Michael B. Gardiner


Phone: 206.582.0031 or 312.348.6001
Email: [email protected]


Mike Gardiner’s practice is focused on mergers and acquisitions, fundraising, and other corporate and business transactions. Mike’s deal experience crosses numerous industries, including registered investment advisors (RIAs), private equity, professional service providers, software-based technology firms, light manufacturing, telehealth and other healthcare businesses, and startups. His transaction work includes legal due diligence, transaction structuring, and preparing and negotiating letters of intent, purchase/sale agreements, secured and unsecured loan agreements, convertible promissory notes, SAFEs, seed and Series A equity financings, and consulting and employment agreements. Mike’s deals have ranged from founder exits, industry rollup transactions, independent sponsor led acquisitions, asset purchases and sales in federal bankruptcy court, and investment rounds and other private placements.

Mike’s corporate work also includes business formations, ownership transfers, holding company structures, LLC operating agreements, shareholder agreements, officer and director matters, and 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.

Mike also has significant commercial and licensing experience covering SaaS agreements, software licenses, software maintenance and support agreements, preparing and responding to RFPs, consulting and other professional services agreements, trademark licenses, and equipment purchase agreements.

His clients have included registered investment advisors, private equity firms, software developers and providers, professional service providers, 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.

Mike’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 a best selling 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