
  • A private equity fund in a series of assets sales to strategic buyers.
  • A strategic acquirer in a series of acquisitions as it expanded into Canada and into new product lines.
  • A private equity fund established by a Native American tribe in its joint venture acquisition and operation of select Louisiana casinos.
  • A portfolio company of a private equity firm in the sale of the company’s Oracle™ solutions business unit to Grant Thornton LLP.
  • A private equity fund in a recapitalization of a telecommunications reseller.
  • A private equity group in a recapitalization of a Canadian off-road equipment company.
  • A consulting services portfolio company in its recapitalization by a private equity fund.
  • Sellers in a stock sale of a managed Internet hosting company to Layered Technology, Inc., a venture capital-backed portfolio company of Accel-KKR.
  • Aspen Avionics, Inc., a venture-backed avionics technology company, in a variety of strategic financings, partnerships and acquisitions including:
    • A strategic partnership with and Series D investment by the Italian agency that manages the Italian space program.
    • An acquisition of the U.S. subsidiary of an Indian software engineering company.
  • A private medical device company in its sale to an Irish public company.
  • Flagstar Bancshares, Inc. (NYSE: FBC.N) in its sale of Georgia branches and retail deposits (approximately $210 million), and in its sale of Indiana branches and deposits (approximately $460 million).
  • A publicly traded company in a $150 million stock-for-stock merger of an Australian information technology company.
  • A propane distributor in a $250 million subordinated debt offering.
  • A lead venture capital investor in a mezzanine financing as part of a propane distributor's initial public offering.
  • Public pension and other funds in $1.0 billion of investments in private equity and hedge funds.
  • A life insurance company in $500 million of investments in off-balance sheet restructurings.
  • A premium finance company in a $150 million finance conduit.
  • Various real estate investment funds in over $200 million in capital formations.

 Select Representations

  • Represented a prominent non-profit corporation in connection with the IRS's "intermediate sanctions." Guided the special committee of the board through these issues, conducted the internal investigation, and designed and implemented the strategy to resolve all issues with all constituencies, without the imposition of intermediate sanctions.
  • Represented a non-profit corporation that was subject to federal, state and local criminal and regulatory investigations, as well as civil lawsuits. Led the team that coordinated responses to these investigations and all matters were resolved satisfactorily.
  • Represented a non-profit corporation that was subject to a civil investigation by the U.S. Department of Justice based upon alleged violations of the False Claims Act (31 U.S.C. §§ 3729-3733). Coordinated attorneys inside and outside Kutak Rock to resolve all issues satisfactorily.
  • Dozens of board presentations on board protection issues and fiduciary issues.

Select Writings and Presentations

  • Interviewed Rep. Josh Gottheimer (D-N.J.), "Capital Formation Issues of Importance to the Middle Market," ACG Gobal Policy Summit, Washington, D.C., September 27, 2017.
  • Moderated panel on "Tax Reform: Implications for the Middle Market," ACG Gobal Policy Summit, Washington, D.C., February 14, 2017.
  • Presented, “The Role of the M&A Attorney,” Rockhurst University, July 10, 2017. 
  • Principal Author, “Tax Reform Under President-Elect Donald J. Trump: A Critique of Select Provisions Affecting Middle Market Companies and Capital Providers” December 2016 (a white paper).
  • Presented, "Your 'Non-Binding' Letter of Intent is Legally Binding -- and It Just Cost Your Client $113 Million," Kutak Rock LLP CLE for In-House Counsel -- Protecting Corporate Interests From Inside, Kansas City, Missouri, June 2016
  • Presented, “Middle Market Mergers and Acquisitions: Advising Buyers and Sellers during the First Steps of the Process,” NBI Seminars, Kansas City, Missouri, February 2012-2016.
  • Moderated a panel on “Private Equity Success Stories,” Mid-America Corporate Growth Conference, St. Louis, Missouri, May 15, 2013.
  • Presenting sponsor, “Building a Winning M&A Capability,” Mid-America Corporate Growth Conference, Kansas City, Missouri, June 7, 2012.
  • Moderated a panel on “The Future of Private Equity” at ACG KC Capital Connection and Private Equity Forum, Kansas City, Missouri, June 9, 2010.
  • Moderated a panel on “The Current State of Private Equity” at ACG KC Private Equity Forum, Kansas City, Missouri, June 3, 2009.
  • Participated in a panel on “Succession Planning through Mergers and Acquisitions” at Kauffman Foundation, Kansas City, Missouri, November 21, 2008.

Mr. Woolery was an Adjunct Professor of Law at the UMKC Law School (from 2009 to 2014) where he taught Securities Regulation.