Michael J. Naporano

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Michael’s practice includes advising clients on corporate matters, with an emphasis on mergers and acquisitions, commercial transactions and general corporate governance. He has also represented creditors, debtors and trustees in the areas of commercial bankruptcies, workouts, and financial reorganizations.

Michael advises privately held companies, private equity funds, institutional investors and family offices on a variety of transactions including stock and asset acquisitions and dispositions, joint ventures, and capital and credit financings. Michael has represented buyers and sellers in stock and asset purchase transactions ranging from US$1 million to US$450. He has handled all aspects of such transactions from drafting and negotiating confidentiality agreements and conducting due diligence reviews to finalizing documentation of definitive agreements.

Michael served as a Law Clerk to the Hon. Rosemary Gambardella, United States Bankruptcy Judge for the District of New Jersey, and he has knowledge of state and federal bankruptcy, dissolution, and receivership statutes. He has litigated disputes in the bankruptcy arena and in various commercial matters throughout the state and federal courts of New York, New Jersey and Delaware. Michael is able to call upon his bankruptcy and litigation background when counseling clients on how to minimize these risks.

Representative Matters
  • Representing minority and majority owners, general partners, managing members and asset managers of commercial real estate investment funds in acquisitions and divestments and change-in-control transactions.
  • Negotiating and documenting capital investments by private equity firms in series A preferred and convertible debt securities issued by portfolio companies.
  • Counseling corporate clients in day-to-day matters including formation and maintenance of legal entities, corporate compliance, and drafting and negotiating licensing and other commercial agreements.
  • Representing business partners in internal management and control disputes and related dissolutions and litigation, and navigating approval requirements of lenders and servicers for change-in-control transactions.
  • Drafting third-party legal opinions in connection with a range of transactions.
  • Advising lenders and borrowers in distressed situations and negotiating forbearance and discounted payoff agreements.
  • Participated in drafting the opinion of the Bankruptcy Court confirming a Chapter 11 reorganization plan that discharged over $6 billion of debt of one of the nation’s largest building materials companies.
Prior Relevant Experience
  • U.S. Bankruptcy Court for the District of New Jersey, The Honorable Rosemary Gambardella, Judicial Clerk, September 2009 - August 2010
Other Experience
United States Coast Guard, Lieutenant Junior Grade, 2002-2005
Honors and Awards
  • Recognized on the New Jersey Super Lawyers "Rising Stars" List, Mergers & Acquisitions, 2016 and 2017
  • Recognized by New York Metro Rising Stars, 2014 - 2016

Honors and Awards

  • "Delaware Chancery Court Finds Porzio's Clients To Be The Prevailing Party In A Complex Real Estate Dispute," Commercial Litigation Brief, October 2015.



Related Media

Bar Admissions

  • New Jersey, 2008
  • New York, 2009
  • United States District Court, Eastern District of New York, 2011
  • United States District Court, Southern District of New York, 2010


Seton Hall University School of Law, Newark, NJ, J.D., cum laude, 2008

  • Senior Editor, Seton Hall Law Review
  • Best Petitioner Brief, Gressman Moot Court Competition, 2007

Bucknell University, Lewisburg, PA, B.A., International Relations, 2001

Contact Address

156 West 56th Street

New York, NY 10019-3800

Phone: 212.265.6888

Fax: 212.957.3983