Michael B. Gray



  • Northwestern Pritzker School of Law (J.D., 1992)
  • University of Illinois at Urbana-Champaign (M.S., 1988)
  • University of Chicago (B.A., 1987), with honors

Related Services

Michael concentrates on a variety of complex transactional and corporate governance matters, including mergers and acquisitions, private equity and venture capital investments, intellectual property agreements and the structuring of corporations and partnerships, including limited partnerships and limited liability companies. He is the leader of the firm’s Private Equity, Venture Capital & Growth Companies practice in addition to its Fund Formation & Investment Management practice. Michael primarily represents private equity sponsors, venture capitalists, hedge funds, private equity and venture-backed companies, investors in private ventures, executive teams and family offices in their investments. He has extensive experience with fund counseling, including representing general partnerships and limited partnerships in fund formation, advising investors in their fund investments and advising funds on their formation and compliance needs (both on-shore and off-shore).

He excels at helping clients evaluate the complex risks associated with their transactions and business operations. Clients appreciate his aptitude for simplifying complicated issues. He is skilled at enabling clients to focus on the long-term financial and business considerations that should drive their decisions.

Michael gained practical business and investment experience as an investor, where he sourced, evaluated and closed venture capital transactions. He developed and built enduring relationships. Michael leverages his direct investment experience to connect people to others within his network to grow their businesses.

Michael is a member of the firm’s Executive Committee. He is listed in Chambers USA: America’s Leading Lawyers for Business for Corporate/M&A: Private Equity. Clients cite his investor experience as a major advantage. “He truly understands a lawyer’s role and where his advice can add value to a transaction” and “has an open mind [and he] likes to try to solve problems instead of indicating why something cannot be done.” In 2016, Michael was the only law firm attorney named to Crain’s Chicago Business’ “Tech 50” list of the most innovative and influential professionals in the Chicago technology industry.

Michael is currently an advisory board member for The Comer Science & Education Foundation and Help for Children’s Committee of Hearts. He is a former member of the Board of Trustees and former Alumni Board President at The Latin School of Chicago and a former trustee of the Renaissance Society at the University of Chicago and the Art Institute of Chicago’s Society for Contemporary Art.

Corporate and Securities:

  • Represented Craft Work Capital Partners, LLC, which is backed by Aterian Investment Partners, in acquisitions for its portfolio company Rogers Mechanical Contractors, Inc.
  • Represented Step2 Discovery, a portfolio company of Aterian Investment Partners, in its sale of its GoConfigure delivery, assembly and installation business to Select Express & Logistics
  • Represented parking solutions provider Arrive in its sale to FlashParking
  • Represented National Medical Billing Services in its strategic partnership with Aquiline Capital Partners
  • Represented Avathon Capital as lead investor in its $75 million Series D convertible note financing for Shorelight Education
  • Represented Avathon Capital as lead investor of approximately $35 million Series D financing in EdCast.  Other investors included National Grid Partners, State Street Global Advisors and REV Venture Partners
  • Represented Sheridan Road Financial, a once-independent investment consulting and advisory firm, in its sale to Hub International Limited, a global insurance brokerage backed by Hellman & Friedman
  • Represented All Campus LLC, a student recruitment service provider, in its sale to Education Growth Partners
  • Represented OCA Ventures and Origin Ventures in their co-led $3.3 million seed financing in Prisidio
  • Represented Nelligan Sports Marketing, Inc. in its sale to Learfield Communications, Inc. (a portfolio of Providence Equity)
  • Represented Model Metrics, Inc. in its sale to Salesforce.com, Inc.
  • Represented lead investor group in sale of First Allied Securities to Lovell Minnick
  • Represented buyer of division of eVestment (a portfolio company of Insight Ventures Partners)
  • Represented buyer in roll-up in the debt collection space
  • Represented lead investor group in sale of Education Networks of America, Inc. to MSouth Equity Partners, LLC
  • Represented lead investor in a $70 million venture financing of a clean tech company and follow on rounds
  • Represented lead investor in a $22 million financing of a consumer Internet company
  • Represented lead investor in a $10 million financing of a medical device company
  • Represented lead investor in a $17 million Series B financing of an Internet technology company
  • Represented lead investor in a $15 million Series C financing of an Internet technology company
  • Represented a major co-investor in a private equity syndicate in a $130 million equity financing and subsequent representation as a selling shareholder in the IPO and secondary offerings
  • Represented co-investor in a $100 million clean tech financing and subsequent rounds
  • Represented lead investor in a financing of a B-to-B software company
  • Represented a marketing Internet company in a $3 million Series A Round
  • Represented multiple software companies and health care companies in a Series A rounds and subsequent rounds
  • Represented e-commerce and retail company in an approximate $4 million financing and restructuring
  • Represented a medical e-commerce company in a $5 million financing
  • Represented consumer marketing health care company in a $11.5 million Series A round
  • Represented multiple start-ups in initial bridge note financings of $500,000 - $3,000,000
  • Represented multiple CEOs and executives in their compensation and employment packages in private equity and venture backed companies
  • Represented Backstop Solutions Group, LLC and Backstop Solutions UK, Limited in their acquisition of PerTrac CMS platform from Strategic Financial Solutions and Whittaker & Garnier, Limited
  • Represented Monroe Securities Holdings, Inc. in its acquisition of Qwickrate of Illinois, LLC
  • Represented a strategic investor in its creation and execution of an accelerator for strategic businesses

Fund/Investment Management:

  • Represented litigation finance investment firm GLS Capital LLC in its $345 million debut fund
  • Represent hedge funds, private equity funds and real estate funds in their formation
  • Represent managers at funds in negotiations of their general partner agreements
  • Represent significant limited partners in their investments and side letters in hedge funds, private equity funds, cross-over funds, pledge funds, real estate funds and venture capital funds
  • Represent limited partners and general partners in the purchase and sale of limited partnership interests in secondary transactions
  • Represent investors and general partners in the negotiation of separately managed accounts
  • Represent limited partners and general partners in the structuring and negotiation of co-investments
  • Chambers USA: America’s Leading Lawyers for Business, recommended in “Corporate/M&A: Private Equity” since 2011
  • The Legal 500 United States, recommended in “M&A/Corporate & Commercial: M&A: Middle-market (sub-$500 million)” since 2015
  • The Best Lawyers in America, recommended in “Private Funds / Hedge Funds Law” since 2018; named “Lawyer of the Year” in 2020
  • Illinois Super Lawyers, recommended in “Business & Corporate” since 2018
  • Crain’s Chicago Business, named among the “Tech 50,” 2016

NGE On Demand

Bar Admissions

  • Illinois