One Post Office Square
Boston, MA 02109
TEL: (617) 398-0408 Office/Cell
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Edwin L. Miller Jr.
Partner
Edwin L. Miller Jr. has practiced corporate and securities law for over 35 years. He has represented both issuers and underwriters in scores of IPOs, 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 from start-up to sale. In addition, Mr. Miller has extensive mergers and acquisitions experience, representing both acquirers and sellers. Mr. Miller was the first associate and a partner for over 20 years at Boston's Testa, Hurwitz & Thibeault, a leading “technology law” firm.
Mr. Miller is the author of two books, published by John Wiley & Sons: “Lifecycle of a Technology Company: A Step-by-Step Legal and Practical Guide from Startup to Sale” (http://amzn.to/kYVhme) and “Mergers & Acquisitions: A Step-by-Step Legal and Practical Guide.” (http://amzn.to/mKyENJ)
 
Representative Client Work
- Over 100 other issuer-side and underwriter-side IPOs and other public financings
- Sell-side M&A transactions include Siemens’ divestiture of its general purpose machine vision business to Spectris plc (price undisclosed); X-Café LLC (coffee extracts) to Kerry (Ireland) ($30 million); Ibrix (file serving software) to Hewlett-Packard (price undisclosed); 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); SMaL Camera Technologies to Cypress Semiconductor ($40+ million); and Ciphent Inc. to Accuvant (price undisclosed
- Buy-side M&A transactions include the purchase by Iron Mountain of Connected Corporation ($120 million), LiveVault ($50 million), Stratify ($160 million) and Mimosa Systems ($110 Million); the acquisition/spinoff of Travel Centers of America by Hospitality Properties Trust ($2 billion); the purchase by Taconic Farms of the Xenogen Biosciences division of Caliper Life Sciences, and the purchase by Konarka Technologies of Siemens’ photovoltaics business in Germany
- Representative clients: Aeris Therapeutics (biotech/medical devices); American DG Energy (co-generation); Bio-Tree Systems (medical imaging); Charles River Analytics (advanced government research); Konarka Technologies (thin film photovoltaics); Natel Energy (low-head hydro technology); Pillar Investments (Beirut); Pluristem Therapeutics (Haifa) (stem cells); Rosse Enterprises (private investments); Strategic Science & Technologies (pharmaceuticals); Taconic Farms (genetically engineered animal models); and Therasis (drug discovery)
Bar Admissions
Publications
- Lifecycle of a Technology Company: A Step-by-Step Legal and Practical Guide from Startup to Sale, (John Wiley & Sons, Fall 2007)
- Mergers & Acquisition: A Step-by-Step Legal and Practical Guide, (John Wiley & Sons, Fall 2007)
- Time to Reboot the Basic VC Deal Structure, Venture Capital Journal (March 1, 2009)
- It's Back to Basics for Junior Business Lawyers, American Bar Association, The Young Lawyer (January 2009)
- Options to Consider for Founder Antidilution Protection, VCJ: Venture Capital Journal (October 2008)
- Licensing 101: Get it done right from the start, Mass High Tech: The Journal of New England Technology (October 2008)
- Founder Anti-Dilution Protection - Man Bites Dog, VCExperts.com (September 2008)
- Sales experience, Boston Business Journal, Quoted (June 13, 2008)
- "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
- "Your Liquidity: How a CFO Turns the Asset into Cash," Financial Executives International (FEI) (June 2011)
- "Financing War Stories: Venture Capital Abandonment? – New Early-State Financing Models," yet2.com Executive Briefing (May 2011)
- "Private Capital Financing," Financial Executives International (FEI) (January 2011)
- Annual Mergers & Acquisitions Seminar, Financial Executives International (FEI) (January 2009)
- 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 (2004-2011)
- Best Lawyers in America (2007-2012)
Professional & Civic Activities
- Boston Bar Association
- Founding Trustee, Americans for Children of the Middle East, Inc.
- Board and Executive Committee Member (retired), Boston Foundation for Sight
Education
- J.D., Harvard Law School, 1973
- A.B., Boston College, 1969
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