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Edwin L. Miller Jr. has practiced corporate and securities law for over 30 years. He has represented both issuers and underwriters in scores of IPO's, secondary stock offerings and other public market transactions that have raised billions of dollars. Mr. Miller has organized a number of private equity/venture capital funds and has represented venture capital firms and technology companies in venture financings throughout his time in practice. More recently, he has concentrated on the representation of emerging technology companies in their financing, technology transfer and acquisition activities. In addition, Mr. Miller has extensive mergers and acquisitions experience in both the public markets and in private transactions, representing both acquirers and sellers. Mr. Miller was the first associate and a partner for over 20 years at Boston's Testa, Hurwitz & Thibeault. Representative Client Work Represented Digital Equipment Corporation in the 1970s and 1980s in multiple common stock and convertible debt public offerings Underwriters' counsel in 26 "spin-out" IPOs by the Thermo Electron companies in the 1980s and 1990s, as well as dozens of follow-on public market transactions Multiple other issuer-side and underwriter-side IPOs and other public financings Responsible for multiple venture/buyout fund formations, including the spinoff of the GE venture capital portfolio to Canaan Partners, the spinoff of the Irving Bank and Trust LBO portfolio to MST Partners and the spinoff of the American Research and Development venture capital portfolio from Textron Recent sell-side M&A transactions include Guardent (network security consulting and monitoring) to VeriSign ($140 million), Specialty Brands of America (food brands) to American Capital Partners ($70 million), Grand Virtual (offshore internet gaming) to GigaMedia International (Taiwan) ($35 million) and SMaL Camera Technologies to Cypress Semiconductor ($40+ million). Recent buy-side M&A transactions include the purchase by Iron Mountain of Connected Corporation ($120 million) and Live Vault ($50 million), the acquisition/spinoff of Travel Centers of America by HPT ($2 billion) and the purchase by Konarka Technologies of the Siemens photovoltaics business in Germany (price undisclosed) Representative clients: Attunity (Tel-Aviv) (software), Bio-Tree Systems (medical imaging), Candide Media (Talking Street city tours), Converge Biotech, Charles River Analytics (advanced government research), Konarka Technologies (photovoltaics), Lifegate (medical devices), Rosse Enterprises (private investments), Strategic Science & Technologies (pharmaceuticals), Therasis (pharmaceuticals) and Zone4Play (Tel Aviv) (gaming software) Bar Admissions Massachusetts, 1973 Publications Some important do's and don'ts in selling a business, Boston Business Journal (March 14, 2008) Partner Edwin Miller Publishes Book - Practical M&A Advice (February 5, 2008) Mergers & Acquisitions: A Step-by-Step Legal and Practical Guide (John Wiley & Sons, Fall 2007) Technology Companies: A Step-by-Step Legal and Practical Guide from Startup to Sale (John Wiley & Sons, Fall 2007) "Nanotech Company Formations: C-Corps, S-Corps and LLCs," Nanotechnology Law and Business, Volume 3, Issue 1, 2006 "Investment Bank Engagement Letters, Confidentiality Agreements and Letters of Intent," chapter in Buying and Selling a Privately Owned Business, MCLE "Understanding your Risks in your Pre-IPO Company Stock Options," MyStockOptions.com, July 2004 "Negotiating M&A Intermediaries' Engagement Letters," The Mercator Monitor, May 2003 "Venture Capital Financings of Technology Companies," chapter 3 in Internet Law and Practice, West Legal Publishers, 2002 "Equity Compensation Structures for Venture-Backed Companies Post-Enron, Post-Bubble in a Down Round Environment," Venture Capital Journal, December 2002 Teaching & Speaking Engagements Has taught two courses at Boston University School of Law -- "The Lifecycle of a Technology Company: A Practitioner's Perspective" and "Mergers & Acquisitions" Frequent lecturer at continuing legal education seminars Awards & Honors Massachusetts Super Lawyers (2004-2007) Best Lawyers in America (2007, 2008) Professional & Civic Activities Boston Bar Association Board and Executive Committee Member, Boston Foundation for Sight Judge, MIT 50K Business Plan Competition, 1997-2002 Education J.D., Harvard Law School, 1973 A.B., Boston College, 1969 |
