Michael B. Gardiner


Phone: 206.582.0031 or 312.348.6001
Email: mgardiner@counselgs.com


Michael Gardiner’s practice is focused on corporate, business and licensing transactions, especially for startups and technology companies. He has handled a wide range of corporate matters, including business formations, funding rounds and other private placements, secured and unsecured loan transactions, mergers and acquisitions, divestitures, asset purchases and sales in federal bankruptcy court, shareholder agreements, operating agreements, ownership transfers, initial public offerings and other capital market transactions, and structuring and implementing multi-national corporate and holding company structures. He has also advised businesses and executives on employment agreements and employee compensation matters, including employee stock options, phantom stock programs, restricted stock programs, LLC profits interests, and other equity and equity-linked compensation programs.

Mr. Gardiner also has significant commercial and licensing experience covering SaaS agreements, software licenses, software maintenance and support agreements (including SLAs), preparing and responding to RFPs, consulting and other professional services agreements, book publishing agreements, text message distribution agreements, trademark licenses, equipment purchase agreements, telecommunications services agreements and hardware purchase agreements.

His clients have included software developers and providers, platform providers, professional service providers, private equity firms, banks, underwriters, telecommunications companies, authors, manufacturers, insurance companies, student loan issuers, medical service providers, special purpose acquisition companies, and individual investors and executives. Many of the matters on which he has worked have crossed national borders.

Mr. Gardiner’s in-house experience includes serving as M&A and securities counsel for a publicly traded telecommunications company and the role of General Counsel for the owner, and associated businesses, of The Secret, a book and movie which sold millions of copies in dozens of languages across the globe.


Mr. Gardiner received a B.A. (major: Economics) in 1989 from Northwestern University. He received his J.D. in 1992 from The Ohio State University College of Law, where he graduated Order of the Coif and Cum Laude and served as Editor-In-Chief of The Ohio State Law Journal. In 2003, he received an M.B.A. (concentrations: Accounting and Finance) from the University of Chicago Graduate School of Business, where he graduated with High Honors.

Bar Admissions

Illinois and Washington