Michael J. Sheppeard
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Biography
Michael J. Sheppeard, Chair of Scarinci Hollenbeck’s Business Law department, has over two decades of experience serving as counsel to clients in a broad range of industries. He represents clients on an international scale in a wide variety of legal matters including corporate and business transactions, brand management, restructuring and business turnarounds, complex litigation, labor and employment, franchising, and technology, among other practice areas.
With recent economic ups and downs, Mr. Sheppeard has devoted a significant portion of his practice to working with clients to restructure and turn around their businesses to avoid closure or filing for bankruptcy. Throughout this process, Mr. Sheppeard works closely with clients to understand their goals and various needs in order to assist the client in stabilizing their business, diagnosing and evaluating the issues afflicting the business, and developing a business plan that places the client on the path to future success.
Prior to joining the firm, Mr. Sheppeard was affiliated with an NYC law firm where he co-chaired its commercial litigation practice group, serving as lead counsel in a wide range of cases involving internationally recognized brands, large private equity funds, and other large companies in cases from inception to appeal. While there, Mr. Sheppeard also represented numerous clients in complex corporate and transactional matters including brand acquisitions, asset and stock purchasing agreements (including § 363 bankruptcy sales), financing and secured transaction agreements, as well as licensing of intellectual property and distribution arrangements domestically and internationally.
Additionally, Mr. Sheppeard assists clients with numerous brand management issues, with a particular focus on clients with lax enforcement policies concerning their intellectual property and distribution channels. Together with the client, Mr. Sheppeard develops oversight mechanisms to monitor and effectively respond to actions by distributors, licensees, and franchisees.
Mr. Sheppeard earned his Bachelor of Science and Bachelor of Arts from the Eastern Kentucky University, magna cum laude, and his Juris Doctor from Benjamin N. Cardozo School of Law.
Representative Matters
1. Corporate Transactions
United States and International Jurisdictions- Southeast Asian Retail Development Company – U.S. Corporate Counsel
Lead American corporate counsel for a Southeast Asian retail development company with over 10,000 employees, focusing on developing major American brands in apparel, accessories, and specialty beauty through joint ventures and complex distribution/licensing arrangements across Australia, Southeast Asia, Japan, and China. - Strategic Acquisitions and Dispositions – Brand Transactions
Represented transaction consultants and parties in strategic acquisitions and dispositions of brands and ongoing businesses exceeding $100 million through non-traditional transaction structures. - Technology Start-Ups – Corporate Structuring for Investment
Advised technology start-ups on restructuring corporate and business frameworks to attract and enable private equity and venture capital investments anticipated to exceed $100 million. - Asian Bank Financing – Due Diligence and Opinion Letter
Directed due diligence and drafted an opinion letter submitted jointly by the client and a top-five Asian bank to secure Chinese governmental approval and bank financing for the purchase of assets in U.S. Bankruptcy Court valued at over $1.5 billion. - Private Equity Fund – Hospitality Industry Investment
Prepared private placement memorandum documentation and compliance materials, including Blue Sky filings, for a private equity fund in the hospitality industry with more than $1 billion in assets under management. - Franchise Development – Start-Ups and New Franchisors
Assisted emerging franchisors in developing and implementing franchise programs, preparing all necessary disclosure and contractual documentation, including Franchise Disclosure Documents (FDDs) and franchise agreements. - Chinese Construction Equipment Company – Export Control Compliance
Advised a Chinese construction equipment manufacturer with 20 global facilities and 11,000 employees, serving 130 countries, on potential U.S. sales transactions subject to U.S. export control laws.
2. Restructuring, Insolvency, & Turnarounds
United States and International- Luxury Salon Brand – Corporate Restructuring and Litigation Defense
Reviewed a collapsed holding company and multiple failed subsidiaries; identified viable assets, defended numerous litigations (settling problematic cases at de minimis amounts), and developed a comprehensive restructuring plan. - Italian Import Food Company – Cross-Border Turnaround
Prevented creditor suits both domestically and internationally to stabilize operations and new business lines, enabling the company to regain market position prior to a Chapter 11 proceeding with a confirmed principal-funded plan of reorganization. (Awarded Global M&A Network’s Turnaround Atlas Award for Consumer Products Restructuring of the Year.) - Activated Carbon Company – Multi-Business Reorganization
Analyzed all business lines, including manufacturing and importation of activated carbon, auto parts, and rare earth minerals; designed a reorganization strategy utilizing IRC § 355 to spin off each line of business into separate companies. - Smart Home / Solar Power Company – Operational Transition
Assisted a Chinese-based solar panel company in reorganizing its U.S. operations and transitioning from a panel supplier to a full-service smart home and solar power company.
3. Commercial Litigation
United States and International Jurisdictions- Hospitality Private Equity Fund – FLSA Collective Action Defense
Defended a private equity fund in a Fair Labor Standards Act collective action involving approximately 330 plaintiffs and over 20 defendants. Developed a litigation strategy that shifted the case from defensive to offensive, resulting in partial summary judgment and full dismissal on the eve of trial. The trial court’s rulings were upheld by the 5th Circuit upon re-argument. Subsequently defended 18 related actions nationwide, all of which were dismissed or settled favorably with reduced or eliminated fee awards. - Japanese Litigation – Right of Publicity and IP Misappropriation
Acted as U.S. counsel to an international designer, her operating companies, and the trust established to hold her IP in a series of three litigations in Japan following significant federal litigation and appeals to the 2nd Circuit. The cases involved misappropriation of the designer’s right of publicity and unauthorized use of intellectual property by a Japanese trading company with limited rights. - Secured Lien Enforcement and Fraudulent Conveyance
Represented a secured creditor in enforcing its security interest and obtained a favorable settlement after uncovering through discovery that (i) the debtor and manufacturer defrauded U.S. immigration officials, (ii) the debtor falsified documents to obtain financing, and (iii) assets and inventory worth millions were fraudulently conveyed to a shadow entity to evade collection actions. - Trade Secret and Confidentiality Agreement Litigation
Obtained a preliminary injunction on behalf of a U.S.-based lighting manufacturer against its Chinese factory, preventing the use of misappropriated trade secrets and confidential information to establish a competing business and prohibiting solicitation of the client’s employees and customers. The injunction led to the factory ceasing U.S. operations.
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