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Corporate and Securities

Securities and Corporate Governance

Education

University of Utah, J.D.
Honors: William H. Leary Scholar

Moot Court Competition
Hope College, B.A.
Honors: Dean’s List; Washington Honors Semester
Phi Sigma Alpha

Admitted

Michigan

T 269.337.7702

F 269.337.7703

vCard

Kalamazoo
Columbia Plaza
350 E. Michigan Avenue
Suite 300
Kalamazoo, Michigan 49007

Phillip D. Torrence

Office Managing Partner and Community Banking Practice Group Chair

Partner

Areas of focus include private and public securities offerings, public company representation, mergers and acquisitions, venture capital financings, various regulatory and compliance matters, and other corporate matters, with a particular emphasis on, life science and medical device companies and banks and bank holding companies.
Represents issuers and investors in life science and medical device companies in connection with transactions involving intellectual property or product rights, such as collaboration, development, manufacture supply and distribution agreements, technology acquisitions, university licenses and the formation of joint ventures and other types of strategic alliances.
Representative Financing Transactions
- Represented bank holding company in its registered direct public offering of common stock and warrants
- Represented diagnostic device company in the sale and issuance of $10 million of Series A Preferred Stock
- Represented stent company in the sale and issuance of $10 million of Series A Preferred Stock
- Represented Boston-based public biotech company in its $18.7 million PIPE financing
- Represented bank holding company in its $38,050,000 trust preferred securities offering
- Represented bank holding company in its $150,000,000 shelf registration on a Form S-3
- Represented stent development company in the sale and issuance of up to $8 million of Series A Preferred Stock
- Represented stent development company in the sale and issuance of $6 million of common stock
- Represented venture capital fund it its lead investment of a $4 million purchase of Series B Preferred Stock from a medical products company
- Represented venture capital funds in their lead investment of a $4 million purchase of Series C Preferred Stock from a medical products company
- Represented venture capital fund in its lead investment of a $6 million purchase of Series A Preferred Stock from a drug development company
- Represented Florida bank holding company in its rights offering of common stock
- Represented venture capital fund in its $2.25 million purchase of Series A Preferred Stock from a drug development company
- Represented DNAi company in its $8 million sale of convertible notes and warrants
- Represented DNAi company in its $3.3 million sale of a convertible promissory note to the Michigan Strategic Fund
- Assisted investor group with the formation and offering of up to $100 million of limited partnership interests of venture capital fund
- Represented organizers in the formation of a bank holding company and private placement of $15 million of its common stock
- Represented organizers in the formation of national bank and private placement of $18 million of its holding company’s common stock
- Represented dental device company in its $3.5 million seed round financing
- Represented life science company in its $2 million offering of subordinated convertible promissory notes and warrants
- Represented bank holding company in its $10 million PIPE offering
- Represented DNAi company in its $3.5 million sale and issuance of Series A preferred stock
- Represented bank holding company in its $10 million trust preferred securities offering
Representative Merger & Acquisition Transactions:
- Represented bank holding company in its $31 million sale of a California subsidiary bank
- Represented bank holding company in its $10.5 million sale of an Arizona subsidiary bank
- Represented bank holding company in its $4.3 million sale of a California chartered subsidiary bank
- Represented bank holding company in a $13.3 million share exchange involving a North Carolina chartered subsidiary bank
- Represented bank holding company in a $10.3 million share exchange involving a Colorado chartered subsidiary bank
- Represented bank holding company in a $4.4 million stock redemption involving an OTS chartered bank located in Missouri
- Represented bank holding company in a $8.25 million merger involving a Nevada chartered subsidiary bank
- Represented bank holding company in its $4 million sale of a Nebraska subsidiary bank
- Represented bank holding company in a $4 million stock redemption involving an OTS chartered bank located in Texas
- Represented bank holding company in a $6.5 million stock redemption involving an OTS chartered bank located in Ohio
- Represented bank holding company in a $5.1 million stock redemption involving an Illinois charted bank
- Represented wealth management company in a $2 million asset purchase from a California commercial insurance agency
- Represented wealth management company in a $2 million asset purchase from a South Carolina financial advisory company
- Represented bank holding company in its $10.5 million sale of its Arizona state chartered bank
- Represented Chinese buyer in its $100 million acquisition of Delphi's global brake and suspension business
- Represented public biotech company in its acquisition of a molecular diagnostic company
- Represented public biotech company in its acquisition of a CLIA Laboratory company
- Represented selling shareholders in their $52 million sale of a neuro monitoring company to a private equity firm
- Represented bank holding company in its $52 million sale of its four subsidiary banks
- Represented bank holding company in its joint venture involving the acquisition of a controlling interest in a Federal savings bank
- Represented public biotech company in the controlled auction of its CRO subsidiary
- Represented issuer in connection with exchange offer involving an acquisition of a majority interest of a California state bank utilizing equity securities registered on a Form S-4 as the acquisition consideration
- Represented bank holding company in its $10.7 million acquisition of a state bank using cash and stock as the acquisition consideration
- Represented aftermarket auto parts supplier in its $48 million acquisition of regional competitor
- Represented bank holding company in connection with its stock acquisition of a Missouri state bank
- Represented bank holding company in the negotiation and documentation of a stock acquisition of a Kansas State bank
- Represented issuer in connection with exchange offer involving an acquisition of a majority interest of a California state bank utilizing equity securities registered on a Form S-4 as the acquisition consideration
- Represented venture-backed medical device company in its $30.5 million sale via cash merger to an international competitor
- Represented bank holding company in connection with the acquisition of a majority interest of a Georgia state bank
- Represented bank holding company in negotiation of $20 million merger transaction with a regional bank holding company
- Represented bank holding company in its $55 million sale to another bank holding company
Representative Licensing Transactions:
- Represented stent development company in its out licensing arrangement with a Fortune 50 company
- Represented cardiac monitoring device company in connection with a cross-license with a Fortune 50 medical device company
- Represented stent development company in connection with a distribution agreement with a Fortune 50 stent manufacturer and distributor
- Represented DNAi Company in connection with an exclusive license from a German Biotech Company
- Represented biotech company in connection with the negotiation and documentation of and exclusive license agreement with top international pharmaceutical company
Corporate Control Representation:
- Represented board of directors in connection with hostile takeover bid
- Represented controlling shareholder of a state bank in connection with a proxy contest and related litigation
- Represented minority shareholders in connection with a proxy contest and related litigation
- Represented minority shareholders in connection with the evaluation of the procedural and substantive fairness of a going private transaction
- Represented minority shareholders in connection with attempted squeeze out by management and controlling shareholder of a closely held private company

Professional Involvement

American Bar Association
- Business Law Section, Member
- Negotiation Acquisitions Committee
- Venture Capital and Private Equity Committee
State Bar of Michigan
Kalamazoo County Bar Association
- Board of Directors, Member, 1999-2001
- Young Lawyer’s Division, Chair, 1999-2001
- Pro Bono Committee

Community Involvement

Kalamazoo Institute of the Arts
- Board of Directors, 2009-Present
- Corporate Committee, 2005-2007
The Kalamazoo Civic Theater, Board of Directors, 2007-present
Zion Lutheran Church, Board of Directors, 2007-present
Kalamazoo County Chamber of Commerce

Honors

Michigan Super Lawyers, 2009 and 2010

Publications

“2009 Private Target Mergers and Acquisitions Deal Points Study,” a project of the Mergers and Acquisitions Market Trends Subcommittee of the Mergers and Acquisitions Committee of the American Bar Association’s Business Law Section, contributing author
“2009 Strategic Buyer/Public Target Mergers and Acquisitions Deal Points Study,” a project of the Mergers and Acquisitions Market Trends Subcommittee of the Mergers and Acquisitions Committee of the American Bar Association’s Business Law Section, contributing author
“2008 Strategic Buyer/Public Target Mergers and Acquisitions Deal Points Study,” a project of the Mergers and Acquisitions Market Trends Subcommittee of the Committee of Negotiated Acquisitions of the American Bar Association’s Section of Business Law, contributing author
“Private Equity: History, Governance and Operations,” Chapter titled “Legal Considerations in Exit Strategies: IPO vs. Sale,” Wiley Finance (May 2008), contributing author
“Going Private Transactions on the Rise,” Midwest In-House (April 2007)
“2007 Private Target Mergers and Acquisitions Deal Points Study,” a project of the Mergers and Acquisitions Market Trends Subcommittee of the Committee of Negotiated Acquisitions of the American Bar Association’s Section of Business Law, contributing author
“2007 Private Equity Buyer/Public Target Mergers and Acquisitions Deal Points Study,” a project of the Mergers and Acquisitions Market Trends Subcommittee of the Committee of Negotiated Acquisitions of the American Bar Association’s Section of Business Law, contributing author
“2007 Strategic Buyer/Public Target Mergers and Acquisitions Deal Points Study,” a project of the Mergers and Acquisitions Market Trends Subcommittee of the Committee of Negotiated Acquisitions of the American Bar Association’s Section of Business Law, contributing author
“First Annual Public Target Mergers and Acquisitions Deal Points Study,” a project of the Mergers and Acquisitions Market Trends Subcommittee of the Committee of Negotiated Acquisitions of the American Bar Association’s Section of Business Law, contributing author
“Life Sciences Mergers & Acquisitions Activity Thrives in the Region,” Business Review Western Michigan (February 23, 2006), legal consultant
“Pace of Regional Mergers & Acquisitions Activity Up Moving into ‘06,” MiBiz West (March 6, 2006), legal consultant

Speeches and Conferences

"May your Partnering Be Long Lived and Prosperous (Why partnering is important to your company's long-term health)," MichBio's 2010 Annual Business Meeting and Showcase, Grand Rapids, MI (April 21, 2010), panelist
“Analyze That: Insights from the 2007 Deal Points Studies on Private Targets, Public Targets, and Public Target LBOs,” State Bar of Michigan/ICLE’s 20th Annual Business Law Institute, Dearborn, Michigan (June 14, 2008), presenter
“West Side Story,” Michigan Lawyers Speak, Ann Arbor Business Review (March 12, 2008), panelist
Merrill Corporation’s “Analyze That! Recent Trends in Mergers and Acquisitions Transactions,” Dearborn, Michigan (February 19, 2008), presenter
“Experts Speak: Structuring Biotech Mergers and Acquisitions Transactions,” MichBio Expo, Lansing, Michigan (October 17, 2007), panelist
Merrill Corporation’s “Electronic Delivery of Annual Meeting Materials – e-Proxy Interactive Financial Data – XBRL,” The Amway Grand Hotel (October 3, 2007), panelist
“Exit Strategies for Venture-Backed Biotech Companies,” Michigan Growth Capital Symposium (May 16, 2007), moderator
“Closing the Deal: How to Successfully Conclude the Mergers and Acquisitions Transaction,” State Bar of Michigan, Business Law Section (November 9, 2006), panelist
“Selling the Venture-Backed Company,” Mergers and Acquisitions Boot Camp, DealLawyers.com (July 17, 2006), presenter
“Making the Right Business Acquisition or Sales: Successful Strategies for Acquiring, Growing, and Selling a Business,” Fetzer Center (February 21, 2006), presenter

Prior Employment Experience

Miller, Canfield, Paddock and Stone, P.L.C., Senior Partner, 2006-2008; Associate, 2001-2005
- Chairman, Venture and Technology Group
- Deputy Leader, Kalamazoo Office
Varnum, Riddering, Schmidt & Howlett, LLP, Associate Attorney, 1999-2001
Utah Attorney General’s Office, Law Clerk, April 1998-January 1999
- Criminal Appeals Division
United States District Court, Judicial Extern to The Honorable Dee Benson, August-December 1998
Utah Supreme Court, Judicial Extern to The Honorable Christine M. Durham, January-May 1998