Michael A. Refolo

Mike is a partner and chair of the firm's Business Group. His practice focuses on business law, including securities, mergers and acquisitions, banking and the drafting and review of contracts. He represents companies in all stages, from emerging and developing companies to family-owned businesses to publicly held companies, both as general counsel and in specialized transactions. Mike represents a broad spectrum of industries, including: banking, e-commerce, energy, entertainment, insurance, manufacturing, software, and, wholesale distribution. Mike has extensive experience in securities law, and serves as general counsel to accelerated and non-accelerated SEC filers. He assists public companies with all SEC disclosure obligations, capital-based financings and public offerings. He serves as counsel to emerging companies with private placements and venture capital transactions. He provides advice regarding resales of restricted stock under Rule 144, and with respect to DTC, OTCBB and Nasdaq. Mike has broad transactional experience involving purchases and sales of companies of all sizes, from asset sales by small businesses to mergers and acquisitions of large highly regulated public corporations, including bank holding companies. He also represents businesses with divestitures of subsidiaries and with company liquidations and dissolutions. Mike has assisted financial institutions, including banks, credit unions and bank holding companies with regulatory questions and contract review, particularly questions related to company structure, issuance of bank or bank holding company stock, joint ventures, and the ability to enter into less additional activities. He is involved with insurance agency licensing issues and with acquisitions of insurance agencies. Representative Matters Assisted in the purchase and sale of companies, including through stock purchase and sale agreements, mergers, and asset purchase and sale agreements Drafted and negotiated agreements, including distribution and supply agreements, licensing and franchise agreements, and joint ventures Prepared documents necessary for emerging businesses, including stockholder agreements, operating agreements, buy-sell agreements, stock restriction agreements, and non-disclosure agreements Drafted software licensing and developing, OEM and remarketing agreements Drafted merchandising and online provider agreements for clients in the music, television, and entertainment industries Drafted distribution branding, sub-jobber and petroleum supply agreements for gas suppliers and retailers Assisted businesses in obtaining traditional bank financing Represented public companies with SEC filing requirements

• Partner

• Panelist, "Piercing the Corporate Veil and Successor Liability,", WCBA Bench/Bar Day, 2009
• "Starting Your Business,", WPI Annual Teen Venture Camp, 2008
• Panelist, "Non-Compete Agreements: Protecting Customer Goodwill Confidential Information," , 2008
• Panelist, "Protecting Your Trade," , WCBA Bench/Bar Day, 2008
• "Freezing Out the Minority: Avoiding Disputes among Business Owners Requires Planning Ahead," , Worcester Business Journal , 2007

• Worcester Economic Club

• Massachusetts, 2001

• Shrewsbury Electric Light and Cable Operations (SELCO) (Commissioner)
• Mechanics Hall (Trustee)
• Center for Women & Enterprise (Advisory Board, Former Member)
• WPI Venture Forum (Former Member, Executive Board)
• Lawyers Campaign Against Hunger (Former Chairman)
• Ride with Pride (Director)
• American Bar Association, Section on Business Law (Federal Regulation of Securities Committee)
• American Bar Association, Section on Business Law (Business Issuer Subcommittee)
• Massachusetts Bar Association
• Worcester County Bar Association, Commercial/Corporate Law Section (Co-Chair)