Michael Halloran focuses his practice in securities and corporate law, specifically with financial services and technology-based companies. He has extensive experience handling public offerings, venture capital and private financings as well as mergers and acquisitions, primarily in the technology and financial institutions arenas.
Michael has acted as outside corporate advisor to numerous technology, financial institutions, and other companies in both the private and public sectors. He has served as the lead advisor on multiple forms of corporate finance and structuring transactions worth hundreds of billions of dollars, including formation of private equity funds and advice on portfolio investments, acquisitions, all forms of corporate and partnership public offerings, investment company and investment advisory firms and funds and project financings. He has represented sellers and buyers, boards of directors, and investment bankers.
From 2006 until 2008, Michael served as Counselor to the Chairman and Deputy Chief of Staff of the SEC. In his role as Counselor to the Chairman, he advised the Chairman on the SEC's program to promote investor protection and capital formation and acted as primary legal counsel to the Chairman. As Deputy Chief of Staff, he administered the divisions and offices of the SEC that have a legal focus, such as Corporation Finance, Investment Management, Trading and Markets, and Enforcement, and also administered the Office of Chief Accountant.
From 1972 to 1990 and again from 1997 to 2005, Michael was a partner of Pillsbury Winthrop Shaw Pittman (formerly Pillsbury Madison and Sutro), and head of its Corporate Securities and Finance Section and various firm committees, as well as founder of its Washington, D.C. office.
From 1990 until 1996, Michael served as Group Executive Vice President and General Counsel with Bank of America Corporation. In that role, he served as Chief Worldwide Legal Officer for Bank of America, managing more than 450 employees, including 185 attorneys, and was advisor to the Board and senior management. He negotiated, closed and implemented more than 30 acquisitions, including some of the then largest and most complex in the banking industry, resulting in Bank of America becoming one of the largest financial institutions in the world.
Speeches and Publications
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"The Future of Housing Finance: What Comes After Fannie and Freddie," American Bar Association Annual Meeting in Toronto, co-chair August 2011.
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"Corporate Reform: What Boards Need to Know to be Successful," Principal Speaker, Annual Boardroom Summit, New York, N.Y., sponsored by NYSE Euronext/Corporate Board Member, 2008, 2009, 2010.
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"Financial Stability Under the Dodd-Frank Wall Street Reform and Consumer Protection Act," Update on Title I, Practising Law Institute Law
Audio Webcast, October 28, 2010.
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"Derivatives: Current Developments Under Dodd-Frank," co-authored with Conrad G. Bahlke and Kurt Wilhelm, Financial Markets Association, October 27-28, 2010.
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"Addressing the New Proxy Access Rules," co-authored with Kit Addleman and Bruce Newsome, Compliance Reporter, September 27, 2010.
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"A Comprehensive Overview of Dodd-Frank Wall Street Reform and Consumer Protection Act" - Haynes and Boone Webinar, July 21, 2010.
- Venture Capital & Public Offering Negotiation, Lead Editor, Aspen Publishers, 2009 (3,000 pages, supplemented annually).
- "Corporate Governance 2010 - A Master Class - Regulatory Reforms and Developments" - Practicing Law Institute, February 17, 2010.
- "Weathering the Economic Storm for Corporate Boards" - 2009 Annual Boardroom Summit, October 1, 2009.
- "Audit Committee Responsibilities from the SEC Standpoint" - Corporate Board Member Conference, December 8, 2008.
- "Trends in Corporate Governance - The Importance of Being Heard in Washington" - Silicon Valley Board Index, November 1, 2008.
- "Current Developments in Securities Regulations" - American Bar Association, April 27, 2008.
- "The Succession Challenge," co-authored with John F. Olson, The Corporate Governance Advisor, May/June 1997.
Professional Honors and Awards
- Named a Washington, D.C. "Super Lawyer" in the areas of Securities & Corporate Finance and Mergers & Acquisitions by Super Lawyers Magazine, 2005-2006, 2008-2009, 2011
- AV® Preeminent rated by Martindale-Hubbell
Professional and Community Activities
- Corporate Accountability Report (CARE), Advisory Board Member
- Arthur and Toni Rembe Rock Center on Corporate Governance at Stanford, Fellow
- SEC Historical Society, Board of Advisors Member
- Eastern Shore Land Conservancy, Board of Directors Member
- Stanford Journal of Law, Business and Finance, Board of Advisors Member
- American Bar Association, Co-Chair, Joint Task Force on Governance Issues in Business Combinations (2011-present)
- American Bar Association, Co-Chair, Banking Committee Task Force on Regulatory Restructuring (February 2009 through enactment of Dodd-Frank financial reform bill in July 2010)
- American Bar Association, Corporate Laws Committee, Member (1996-2006)
- California Senate Commission of Corporate Governance, Shareholder Rights and Securities Transactions, Former Member (through 1996)
- Boalt Hall School of Law at University of California at Berkeley, Former Board Member and Past President
- New York Stock Exchange Legal Advisory Committee, Former Member (through 1996)
Online Publications
04/12/2011 -
SEC to Consider Extension of Registration Deadlines Applicable to Investment Advisers
In a letter dated April 8, 2011, to the President of the North American Securities Administrators Association (“
NASAA”), Robert Plaze, Associate Director of the Division of Investment Management of the Securities and Exchange Commission (the “
SEC”), stated that the SEC is expecting to adopt final rules implementing various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “
Dodd-Frank Act”) applicable to investment advisers by July 21, 2011.
02/24/2011 -
SEC Proposes Private Fund Systemic Risk Reporting on New Form PF
On January 25, 2011, the Securities and Exchange Commission (the “SEC”) proposed new Rule 204(b)-1 (the “Proposed Rule”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
02/02/2011 -
New FINRA Rule 5131 to Address Abuses in the Allocation and Distribution of IPOs
On November 29, 2010, the Financial Industry Regulatory Authority, Inc. (“
FINRA”) announced that FINRA Rule 5131 will take effect on May 27, 2011. FINRA Rule 5131 is intended to sustain public confidence in the initial public offering (“
IPO”) process by regulating the allocation, pricing and trading of IPOs of equity securities (“
New Issues”).
01/27/2011 -
Exemptions From Investment Adviser Registration: The SEC’s Proposed New Rules
Effective as of July 21, 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) repeals a key exemption from investment adviser registration currently relied upon by many private fund managers and replaces it with several much more limited exemptions from registration.
10/05/2010 -
SEC Postpones Implementation of Shareholder Proxy Access
On October 4, 2010, less than six weeks after approving new rules to facilitate shareholders’ rights to nominate directors, the SEC postponed the effectiveness of the rules. As a result, in the upcoming proxy season companies most likely will not have to address the new shareholder proxy access rules.
09/27/2010 -
Compliance Clarified: Addressing The New Proxy Access Rules
In its first substantive rulemaking after Dodd-Frank's passage, the SEC in August approved new shareholder proxy access rules that are scheduled to become effective in November this year and enter into force for the spring 2011 proxy season for all but the smallest companies.
09/01/2010 -
SEC Adopts New Rules to Facilitate Rights of Shareholders to Nominate Directors
Companies are now required to grant proxy access to director nominees submitted by shareholders pursuant to new rules adopted by the Securities and Exchange Commission (the "SEC")
on August 25, 2010.
08/04/2010 -
The Impact of Dodd-Frank on Public Companies
Haynes and Boone has prepared a summary of significant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that may have consequences for public companies and their officers and directors, as well as related entities, along with commentary on those provisions.