Crain Caton & James

Overview

A seasoned attorney whose dynamic career has spanned more than 35 years of executive experience managing the legal affairs of both private and public companies. Mike has provided legal counsel and advisory services to corporate, middle market and privately owned businesses with a focus on acquisitions, commercial transactions, and outsourced general counsel services.

Clients request Mike’s advice on all types of corporate transactions. He has extensive capabilities with mergers & acquisitions, business divestitures, corporate & private offerings, private equity & joint ventures, commercial contracts, banking & commercial finance, organizational & governance matters, real property transactions, regulatory affairs, risk management & insurance, human resource & benefits, and dispute resolution.

Mike has experience as in-house counsel and in private practice. As general counsel for three public companies, he managed all legal affairs and was responsible for M&A due diligence, documentation and execution, governance, human resources, employee benefits, risk management and liability insurance, corporate communications, and internal audit.    He has been lead counsel on a broad range of acquisitions and taking companies private.  Mike has been actively involved in senior credit financing and refinancing and real estate transactions.

In summary, Mike’s experience has allowed him to see the big picture as well as dotting the I’s and crossing the T’s on the details of the deal.

Experience

Clients request Mike’s legal advice for all types of corporate transactions. He assists clients throughout the entire business cycle of their company or transaction.

• Served as buyer M&A counsel on 12 asset purchase transactions and one equity purchase transaction
• Served as seller M&A counsel on two equity sale transactions to private equity sponsors
• Continue to serve as outside general counsel to one of the sold companies and have been retained as M&A counsel for another portfolio company of the private equity sponsor
• Served as interim general counsel (for 8 months in 2022) for waste portfolio company of Macquarie Infrastructure Partners
• Served as corporate counsel for greenfield landfill development in Missouri
• Served as commercial contract counsel for two energy field service and procurement companies
• Facilitated and coordinated the integration of WCA Waste’s corporate governance and legal affairs into GFL Environmental Inc.
• As sole in-house counsel, handled, managed and/or coordinated all legal affairs, which encompassed operations in 11 states, over 1,800 employees and forty-three subsidiary companies
• Senior management responsibility for M&A due diligence, documentation and execution, human resources, employee benefits, risk management and liability insurance, corporate communications, and internal audit
• Primary responsibility for corporate/private equity governance, corporate policies and procedures, regulatory affairs, and subsidiary corporate maintenance
• Prior to being taken private, handled all SEC filings, reporting compliance and regulatory matters for a public company
• Served as lead company counsel on 2020 GFL acquisition of WCA Waste and the 2012 take private transaction by Macquarie Infrastructure Partners, including $550 million refinancing of equity and debt
• Handled all legal and transactional components for 55 WCA Waste acquisitions and nine divestitures (all but 5 completed fully in-house)
• Actively involved in legal and compliance aspects of senior credit financings and facilities (4 originations and 7 refinancings)
• Documented and participated in negotiation of all commercial contracts affecting WCA Waste’s business operations (approximately 200 annually)
• Actively involved in executive compensation programs, environmental permitting, regulatory compliance, real estate holdings and transactions, strategic joint ventures, human resources and benefits, risk management and commercial insurance, and litigation management
• Led and completed fifteen bank acquisitions
• Founded and served as CEO of a de novo community bank

Affiliations

• State Bar of Texas Corporate Counsel Section