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Michael R. Manley

Partner

Michael Manley is a partner headquartered in Venable's New York office and is a member of the firm's Corporate Group. Mr. Manley leverages his prior experience as a President, General Counsel and Chief Compliance Officer to efficiently solve problems and craft practical solutions for his clients. He offers general counsel services to his clients providing day-to-day advice and guidance on all corporate matters, including corporate governance, litigation strategy, M&A, employment, IP, service provider agreements, financing arrangements, and enterprise risk management.

PRACTICE AREAS

Mr. Manley's practice centers on two verticals: (i) technology and IP, technology start-ups, and emerging growth businesses; and (ii) financial services, ranging from broker-dealers and banks to investment funds and companies. He represents clients in technology, licensing, and services transactions involving some of the largest companies in the world. His unique combination of experience and skill allows him to navigate the intersection of financial services and technology, representing both financial services firms developing or acquiring technology platforms and the companies that supply these technologies. The advice he provides is enhanced by his understanding of and work with financial services industry regulators, including the SEC and FINRA.

LEADERSHIP

Mr. Manley, who leads the firm's Fund Formation practice, advises venture, private equity, and hedge funds in the formation, structuring, and management of the fund complex. As co-head of Venable’s Risk and Compliance (RCOM) practice, he advises companies, funds, asset managers, and investors with respect to enterprise risk management, including compliance with the Investment Advisers Act of 1940 (and other securities laws), and represents clients in developing and managing their Enterprise Risk Management and Compliance programs.

REPRESENTATIVE EXPERIENCE

  • Representing a large broker-dealer in technology and licensing transactions, litigation, and SEC, FINRA and other regulatory examinations and investigations.
  • Acting as outside General Counsel for a behavioral research company and specifically negotiating its contracts with major technology and entertainment companies in the video game industry.
  • Acting as outside General Counsel to an IT services company that provides technology services to the hedge fund industry.
  • Launching and representing a private equity fund focused on investing in the entertainment industry.
  • Representing a $2B real estate fund in re-designing its comprehensive compliance program.
  • Representing a large broker-dealer in reviewing and assessing its compliance program.
  • Representing investors making minority equity investments in venture and private equity funds in diverse industries, including entertainment, enterprise software, and “green” technology.
  • Representing celebrities and influencers investing in funds and companies.
  • Represented a DNA diagnostics company in a $23 million stock sale.
  • Represented the surviving entity in a $500 million reverse triangular merger of a global software, database, and services company.
  • Represented the buyer in a $20 million acquisition of a global component distribution company.
  • Representing the seller in a $12 million asset sale of a supply-chain management technology business.
  • Representing the buyer in an acquisition of a start-up, transformational, supply-chain management technology company.

CAREER EXPERIENCE

Prior to joining Venable, Mr. Manley worked for asset manager ICON Capital, managing the daily legal and compliance functions for CĪON Investment Management, LLC, a registered investment adviser, and CĪON Investment Corporation, an externally managed, nontraded, business development company (BDC). In his role as General Counsel, Mr. Manley was responsible for the registration and launch of the CĪON entities and the public offering of the BDC, in addition to establishing relationships with swap counterparties, custodians, consultants, insurers, and other fund providers. As Chief Compliance Officer, Mr. Manley was responsible for developing and implementing comprehensive compliance programs, including establishing corporate charters, corporate governance policies, and various policies and procedures regarding a code of ethics, insider trading, custody, and SEC disclosure. Additionally, Mr. Manley served as General Counsel, Chief Compliance Officer, and Secretary for both CĪON entities.

Mr. Manley previously worked at investment adviser Plainfield Asset Management and as Co-General Counsel and Chief Compliance Officer, managing the day-to-day legal and compliance affairs for Plainfield Direct, a business development company managed by Plainfield Asset Management.

Mr. Manley spent eight years, including five as president, with PartMiner, Inc., a leading provider of procurement and information services to the electronics industry. As a member of the Executive Committee, Mr. Manley was responsible for the daily management of global operations of all business units and subsidiaries, including affiliates in seven countries. His responsibilities also included overseeing the company’s real estate, human resources, technology/IT, and marketing departments. During his tenure, Mr. Manley served as the company’s General Counsel and Secretary, overseeing corporate affairs and numerous transactions. Specifically, he negotiated transactions with five of the top ten electronics contract manufacturers worldwide and some of the largest defense contractors in the world.

Prior to moving in-house, Mr. Manley was a lawyer at a well-respected Wall Street law firm, where he developed the firm's New Media and Internet practice. His practice also included federal and state court commercial civil litigation, securities arbitrations, and tax protests.

Activities

Mr. Manley serves on the Board and currently is President of New Rochelle F.C., the travel division of Youth Soccer of New Rochelle, Inc.  Mr. Manley has been an adjunct professor in the Hagan School of Business at Iona College.