Edwin L. Miller Jr.

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
• 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); 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), 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), Ciphent (cyber security), 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

• Massachusetts, 1973

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

• 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 (2004-2009)
• Best Lawyers in America (2007-2011)

Professional & Civic Activities

• Boston Bar Association
• Board and Executive Committee Member (retired), Boston Foundation for Sight

Education

• J.D., Harvard Law School, 1973
• A.B., Boston College, 1969