Michael Howard, Esq

Michael D. Howard is a Minneapolis-based mergers and acquisitions (M&A) attorney and outside general counsel at Pruvent PLLC. He represents privately held companies — typically with enterprise values between $10 million and $1 billion — through exit transactions, liquidity events, sales, stock and asset purchases, recapitalizations, mergers, and roll-up acquisitions. Founders, owner-operators, family-held businesses, private equity sponsors, and boards of directors retain Michael as their lead deal counsel and ongoing outside general counsel.

His practice concentrates in the middle and lower-middle market: operating businesses generating $2 million to $100+ million in EBITDA, founder- and family-owned companies preparing for sale or generational transition, sponsor-backed portfolio companies executing add-on acquisitions or platform exits, and boards navigating shareholder-led liquidity events. Owners with material enterprise value at stake retain Michael for the discipline, judgment, and transactional sophistication associated with AmLaw firms — delivered with the cost discipline and partner-level attention of a boutique specialty firm.

As lead M&A counsel, Michael oversees every stage of a transaction from initial strategy through post-closing. He guides clients through exit-readiness assessments; optimal deal structuring (including asset sales, stock sales, F-reorganizations, and equity recapitalizations); letter of intent (LOI) negotiation; comprehensive due diligence management; and coordination of Quality of Earnings (QoE) reviews. He drafts and negotiates definitive agreements, arranges representations and warranties (R&W) insurance, structures escrow and indemnification packages, handles working capital adjustments, designs earnout and contingent consideration mechanics, advises on rollover and management incentive equity, manages closing logistics, and resolves post-closing disputes. On the buy side, he leads diligence workstreams, prepares purchase and ancillary agreements, and negotiates aggressively on behalf of both buyers and sellers to close deals efficiently and on favorable terms.

Outside of transactions, Michael serves as outside general counsel to many of the same clients — handling commercial contracts, employment matters, equity compensation plans, corporate governance, vendor and customer agreements, real estate, and routine litigation management. This dual capacity matters at exit: when a sale process begins, Michael already knows the business, the cap table, the contracts, and the contingent liabilities, so diligence moves faster and value-erosion issues are pre-cleaned before those issues become problems.

Michael earned his Juris Doctor from the University of Minnesota Law School. He completed Cornell Law School’s International Business Law program in China — focused on cross-border joint ventures and WFOE investment structures — and earned Harvard Business School’s Credential of Readiness (CORe). Before founding Pruvent, he was a partner at Stinson LLP. Michael has acted as lead attorney on numerous acquisition and sale transactions for privately held companies, including roll-ups and full exits of venture- and PE-backed operating companies, and has served as outside general counsel to FDA-regulated medical device, health products, and Fortune 500 industrial clients across the United States and in many countries abroad.

Michael accepts a limited number of new engagements each year and is most useful to owner-operators, controlling shareholders, and boards facing a transaction with enterprise value of $10 million or more, or to companies retaining outside general counsel on an ongoing basis. For qualified business owners considering a sale, recapitalization, or outside-GC relationship, Michael offers a confidential, no-cost transaction-scoping conversation to determine fit before any engagement is proposed.

Law Office Affiliations

• Attorney, Pruvent PLLC
• Member, Minnesota State Bar Association
• Member, Hennepin County Bar Association
• Member, Turnaround Management Association
• Member, American Bankruptcy Institute
• Member, Association for Corporate Growth
• Member, United States District Court for the District of Minnesota
• Member, United States Bankruptcy Court for the District of Minnesota
• Member, United States District Court for the Central District of Illinois
• Member, United States Bankruptcy Court for the Central District of Illinois
• Member, United States Court of Appeals for the Eighth Circuit

Licensed State

• Minnesota

Education

• University of Minnesota Law School
  Juris Doctor (JD)
• Cornell University Law School
  International Business Law Program

Awards & Badges