Contact Information
Biography/Practice Areas
William F. Miller is a Partner with Pannone Lopes Devereaux & O’Gara LLC and a member of the Corporate & Business Law Team. He is a highly skilled attorney with more than 30 years of experience who focuses his practice on corporate and business law matters, including mergers and acquisitions, angel, venture capital and private equity financing, commercial contract matters, intellectual property protection and licensing, and entity and investment fund formation. Mr. Miller frequently advises early stage technology companies, manufacturers, service and distribution companies as well as investors in such companies. He also has significant experience in representing wind turbine manufacturers, suppliers and commercial end-users in connection with wind turbine acquisition, maintenance and warranty agreements. With more than $3 billion of transactional experience, Mr. Miller has represented a wide range of local, national and international clients, including media, private equity and financial services, retail, professional sports teams, non-profit institutions and consulting and management firms, among others.
Mr. Miller earned his J.D., cum laude, from Suffolk University Law School, his LL.M. in Taxation from Boston University School of Law and he holds an undergraduate degree in Economics from Brown University. He is admitted to practice law in Massachusetts. Mr. Miller has been recognized on multiple occasions as a Massachusetts Super Lawyer in Mergers and Acquisitions.
Bar Admissions
- Massachusetts
Honors and Awards
- Massachusetts Super Lawyer in Mergers and Acquisitions
Education/Professional Associations
Education
- Boston University School of Law, Boston, Massachusetts
- LL.M.
- Suffolk University Law School, Boston, Massachusetts
- J.D.
- Honors: cum laude
- Brown University
- A.B. in Economics
Representative Matters
- Represented a large manufacturing corporation in a complex M&A transaction that involved a multi-disciplinary team approach to successfully close on a ~$50MM acquisition.
- Representation of the buyer in the $700 million purchase of seven television stations, 26 radio stations and over 120 newspapers in 20 states.
- Counsel to a start-up, web-based medical information and services company in connection with developing template documents for employees and independent contractors, revising its capital structure to facilitate raising investment capital, preparation of an equity incentive plan and related documentation and representation of the company in connection with a convertible note and warrant financing.
- Representation of the borrower in a $1.4 billion debt financing and the follow-on acquisition of multiple media properties from three separate sellers.
- Representation of the U.S. subsidiary of an Australian public company in connection with its sale of a substantial U.S. business unit with assets in six states.
- Counsel to a start-up technology company which delivers software applications via the internet using a SaaS (software as a service) model.
- Representation of a buyer and a seller of two NHL professional hockey teams.
- Counsel to a specialty manufacturer in multiple equipment leasing transactions, commercial contracts, protection of intellectual property, contract manufacturing of production equipment and the sale of the company’s largest division to a public company.
- Counsel to a start-up management consulting firm in connection with organizational and governance matters, commercial contracts, protection and licensing of a proprietary database, expansion throughout the U.S. and Western Europe and the ultimate sale of the firm to a large pre-IPO company for $65 million in cash and stock of the buyer.
- Formation of a direct response retailer of consumer products and follow-on representation through two rounds of venture capital financing and the ultimate sale to a public company.
- Counsel to a Georgia-based technology holding company in connection with the leveraged purchase of multiple operating companies in the U.S., Canada and Western Europe.
- Counsel to a major university in connection with its investments of endowment funds in various private equity and hedge funds.
- Formation of a series of private equity funds focused on real estate and other investments for four sponsors and the private placement of interests in those funds to qualified US and foreign investors.
- Representation of the general partners in connection with the formation and successful funding of a $125 million leveraged buyout fund.
- Representation of numerous early stage technology companies in connection with venture capital financings and equity private placements to angel investors.
- Counsel to a special situation, commercial real estate lender in connection with the merger of the client with a competitor, a $20 million equity private placement in the successor company and the acquisition of a portfolio of mortgage loans from a private investment fund.
- Representation of a minor league professional baseball team in connection with a recapitalization and the offering of equity interests to accredited investors.
- Representation of a real estate investment and management company in connection with a successful $8 million private placement of preferred shares to foreign investors.
Articles & Insights
- NEW FEDERAL TRADE COMMISSION “CLICK TO CANCEL” RULE IMPACTS A WIDE RANGE OF AUTO-RENEWAL PRODUCTS AND SERVICES
- WHAT IS A “CAP TABLE” AND WHY DO I NEED ONE?
- THE IMPORTANCE OF FIRST IMPRESSIONS WHEN GETTING A COMPANY READY FOR FINANCING OR A SALE
- THE PROS AND CONS OF RE-PRICING OUT OF THE MONEY STOCK OPTIONS
- CORPORATE TRANSPARENCY ACT RULED UNCONSTITUTIONAL BY FEDERAL DISTRICT COURT
-
IRS ANNOUNCES MORATORIUM ON PROCESSING NEW EMPLOYEE RETENTION CREDIT CLAIMS
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WHO REALLY OWNS THIS COMPANY? THE IMPORTANCE OF MAINTAINING COMPLETE AND ACCURATE STOCK RECORDS
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PREPARING FOR THE CORPORATE TRANSPARENCY ACT – EFFECTIVE JANUARY 1, 2024
- NEW DELAWARE COURT DECISION PLACES ADDED RESPONSIBILITY ON CORPORATE OFFICERS
- FEDERAL TRADE COMMISSION (“FTC”) PROPOSES SWEEPING NEW RULES REGARDING NON-COMPETITION AGREEMENTS
- RECENT CHANGES IN DELAWARE CORPORATION LAW
- POTENTIAL IMPACT OF PROPOSED FEDERAL RULE ON THE AUTO INDUSTRY
- MORE ON THE IMPACT OF CURRENT MARKET CONDITIONS ON ACQUISTION TRANSACTIONS
- REUTER V. CITY OF METHUEN: BAD NEWS FOR MASSACHUSETTS EMPLOYERS
- THE IMPACT OF CURRENT MARKET CONDITIONS ON ACQUISITON TRANSACTIONS
- THE IMPORTANCE OF COVENANTS IN A BUSINESS TRANSACTION TO PROTECT YOUR INTERESTS
- EMPLOYEE RETENTION TAX CREDIT: IRS PROVIDES ADDITIONAL GUIDANCE FOR 2021 Q3 AND Q4
- IMPORTANT MASSACHUSETS DECISION ON SOFTWARE SALES TAX APPORTIONMENT
- The Ripple Effects Of The Pandemic: What You Need To Know About Down-Rounds
- SEC Proposes Conditional Exemption from Broker Registration Requirements for Certain “Finders”
- SEC Adopts a New Definition of “Accredited Investor”
- The Pros and Cons of Representation and Warranty Insurance in Merger and Acquisition Transactions
- What Is “Shadow Preferred Stock” and When Should It Be Used?
- What Investors and Developers Should Know About Opportunity Funds
- Pros And Cons Of LLCS Electing S Corporation Status
- New Massachusetts Law Limits Employee Non-Compete Agreements
- New Rules Governing IRS Audits Of Tax Partnerships
- Convertible Notes, “Safes” and “Kisses”: A Primer for Early Stage Companies Seeking Outside Investors
- Planning to Sell Your Company? The Pros and Cons of Asset Sales, Stock Sales and Mergers
- Shareholder Demands for Confidential Company Information
- The Pros & Cons of Dual Class Stock Structures
- New Massachusetts Law Mandates Equal Pay For Comparable Work
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