Michael J. Tierney
Michael Tierney concentrates his practice in a wide variety of corporate and real estate matters, including mergers and acquisitions, private equity financings, fund formation, corporate governance issues, zoning, land use, and tax assessment appeals.
He represents companies and individuals in forming new businesses, structuring corporate governance arrangements, performing due diligence review and analysis in connection with proposed acquisitions and investments, and drafting and negotiating business agreements. Among other engagements, he was lead counsel representing the group of local investors who purchased The Philadelphia Inquirer, the Philadelphia Daily News and philly.com from The McClatchy Company for $562 million.
Additionally, Michael represents individuals and entities in obtaining necessary zoning, use, building, and other development-related permits, variances, and approvals from the relevant City or suburban agencies needed to build or modify a building or otherwise operate a business. He also represents property owners appealing their tax assessments before City and suburban assessment boards and, if necessary, on further appeal. Among other successful appeals, Michael recently secured a significant tax savings for a $100 million regional shopping mall.
After law school, Michael clerked for Magistrate Judge Peter B. Scuderi of the United States District Court for the Eastern District of Pennsylvania. He currently chairs Dilworth’s Lateral Hiring Committee.
Practice includes a wide variety of corporate and transactional matters, including negotiating and drafting business agreements, including licensing, vendor, technology, management and related third-party agreements, private equity financings, fund formation, corporate governance, new businesses formation, investor relations, due diligence review and strategic analysis in connection with proposed mergers and acquisitions, joint ventures and related investments.
- Lead counsel to a publically-held telecommunications company in negotiating and drafting all of its client and vendor agreements, including licensing, software, reseller and channel partner agreements.
- Counsel to regional port authority negotiating and drafting license and related third-party agreements with various telecommunications providers.
- Provide strategic counsel to a leading technology company in drafting and negotiating its unified communications, SaaS, cloud-based and related agreements.
- Lead counsel to the Faith in the Future Foundation, an independent entity created to financially support and manage the 17 high schools and four schools of special education in the Archdiocese of Philadelphia. Negotiated and drafted the Foundation’s term sheet and management agreement with the Archdiocese and its employment agreement with its CEO.
- Lead counsel to Philadelphia Media Holdings, LLC in its $560 million acquisition of The Philadelphia Inquirer, the Philadelphia Daily News and philly.com. Managed team of 30 attorneys on all aspects of the acquisition, including business terms, governance, real estate, intellectual property, pension liabilities, litigation, insurance and investor relations.
- Represent the Speaker of the Pennsylvania House of Representatives in a high-profile matter alleging that Pennsylvania’s educational funding formula is unconstitutional.
- Represented the Philadelphia region’s fastest-growing public relations firm in a joint venture with a $1 billion private equity fund, providing strategic legal guidance on the governance structure of the JV and negotiating and drafting related legal documents, including asset purchase agreement and CEO employment agreement. Subsequently represented the firm in its buy-out of the PE fund’s interest.
- Represented the managing partners in their formation of a $50 million, agriculture-focused, private equity fund. Advised on the terms of, and drafted, all necessary legal documents, including limited partnership agreement, LLC operating agreements, management agreement, subscription agreements and non-disclosure agreements.
- Represent various private equity funds in their investments in portfolio companies, including negotiating and drafting purchase agreements, investor rights agreements and stockholders agreements.
- Lead counsel to a leading hospitality business in all of its legal affairs, including acquisitions, divestitures, litigation, real estate, investor relations, and related transactions. Represented client in first “force-out merger” approved under New York LLC law. Stulman v. John Dory LLC, 2010 N.Y. Slip Op. 33911.
- Represented the Chief of Staff to the Governor of Puerto Rico in a high-profile First Amendment matter of first impression. El Dia, Inc. v. Rossello, 165 F.3d 106 (1st Cir. 1999).
Practice includes: (i) representing real estate developers in commercial real estate transactions and counseling clients in leasing, acquisition, construction and financing matters; (ii) representing businesses in obtaining necessary zoning, use, building and other development-related permits, variances and approvals from the relevant municipal agencies needed to build or modify a building or otherwise operate a business; and (iii) appealing tax assessments before assessment boards and appellate courts.
- Represent developers in acquiring, rehabilitating, developing and leasing commercial, retail and residential properties.
- Represent tenants in negotiating and drafting leases.
- Represented a public REIT, one of the country’s largest shopping center and mall owners, in a tax appeal, securing an annual tax savings of $300,000 for a $130 million mall in Chester County, PA. Read more: HERE
- Represent one of the country’s largest utilities in all of its tax appeals, including the successful appeal of its $120 million corporate headquarters office tower.
- Represented a public REIT in securing a $10 million governmental grant for a $500 million redevelopment project.
- Represent one of the largest universities in Philadelphia on zoning matters.
- Represented a public REIT in securing a significant state redevelopment grant for $500 million construction project.
Professional & Community Activities
- Pro-Bono Attorney, Volunteers for the Indigent Program (Attorney of the Month, September 2013, for real estate counseling)
- Vice-Chair, Government Outreach Committee, World Meeting of Families 2015
- Member, Archdiocese of Philadelphia Real Estate Committee
- Member, Easttown Township Zoning Hearing Board
- Former Member, Tredyffrin Township Planning Commission
- Board Member, The Philadelphia Charity Ball
- Member, The Episcopal Academy Annual Fund Committee
Speeches & Presentations
- Moderated the May 2020 BISNOW Webinar, "Pennsylvania Construction Update: Construction Has Been Deemed Essential, What Impact Does it Have on Your Business?" with over 300 attendees.
- Presenter, "My Client Just Received a Zoning Violation, Now What?" Pennsylvania Bar Institute 18th Annual Real Estate Institute, December 5, 2014.
- Guest lecturer at Denison University's Organizational Studies Program, May 21, 2012.
- Speaker, "What you need to know about Philadelphia's new Zoning Code," Dilworth Paxson, Philadelphia, May 3, 2012.
- Spoke at NASDAQ’s closing bell on May 20, 2011 about the importance of philanthropy, commemorating the 130th anniversary of The Philadelphia Charity Ball.
- Presented “Legal Liability Related to Social Media/Networking Web Sites – What Schools Should Know,” on November 30, 2009 to SEPCHE (Southeastern Pennsylvania Consortium for Higher Education), a consortium of eight independent higher-education institutions in the Greater Philadelphia region.
- Panelist at the Widener University School of Law’s fourth annual Dean’s Leadership Forum, hosted by Dean Linda L. Ammons on September 21, 2009.
- Philadelphia VIP, Inc. (Volunteers for the Indigent Program), Volunteer of the Month, September 2013
- J.D., Widener University School of Law, 1993
- Articles Editor, Delaware Journal of Corporate Law
- B.A., Chemistry, Denison University, 1989
- Delaware Law School,
Law Review Editor
- Pennsylvania, 1993
- New Jersey, 1993