Michael Baader is the Partner-in-Charge of Venable’s Baltimore Office. Mr. Baader previously served as chair of the corporate transactions group at Venable for seven years. His practice centers on all aspects of corporate planning and business advisory services to corporate clients, with a focus on representation of technology and growth oriented companies. Mr. Baader is well-versed in mergers and acquisitions, joint ventures, private equity and venture capital investments, financing transactions and general corporate planning. He also counsels clients in technology development and licensing, outsourcing, strategic alliance and teaming arrangements, consulting and service agreements, and distributor/dealer relationships.

He has regularly been recognized as one of the region's top business lawyers in the Baltimore Business Journal, Baltimore Smart CEO, Baltimore Magazine, Best Lawyers in America and Chambers USA. He is Martindale-Hubbell AV Peer Rated.

Representative Clients

His clients include:

• Marriott International/Ritz-Carlton (hospitality);
• Allegis Group (staffing);
• Erickson Living (senior living communities) ;
• Maxim Healthcare (home healthcare)
• Celsion Corp. (cancer therapeutics);
• J.J. Haines (flooring distribution);
• Aeroterm (airport and trucking freight terminals);
• JPB Enterprises (private equity);
• Ilex Capital (private equity);
• Message Systems, Inc. (e-mail services);
• Premier Rides (roller coaster design);
• Green Spring Associates (venture capital);
• CyberCore Technologies (cybersecurity and system integration);
• EMG (real estate due diligence services);
• The Baltimore Ravens.

Significant Matters

• Represented Redwood in its $365 million acquisition of Erickson Retirement Communities through a bankruptcy reorganization transaction
• Sale of Pfaltzgraff, Inc.
• Represented Celsion Corp. (NASDAQ) in its $60 million sale of a medical device line of business to Boston Scientific Corp.
• $50 million sale of calibration services company to Danaher
• Preparation and negotiation of complex license, clinical research, product development, distribution and commercialization agreements on behalf of life science clients with TEVA, Boston Scientific, Yakult, Wyeth, Baxter and Philips Electronics
• Represented utility services company in its $22 million sale to Power Line 
• Representation of the buyer in a $250 million purchase of a cable franchise business
• International hotel and resort projects for Marriott International and Ritz-Carlton in Ireland, Brazil, Peru, Grand Cayman, Costa Rica, Turks & Caicos, Anguilla and the Bahamas
• $100 million acquisition of a medical malpractice insurance company
• $117.5 million sale of Pimlico and Laurel Race Tracks to Magna International
• Represented lead investor in $6 million Series E financing round in software company
• Represented software company in structuring, negotiating and documenting $6 million Series A investment round
• Purchase of calibration services division from GE and related financing transaction
• Representation of the U.S.’s largest flooring distributor in negotiating and documenting its master distribution arrangement with a Fortune 500 flooring manufacturer
• The negotiation of $70 million of equity and debt financing for developer of limited services hotels
• Preparation of private placement memorandum and related agreements to form $50 million real estate investment fund
• Acquisition of the largest attorney recruiting business in the US
• $60 million sale of government contractor, including earnout and retention of 30% equity stake
• $100 million sale of land development company to Ryland Homes and NVR Homes
• Acquisition of gourmet frozen food business from bankruptcy trustee and related equity raise and debt financing
• Sale of neurological monitoring business for $40 million, including earnout and retention of 25% equity stake
• $40 million sale of largest Washington, D.C. based Republican lobbying firm
• $25 million debt/equity financial restructuring transaction
• MBO refinancing of consulting company via sale to an ESOP
• Representation of the lead investor in a $7 million Series D investment round
• Oversight of a Dutch Auction to repurchase 10% of the outstanding stock of a privately held company
• Preparation of an international supply agreement between two biotech companies
• Formation and Series A and Series B equity financing rounds for a healthcare services company
• Structured settlement of a $150 million dispute between two major hotel companies
• Representation of private equity firm in $17 million acquisition of company out of bankruptcy
• Structuring of a neuroscience research institute involving West Virginia University and Johns Hopkins University
• The establishment of a global marketing alliance between two companies that design and market roller coasters
• Negotiation of the outsourcing of FILA’s shipping and distribution operations to Ryder
• Negotiation of stock redemption and severance arrangements for CEO of health benefit consulting firm
• Negotiation of a manufacturing and distribution agreement for a biotech company with a Chinese pharmaceutical company
• Representation of the executive management team in connection with a management buyout of a major international seller of duty-free products
• The $25 million acquisition of a machine parts manufacturer from GE Capital

Activities

Mr. Baader is a member of the Board of Directors of the Economic Alliance, the Greater Baltimore Technology Council, the Living Classrooms Foundation and the UMBC Technology Center. Mr. Baader is a graduate of the GBC Leadership Program. He also has served on the Board of Advisors for the Baltimore City School System's Digital Harbor High School Project, the Board of Advisors of the UMBC Entrepreneurship Program, Lt. Governor Townsend’s Technology Task Force, and the MACPA Task Force on Corporate Financial Responsibility. His bar association activities include leadership positions with the Corporate Sections of the American Bar Association and Maryland State Bar Association. His civic participation also has included membership on the Top Brass Committee of The Baltimore Symphony Orchestra and the Board of Directors of the Baltimore Area Council of Boy Scouts.