Michael A. de Gennaro

Senior Counsel

Michael A. de Gennaro

Senior Counsel


Direct: 716-248-3220
Fax: 716-248-3320

At a Glance

Michael de Gennaro is a Senior Counsel in the Business and Finance Department. His practice focuses on the representation of domestic and international companies in all stages of development, private equity firms, and entrepreneurs. Michael's primary areas of practice are mergers and acquisitions, finance transactions and general corporate matters across a broad range of industries, including transportation, education, manufacturing, aerospace/defense, pharmaceuticals and financial services. He represents clients in all phases of their business life cycle from start-up to sale of the company. In addition, Michael was formerly the General Counsel at Keolis North America, the U.S. subsidiary of the French national railroad (SNCF), where he was responsible for a number of high-profile transportation procurements in North America, including Keolis's successful bid to operate and maintain the Massachusetts Bay Transit Authority's commuter rail lines in Boston.


  • Vanderbilt University Law School, J.D.
  • City College of the City University of New York, B.A., Summa Cum Laude, Phi Beta Kappa

Bar Admissions

  • State of New York
  • State of Texas
  • District of Columbia

Key Representative Matters

  • Representation of a provider of multisystemic therapy services in a $73 million recapitalization transaction structured as a redemption, contribution and exchange, and sale of membership interests
  • Representation of NOCO in its acquisition of a wholesale and retail electrical supplies company
  • Representation of NOCO in its acquisition of a composting business located in Western New York
  • Representation of an SBA set-aside participant in its acquisition of an asbestos removal company in the Midwestern U.S.
  • Representation of a REIT-owned material handling and processing equipment company in its $7 million acquisition of a manufacturer and distributor of dust collector and cage technology
  • U.S. counsel to a Canadian manufacturer of custom automotive accessories in its $5 million sale to a U.S. private equity buyer
  • Representation of a distributor of vision processing products in the $15 million sale of its business to a publicly-traded Italian company
  • Representation of a manufacturer of cellulose insulation with respect to its participation in the START-UP NY Program in partnership with the University at Buffalo
  • Representation of a government contractor in the defense industry with respect to the $10 million sale of its business
  • Representation of Chinese purchaser in its auction bid to purchase a U.S.-based semiconductor foundry
  • Representation of services company in the $500 million sale of its business
  • Representation of a defense consulting firm in the leveraged acquisition of a competitor
  • Lead counsel to software development and consulting firm in its acquisition of stock, equity re-structuring and related employment and employee incentive matters
  • Representation of investor groups in the formation of private equity funds and execution of acquisitions and divestitures
  • Representation of lenders and borrowers with respect to asset-based loans
  • Lender's counsel with respect to loan work-outs with various borrowers
  • Representation of publicly-traded and closely-held companies with respect to strategic transactions and corporate governance/compliance matters
  • Issuer's Counsel with respect to Initial Public Offerings and secondary offerings and filing of Registration Statements on Forms S-1 and S-3
  • Issuer's Counsel with respect to issuances of Convertible Senior Notes and filing of Registration Statements on Form S-3
  • Underwriter's Counsel with respect to Initial Public Offering of leading LNG/CNG fleet fuel provider and filing of a Registration Statement on Form S-1
  • Company's Counsel with respect to bond financing of infrastructure projects
  • Underwriter's Counsel with respect to special revenue bonds issuance
  • Representation of publicly-traded issuers regarding compliance with the Securities Act of 1933 and the Securities Exchange Act of 1934, including drafting of Registration Statements on Forms S-1, S-3, S-4 and S-8 and amendments thereto, D/O Questionnaires, Proxy Statements, Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, Prospectuses and Prospectus Supplements and Confidential Treatment Requests

Professional Affiliations

  • Adjunct Faculty Member at the University at Buffalo School of Law
Practice Areas: Mergers, Acquisitions, Divestitures • Public Companies / Securities • Emerging Companies • Cross Border Transactions • Private Equity & Venture Capital • Commercial and Asset Based Lending • Corporate Governance