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Michael J. Mentzel Partner

 
Philadelphia, PA | Direct 215.864.7156Fax 215.789.7656
mentzelm@whiteandwilliams.com
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Mike Mentzel’s practice is concentrated in for profit and nonprofit business law with special emphasis in the Biotech and Pharmaceutical industries. His practice also includes health law, primarily the representation of medical institutions, physicians and medical practices, as well as representing insurance agencies and third party administrators in corporate matters.

With over 30 years of experience in a broad commercial practice, Mike serves as outside general counsel to many of his clients. His clients know that he will listen to their problems and provide creative, timely and cost effective solutions to help them meet their challenges and succeed in today’s competitive environment. 

Mike has extensive experience in the area of general business and nonprofit law representing entities of all sizes, but concentrating on the middle market. Mike puts his experience to work in advising clients from initial formation, through growth, financing, strategic alliances, acquisitions and ultimate sale by structuring, negotiating and successfully closing business transactions. He has represented founders and businesses in the pharmaceutical and biotech industries in their commercial arrangements.

Mike’s representation of healthcare clients includes healthcare institutions, medical practices, providers of healthcare related services, healthcare management companies and individual physicians. He advises clients in structuring and drafting shareholder agreements, physician employment agreements, stock purchase agreements and restrictive covenants. Mike’s representation of individual physicians includes those seeking their first professional position, either joining an existing practice or hospital-based practice, and physicians who are relocating their substantial clinical practices and research programs to a new major medical institution.  

Mike serves as outside general counsel to insurance agencies and third party administrators, advising them on the full range of legal issues and contractual matters that arise in their businesses. In this capacity, Mike has negotiated the purchase and sales of insurance agencies and books of business, and negotiated and drafted producer agreements, sales and account services agreements, administrative service agreements, employment agreements and non-competition agreements.

Prior to joining the firm, Mike was a member of the corporate legal department of Conoco Inc. 

Representative Matters

  • Represented Fortune 100 insurance company in its acquisition of a national insurance agency
  • Advised Delaware holding corporation in share exchange transaction resulting in its redomestication as a German company
  • Advised private equity controlled corporation in financing and recapitalization transaction involving issuance of preferred stock and conversion of debt to multiple series of preferred stock
  • Advised private entity sponsor in the structuring and formation of its investment entity
  • Represented a corporation in the military aerospace business in the sale, structured as a cash out merger to a public company
  • Advised early stage company obtaining Series A round financing from a group of private equity investors, including drafting and negotiation of investor rights agreement and advised and negotiated subsequent additional rounds of bridge financing from private equity investors
  • Represented a European-based pharmaceutical manufacturer, development and distribution company in the sale of worldwide distribution rights to a line of products; representation included drafting and negotiating an asset purchase agreement, a commercialization, development and license agreement and related manufacturing and supply agreements
  • Advised founding physician shareholder in connection with restructuring of diagnostic imaging practice, including recapitalization by private equity investors
  • Represented a financially distressed multinational tier two supplier in the automotive industry in a series of transactions involving an asset sale transaction, a stock sale transaction to another tier two competitor, and an asset sale to a tier one supplier
  • Advised in the structuring and formation of  a Delaware nonprofit corporation organized as a risk purchasing group for a national insurance brokerage
  • Advised and drafted corporate governance documents, including bylaws and standing resolutions, for middle market company following the death of the founder and president
  • Advised real estate investment entity regarding structuring, including multiple levels of ownership, and drafting limited liability company operating agreement
  • Advised nonprofit corporation regarding governance issues and revised corporate governance documents including articles of incorporation and bylaws consistent with succession planning following the retirement of founder
  • Advised client regarding formation and structuring of limited liability company to be owned by the senior and junior loan participants in real estate transferred to the limited liability company by deed in lieu of foreclosure on a mortgage loan
  • Advised life insurance company in sale of a senior note secured by real estate portfolio
  • Represented a foreign manufacturer of pharmaceutical products and medical devices in the domestic license and distribution of its products to a U.S. based pharmaceutical company 
  • Represented founder of specialty pharmaceutical company in connection with bridge loan financing from existing private equity investors 
  • Represented a privately held U.S. based pharmaceutical manufacturing and development company in obtaining private equity financing from U.S. and European based private equity firms
  • Advised a faculty member of major medical institution with significant administrative, teaching and clinical responsibilities in connection with new employment as dean and clinical practitioner at another major institution
  • Advised and negotiated employment agreement and practice support agreement in connection with cross country relocation of a surgeon to an existing private practice 
  • Advised and negotiated separation agreement for physician seeking to leave private practice where physician was subject to practice support agreement requiring substantial repayment
  • Advised physician in negotiation with hospital of disclosure to be made by hospital to National Practitioner Data Bank based on allegation of  physician’s negligence  

Events

Publications

Bar and Court Admissions

Pennsylvania

Connecticut

Education

University of Pennsylvania School of Law, JD, 1980

Drexel University, BS, summa cum laude, 1977 

Memberships

ACG Philadelphia

Pennsylvania Bar Association

Pennsylvania BIO

Philadelphia Bar Association

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