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Education

  • J.D., Fordham University School of Law
  • B.A., Columbia University

Bar Admissions

  • New Jersey
  • New York

Court Admissions

  • U.S. District Court, District of New Jersey

Memberships & Affiliations

New Jersey State Bar Association
New York State Bar Association

Michele F. Vaillant

  • |
Partner
  • T: 973.639.2011
    F: 973.624.7070
    • Four Gateway Center
      100 Mulberry St.
      Newark, NJ 07102

Ms. Vaillant is a partner in the Corporate, Securities and Business Transactions Practice Group. Her practice focuses on commercial and capital transactions, mergers and acquisitions, strategic alliances and general corporate matters. Ms. Vaillant has counseled all nature of business entities throughout their various stages of development and has negotiated and directed the documentation of a myriad of business and corporate finance transactions. Ms. Vaillant’s M&A practice has involved her in negotiated acquisitions and divestitures of both private and public companies. In other transactional areas, she has been involved in complex corporate collaborations and product and technology licensing, development, manufacturing and distribution arrangements as well as other strategic alliances, in some cases accompanied by equity investments. She has also represented both special purpose acquisition companies and the targets of their business combinations in various SPAC transactions. Her corporate finance experience has included capital raising activities such as private placements, public offerings and PIPE transactions.

Ms. Vaillant has worked extensively with public companies and their senior management in connection with securities matters and compliance issues such as compliance with ongoing periodic and current reporting obligations under the federal securities laws and with the requirements of the various exchanges. She has advised clients with respect to proxy solicitations and conduct of stockholders’ meetings, formation of board committees and the preparation of their charters, establishing corporate codes of ethics and various other required company policies and procedures.

Ms. Vaillant also counsels corporate boards, board committees and executive management on a full range of corporate governance matters including compliance issues arising under the Sarbanes-Oxley Act of 2002, director fiduciary duties and board responsibilities, both generally and in connection with extraordinary corporate transactions, board composition, structure and processes, executive compensation issues and shareholder initiatives. 

Ms. Vaillant’s clients span various market sectors, including life sciences, biotechnology, information technology, construction, retail, healthcare services, financial institutions, risk assessment and management consulting. In addition to her areas of focus, Ms. Vaillant provides general corporate representation to her clients and, working with a multi-disciplinary team of McCarter & English attorneys, she assists clients with labor and employment practices such as compensation matters and employee benefits, protecting and securing intellectual property rights, tax matters and managing risk.

Representative Matters

We represented BNY Mellon-Alcentra Mezzanine Partners, a private equity and mezzanine fund that provides debt and equity capital to support management buyouts, recapitalizations, acquisition financing and growth capital, in connection with its purchase of senior subordinated notes and warrants and its PIPE investment in Global Telecom & Technology, Inc., a US based company that provides wide area networks, Internet access, and managed data services.
The sale, through an auction process, of a leading manufacturer of home leisure equipment to a private equity group for a purchase price in excess of $2 billion.
The successive acquisitions by Hayward Industries, Inc. of Les Thermopompes Summit, Inc., CAT Controllers, Inc., Clevaquip Pty. Ltd., Grupo Kripsol and Sugar Valley S.L., and of the disc cleaner division of Pontoon S.A.S., all pool equipment providers based in, respectively, Quebec, Maryland, Australia, Spain and France.
The sale of Emiliani Enterprises, Inc., the largest independent U.S. beauty products distributor, to the L’Oréal Group, following its divestiture of various divisions.
The underwritten public offering of approximately $20.6 million in shares of common stock of Stewardship Financial Corporation and the private placement of $16.6 million of fixed rate subordinated notes for the company.

News

07/01/11
Michele F. Vaillant interviewed in The Metropolitan Corporate Counsel, "Proxy Season Results And Lessons For Executive Compensation"