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Mitch Woolery


Mitch is Co-Chair of the firm’s national Mergers & Acquisitions group and is a member of the national tax group. He focuses his practice on middle market mergers and acquisitions and tax planning for mergers and acquisitions, recapitalizations and financings.

Mitch serves as lead counsel to public and private companies, private equity groups and investors in numerous complex multimillion-dollar mergers, acquisitions, recapitalizations and financings and has represented growth companies in corporate, securities and finance matters. He is experienced working with issuers and investors in all stages of capital formation including angel, venture, private equity and mezzanine investments, and initial public offerings (IPOs).

Mitch also advises on corporate governance matters affecting corporate policy and strategy, including representing boards of directors in fulfilling their fiduciary duties.

In his 30 years of practice, he has established himself as a dealmaker and has successfully negotiated and closed over 200 deals.


Strategic Buyers
  • A strategic acquirer in a series of acquisitions as it expanded into Canada and into new product lines.
  • 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 publicly traded company in a $150 million stock-for-stock merger of an Australian information technology 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).
Private Equity Groups
  • A private equity fund in recapitalizing an internet-based prescription drug advice company.
  • 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 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.
  • Sellers in a stock sale of a managed internet hosting company to Layered Technology, Inc., a venture capital-backed portfolio company of Accel-KKR.
  • A consulting services portfolio company in its recapitalization by a private equity fund.
  • A private medical device company in its sale to an Irish public 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.

  • The Best Lawyers in America®, Corporate Governance Law, 2023-2024 
  • Meritorious Service Award, Association for Corporate Growth (ACG), May 2019