Michael J. Halloran

Main Practice Areas

Corporate and Partnership Transactional Law, Securities Law, Corporate Governance and Counseling, Corporate and Partnership Finance

Bio

Mike Halloran is the lead corporate and securities Partner in Halloran Farkas + Kittila LLP. He is located primarily in the firm’s Silicon Valley and Jackson Hole, Wyoming offices.  As a nationally-recognized authority on corporate and securities law, he provides extensive insight on a wide array of business and legal issues concerning finance and corporate matters from a career advising top industry leaders and regulators.

Mr. Halloran’s practice focuses primarily on financial services and technology-based companies, whether they be start-ups, developing-stage companies, or established public/large companies. He frequently advises boards of directors and board committees on corporate governance issues and handles public offerings, mergers and acquisitions, venture capital and private financings. He has also acted as an outside general counsel to numerous organizations in the private and public sectors.

From 2006-2008, Mr. Halloran served as Counselor to the Chairman and Deputy Chief of Staff at the SEC. As Counselor to the Chairman, he advised the agency’s leaders on initiatives promoting investor protection and capital formation in addition to acting as the Chairman’s chief legal counsel. When serving as Deputy Chief of Staff, he oversaw the legal function of numerous divisions and offices, including Corporation Finance, Investment Management, Trading and Markets, and Enforcement, and the Office of Chief Accountant.

Mr. Halloran previously practiced at Pillsbury Winthrop Shaw Pittman LLP from 1972-1990, 1997-2005, and 2008-2016. While practicing at Pillsbury, he served as head of the Corporate Securities and Finance practice and various firm committees. He also established the firm’s Washington, DC presence by founding the Washington, D.C. office in 1979.

From 1990-1996, he was Group Executive Vice President and General Counsel for Bank of America Corporation, where he managed more than 450 employees, including 185 attorneys, and was advisor to the bank’s board and senior management. He negotiated, closed and implemented more than 30 acquisitions for Bank of America and 27 bank asset dispositions, including some of the largest and most complex in the industry, tripling the size of Bank of America and helping the bank become one of the largest financial institutions in the world.

In addition to the notable roles mentioned above, Mr. Halloran was also a member of the Joint Committee on Corporations of the California State Bar and the Committee of the California Assembly which undertook the Herculean effort to revise California’s General Corporate Law (Assembly Bill 376.) The revised billed was enacted by the Legislature in September 1975.  He was also significantly involved in the drafting and adoption of Regulation D by the SEC and the Private Securities Litigation Reform Act of 1995 (PSLRA).

Mr. Halloran currently serves as Chair of the Business Law Section of the Wyoming State Bar.

Education

B.S., University of California, Berkeley

LL.B., University of California, Berkeley, Boalt Hall School of Law‍

Admissions

State of California

State of Wyoming

U.S. Supreme Court

Honors & Awards

Included in the 2024 edition of The Best Lawyers in America® for Securities Regulation

Selected as being among the highest-ranked lawyers and recognized as a Thought Leader by Who’s Who Legal, in the category of Corporate Governance; M&A and Governance (2022 & 2023)

California State Bar Business Law Section Lifetime Achievement Award (September 2014)

Super Lawyers, Securities & Corporate Finance, Mergers & Acquisitions and Banking - Washington DC (2013)‍‍

‍Affiliations

Wyoming Bar Association, Business Law Section, Chair

American College on Governance Counsel, Fellow

Corporate Accountability Report (CARE), Advisory Board Member

Arthur and Toni Rembe Rock Center on Corporate Governance at Stanford, Fellow

SEC Historical Society, Board of Advisors Member

Stanford Journal of Law, Business and Finance, Board of Advisors Member

American Bar Association, Co-Chair, Joint Task Force on Governance Issues in Business Combinations (2011-present)

American Bar Association, Co-Chair, Banking Committee Task Force on Regulatory Restructuring (February 2009 through enactment of Dodd-Frank financial reform bill in July 2010)

American Bar Association, Corporate Laws Committee, Member (1996-2006)

California Senate Commission of Corporate Governance, Shareholder Rights and Securities Transactions, Former Member (through 1996)

Boalt Hall School of Law at University of California at Berkeley, Former Board Member and Past President

New York Stock Exchange Legal Advisory Committee, Former Member (through 1996)

External Publications

“Sifting through the Corporate Transparency Act: Key Elements to Understand,” published on April 20, 2024, in the ABA Business Law Today

“Venture Capital & Public Offering Negotiation,” Lead Editor, Aspen Publishers, 2013 (3,000 pages, initially published 1981; updated annually since).

“The Role of Directors in M&A Transactions – A Governance Handbook for Directors, Management and Advisors,” co-authored with Diane Holt Frankle, Lawrence A. Hamermesh, and Patricia O. Vella, American Bar Association, 2019.

“Derivatives: Current Developments Under Dodd-Frank,” co-authored with Conrad G. Bahlke and Kurt Wilhelm, Financial Markets Association, October 27-28, 2010.

“Addressing the New Proxy Access Rules,” co-authored with Kit Addleman and Bruce Newsome, Compliance Reporter, September 27, 2010.

"Trends in Corporate Governance - The Importance of Being Heard in Washington,” Silicon Valley Board Index, November 1, 2008.

“The Succession Challenge,” co-authored with John F. Olson, The Corporate Governance Advisor, May/June 1997.

“Counseling California Corporations,” Chapter 4, California Continuing Education of the Bar (1978, supplemented continuously)

Fiduciary Duties of Financial Institution Directors and Officers in the Post-Dodd-Frank Era, International Journal of Disclosure and Governance, Authors:  Michael J. Halloran, Rodney R. Peck, 9/24/2015

Speaking Engagements

Have You Heard of the Corporate Transparency Act Effective January 1? A Discussion of New Filing Requirements for Your Entity Clients” – Moderator, Wyoming State Bar Business Law Section CLE Program, December 18, 2023

“Federal and Wyoming Securities Registration Exemptions,” held on September 16, 2022 at the Wyoming Annual State Bar Conference, Casper, Wyoming

​“Top Ten Tips For Effective Board Oversight of M&A Transactions. Hiring an Experienced Financial Advisor. Understanding and Managing Advisor’s Conflicts of Interest”  - “In the Know”  American Bar Association  Business Law Section Webinar, October 10, 2019

​“Top Ten Tips For Effective Board Oversight of M&A Transactions. Buyers Issues” – presentation at ABA Business Law Section – Vancouver, March 29, 2019

“Reexamining Dodd-Frank - Legal and Legislative Issues Conference” - Financial Market Association, October 18, 2018.

"The Wells Fargo Governance and Compliance Problems: Director and Officer issues ” - UCLA Law School, Lowell Milken Institute, January 26, 2018.

"The Future of Housing Finance: What Comes After Fannie and Freddie," American Bar Association Annual Meeting in Toronto, co-chair August 2011.

"Corporate Governance 2010 - A Master Class - Regulatory Reforms and Developments" - Practicing Law Institute, February 17, 2010.

"Corporate Reform: What Boards Need to Know to be Successful," Principal Speaker, Annual Boardroom Summit, New York, N.Y., sponsored by NYSE Euronext/Corporate Board Member, 2008, 2009, 2010.

"Financial Stability Under the Dodd-Frank Wall Street Reform and Consumer Protection Act," Update on Title I, Practicing Law Institute Law Audio Webcast, October 28, 2010.

"Weathering the Economic Storm for Corporate Boards" - 2009 Annual Boardroom Summit, October 1, 2009.

"Audit Committee Responsibilities from the SEC Standpoint" - Corporate Board Member Conference, co-sponsored by Grant Thornton, Chicago, IL, December 8, 2008.

"Current Developments in Securities Regulations" - American Bar Association, April 27, 2008.