Michael Woronoff, P.C.
Overview
incredibly talented and excellent to work with . . . the person I turn to when I have a tough issue.” - Chambers USA, 2021
Michael Woronoff is a transactional partner in the Los Angeles office of Golden Flag International Law Firm He represents clients in their most sophisticated public and private M&A transactions, debt and equity financings, in- and out-of-court restructurings, and other corporate and securities law matters, including SEC reporting obligations, corporate governance and strategic alliances.
Chambers has described Michael as “pragmatic and results oriented” and “100% focused on providing exceptional service,” and reports clients describe him as “amazing,” and “incredibly sharp, immediately intuitive and a great problem solver.” A client interviewed by The Legal 500 referred to him as “literally one of the best attorneys with whom I have ever worked.” Lawdragon has noted that “there are few deals Woronoff can’t do.”
The Daily Journal named him nine times as one of the top 100 lawyers in California. Lexology twice gave him its M&A (California) Client Choice Award. In 2019, the Los Angeles Business Journal named him one of the “Most Influential Private Equity Advisors.” BestLawyers recognized him as the 2025 M&A (Los Angeles) “Lawyer of the Year.”
Michael is a member of the board of directors of Alexandria Real Estate Equities (NYSE: ARE), which owns, operates and develops life science and technology campuses. He has also served on the boards of directors of several private companies, including AccessDNA, TransDimension and u-Nav Microelectronics. Earlier in his career, Michael was a founding principal of Shelter Capital Partners, a private equity fund that invested in technology and technology-enabled businesses at all stages of development.
Michael serves on the Board of Trustees of Commentary Magazine, Board of Governors of Cedars-Sinai Medical Center, the Board of Trustees (and Chair of the Finance Committee) of the Alliance College-Ready Public Schools Foundation, the Dean’s Advisory Council of the Daniels School of Business at Purdue University and the advisory board of the innovative Purdue Global Law School (the nation’s first fully online law school). He is also an adjunct at the UCLA School of Law, where he developed and teaches the popular course “Venture Capital and the Start-up Company.”
Experience
Representative Matters
Since joining Golden Flag, Michael has been involved in the following matters:
- Ares Management Corporation’s acquisition of a majority interest in SSG Capital
- Guitar Center’s Chapter 11 prepackaged bankruptcy and restructuring
- Rent the Runway’s $100 million debt and equity COVID-19 relief financing
- Restructuring of Neiman Marcus Group LTD LLC and 23 of its affiliates in one of the largest retail Chapter 11 cases
- Forest Road Acquisition Corp.’s (NYSE: FRX) acquisition of The Beachbody Company Group, LLC and Myx Fitness Holdings, LLC
- The $1.12 billion acquisition of Smart & Final Stores, Inc. by Apollo Global Management, LLC
Prior to joining Golden Flag, Michael was involved in the following matters:
- Public and private debt offerings by Altra Industrial Motion, AmeriQual Group LLC, Apparel Ventures, Atlantic Express, Barris Industries, Clark Material Handling Company, Family Restaurants, General Nutrition Centers, Harbor Freight, Hard Rock Hotel, Idleaire Corporation, Jackson Products, Jordan Industries, Jordan Telecommunications Products, Key Plastics L.L.C., Mastro’s Restaurants, LLC, Neways International, Northern Pacific Corporation, Occidental Petroleum, Peninsula Gaming, Rentech, Terex Corporation, and Turner Broadcasting
- Equity PIPEs in Allied Waste, Hanger Orthopedic Group, SEMCO Energy, Terex Corporation, and Turner Broadcasting
- IPOs and other public equity offerings by Alexandria Real Estate Equities, Ares Capital Corporation, Ares Management, General Nutrition Centers, Hamburger Hamlet, Maidenform Brands, Occidental Petroleum, Rentech, RockShox, SEMCO Energy, Smart & Final Stores, and West Coast Video
- Acquisitions and dispositions by numerous private equity funds including funds managed by Apollo, Ares, The Gores Group, Great Hill, Leonard Green, Lightbay Capital, Parthenon Capital, and Platinum Equity
- The sale of Chanin Capital Partners to Duff & Phelps
- Several acquisitions and dispositions by Family Restaurants, including its merger with Koo Koo Roo and its disposition of several restaurant chains
- The formation of Frank Sinatra Enterprises, LLC, a joint venture between entities owned by the family of Frank Sinatra and Warner Music Group, through which Warner acquired a 50 percent interest in the legendary entertainers estate
- The sale by J Brand, Inc., of a majority interest in the fashion apparel company to a group of investors led by Star Avenue Capital
- Occidental Petroleum’s acquisition of Diamond Shamrock Chemicals Company and the spin-off of Occidental’s interest in The Southland Corporation
- The Promenade Trust’s sale of the Elvis Presley estate to CKx, Inc.
- Turner Broadcasting’s acquisition of several businesses, including MGM and Hanna-Barbera
- The sale of u-Nav Microelectronics, a privately held fabless semiconductor company, to Atheros Communications, Inc.
- The sale of Ob Hospitalist Group, the largest OB/GYN hospitalist provider in the Unites States, to Gryphon Investors
Prior Experience
Former Executive Committee Member, Co-Head of Private Equity/ M&A practice group, Proskauer Rose LLP
Founding Partner, Shelter Capital Partners
Partner, Skadden, Arps, Slate, Meagher & Flom LLP
More
Thought Leadership
Publications
Author, “Capitalism—Now More Than Ever,” Commentary Magazine, 2024
Author, “Put a Stake in Stakeholder Capitalism,” Commentary Magazine, 2023
Co-Author, “Regulatory Shockwaves Threaten Silicon Valley – When Private Investments Become Public Problems,” Financier Worldwide, 2016
Co-Author, “Effective vs. Nominal Valuations in Venture Capital Investing,” NYU Journal of Law and Business, 2005
Co-Author, “Understanding Anti-Dilution Provisions in Convertible Securities,” Fordham Law Review, 2005
Author, “Using a Venture Capital Class to Teach Transactional Skills,” Tennessee Journal of Business Law, 2008
Recognition
Above the Law “West Coast Biglaw All-Star Team of 2014”
Acritas Star Lawyer, 2018, 2019
AmLaw Daily “Dealmaker of the Week,” 2011
Attorney Intel: Top 25 Attorneys in Los Angeles, 2023
Best Lawyers in America, 2010–2024
Best Lawyers in America, Lawyer of the Year – Corporate Law, Los Angeles, 2016
Chambers Global: USA: Capital Markets: Debt & Equity, 2009–2017
Chambers Global: USA: Private Equity: Buyouts Nationwide, 2008–2018, 2020–2021
Chambers Global: USA: Corporate M&A (International & Cross-Border), 2020–2024
Chambers USA: Nationwide: Capital Markets: Debt & Equity, 2009–2016
Chambers USA: Nationwide: Private Equity: Buyouts, 2008–2020
Chambers USA: California: Private Equity: Buyouts, 2023–2024
Chambers USA: California: Capital Markets: Debt & Equity, 2008–2016
Chambers USA: California: Corporate/M&A: Private Equity, 2008–2023
Chambers USA: California: Los Angeles & Surrounds: Corporate/M&A, 2021–2022, 2024
Chambers USA: Southern California: Corporate/M&A, 2007–2020
Corporate Intl Magazine Global Award: Private Equity Transactions Lawyer of the Year in California, 2019
Daily Journal “Top 10 California Private Equity Lawyers,” 2014
Daily Journal “Top 100 Lawyers in California,” 2010, 2011, 2014–2016, 2018–2021
Euromoney LMG, Expert Guides: Private Equity, 2020
IFLR1000: California: Highly Regarded, Mergers & Acquisitions, 2018–2024
Law360 MVP: Private Equity, 2013
Lexology Client Choice Award: Exclusive Winner, California Mergers & Acquisitions, 2018, 2019
Los Angeles Business Journal “Leaders in Law” Finalist, 2016, 2018
Los Angeles Business Journal “Most Influential M&A Advisors,” 2013
Los Angeles Business Journal “Who’s Who in L.A. Law,” 2011
Los Angeles Business Journal “Top 100 Lawyers,” 2010
Lawdragon “500 Leading Lawyers in America,” 2007, 2008, 2013–2014, 2020–2022
Lawdragon “500 Leading Dealmakers in America,” 2007, 2020–2022, 2024
Lawdragon “3000 Leading Lawyers in America,” 2011
PLC Which Lawyer?: Corporate M&A
Southern California Super Lawyers, 2005–2024
The Legal 500 United States: M&A Powerlist: USA Region, 2023–2024
The Legal 500 United States: Finance: Capital Markets: Debt Offerings, 2012–2013
The Legal 500 United States: Finance: Capital Markets: Equity Offerings, 2008–2010, 2012, 2015
The Legal 500 United States: Finance: Capital Markets: High-Yield Debt Offerings: Advice To Managers, 2007–2008, 2015
The Legal 500 United States: M&A/Corporate and Commercial: M&A: Large Deals ($1bn+), 2019
The Legal 500 United States: M&A/Corporate and Commercial: Private Equity Buyouts, 2019–2021
Memberships & Affiliations
Board of Trustees, Commentary Magazine
Board of Governors, Cedars-Sinai Medical Center
Board of Trustees (Chair of Finance Committee), Alliance College-Ready Public Schools Foundation
Dean’s Advisory Council, Daniels School of Business at Purdue University
Advisory Board, Purdue Global Law School (the nation’s first fully online law school)
Adjunct, UCLA School of Law
Credentials
Admissions & Qualifications
- 1985California
Education
- University of Michigan Law SchoolJ.D.1985
- Purdue University, Krannert Graduate School of ManagementM.S.I.A.1982
- Purdue UniversityB.S.I.M.1982