Edwin L. Miller Jr.

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); SMaL Camera Technologies to Cypress Semiconductor ($40+ million); Ciphent Inc. (internet security software and services) to Accuvant (price undisclosed; and Cambridge Analog Technologies (semiconductors) to Maxim Integrated Products (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); Charles River Analytics (advanced government research); Evologie (skin care); Ferric Semiconductor; Konarka Technologies (thin film photovoltaics); Natel Energy (low-head hydro technology); Pillar Investments (Beirut) (investment banking); Playsquare (interactive entertainment software); Pluristem Therapeutics (Haifa) (stem cells); Rosse Enterprises (private investments); and Taconic Farms (genetically engineered animal models)

Bar Admissions

• Massachusetts, 1973

Publications

• Advice for New SEC Chair: Keep It Simple, CFO.com (December 13, 2012)
• 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)
• "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

Client Advisories

• Will Foreign Private Issuers be Subject to a Stricter Disclosure Regime?

Teaching & Speaking Engagements

• "Advising on Mergers & Acquisitions," Massachusetts Continuing Legal Education, Inc. (MCLE) (February 2013)
• "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 (2004-2012)
• Best Lawyers in America (2007-2013)

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