About My General Counsel Group

MGC’s founder, Mike Prozan, has practiced law for over 25 years, as General Counsel to a publicly traded Silicon Valley Company, in the corporate departments of both large and small law firms, at the Division of Corporation Finance at the Securities and Exchange Commission, and as a state and federal prosecutor. Since, 1997, Mike has  been rated “AV Preeminent” the highest rating available by Martindale-Hubble.

His transactional work includes incorporations, founders’ agreements, partnering agreements, strategic alliances, software and other intellectual property licenses, non disclosure agreements, venture financings, bridge financings, mergers and acquisitions, contracts, public offerings, SEC reporting, commercial law, litigation, employment matters, stock option plans, and more.

Sample transactions include:

  • representing a target software company in an acquisition by Sun Microsystems (acquired by Oracle);
  • representing a publicly traded company in a strategic alliance with a pre-public company including the purchase of Series B Preferred Stock and a license of technology;
  • representing a pre-public company in the sale of a $1 million software license to IBM;
  • representing a pre-public company in an $11 million acquisition by a public company;
  • representing a software company in over 30 OEM licenses, one of which had a fee of up to $1.8 million; and
  • representing a software company in a $5 million venture capital investment.
  • representing a venture capital fund in pre lawsuit negotiations with a disgruntled limited partner with over one billion in assets, threatening litigation with an effectively unlimited legal budget.
  • representing spirits company in negotiations for an endorsement agreement with a reality television personality.
  • Represented venture capital fund in connection the merger of one of its portfolio companies with a subsidiary of a multibillion dollar international conglomerate.

His civil litigation work includes both prosecution and defense of a variety of business related matters.

Sample litigation includes:

  • representing company, its officers, directors, and related parties in intellectual property claims brought against them by a founder (involved five separate actions in three jurisdictions).
  • representing a small company in a malicious prosecution action against FedEx.
  • representing the purchaser in litigation against a software developer.
  • representing investors in a securities fraud action against pre public company.
  • representing independent contractor against company.
  • representing creditor in collection action (and recovering 100% plus interest).
  • representing spirits company in defending a suit brought by a reality television personality.
  • representing a venture capital fund in securities fraud litigation against a portfolio company.

Mike has written extensively on corporate and securities law in general circulation newspapers such as the Portland Oregonian, trade journals such as The Recorder and the Daily Journal, and in law journals at Columbia and Hofstra Universities. He has also been quoted as an expert on corporate and securities law matters in the San Francisco Chronicle, the San Jose Mercury News, the Daily Journal, and thestreet.com.

While at the SEC, Mike played a major role in regulating the bond offering by Donald Trump to finance the Taj Mahal casino in Atlantic City which resulted in a securities law case validating the work done by the SEC and Mr. Trump’s attorneys on the offering.

When not practicing law, Mike enjoys bike riding. He completed two AIDS rides, one from San Francisco to Los Angeles and a second from Fairbanks, Alaska to Anchorage, Alaska. He also rode approximately 1,000 miles in 10 days from Bremerton, WA to San Francisco, CA to raise funds and awareness about GIST, a rare form of stomach cancer.

Mike on a Bike

He also served as President of Peninsula Temple Beth El in San Mateo, California, a synagogue with approximately 3500 individual members. Mike is married and has one son who has graduated college.