J. Michael Vaughn

J. Michael Vaughn

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Areas of Practice

Mergers and Acquisitions
Equity and Debt Financings
Securities Regulations and Corporate Governance
Entity Formation
Start-ups and Emerging Growth Companies
Executive Compensation
Equity Incentive Arrangements

Michael Vaughn leads ECG’s M&A and transactional practice.  Martindale-Hubble® AV+ Preeminent rated, he is a highly regarded corporate attorney with deep roots in Southern California’s diverse business community.  Practicing for over 30 years, including service as General Counsel for two large companies engaged in aggressive expansion programs, each with global operations and thousands of employees, Michael advises companies throughout their lifecycle, from entity formations and start-up activities to raising capital and beyond, crafting and documenting important business relationships.  He provides guidance to clients on complicated strategic transactions, as well as practical support with their day-to-day operations. 

Michael has successfully navigated M&A in a broad variety of settings, public and private, domestic and international, both on the buy and sell-side.  He has done so as counsel and as “client,” in the latter capacity managing activities of outside counsel.  He has extensive experience with securities regulation and capital-raising including public offerings, private placements, secured lending arrangements and credit facilities.  He has crafted several custom executive compensation and equity incentive plans, and prepared and negotiated a broad variety of contracts for important business relationships.  Michael embraces cross-functional project teams, providing key support to all business and administrative functions, works in concert with financial, accounting and tax advisors and serves as a trusted advisor to boards of directors and board committees.  His experience spans multiple industries including healthcare, software and information technology, medical device, real estate, food and beverage, insurance, manufacturing and distribution.  

As General Counsel for Applied Medical Corporation, a privately held medical device manufacturer, and Quest Software, Inc., then a publicly traded software company, Michael provided hands-on leadership and support for all aspects of major transactions, including due diligence, document drafting and negotiation, closings, regulatory disclosures and financial reporting.    

Before “going in-house,” Michael practiced with Stradling Yocca Carlson & Rauth, a major Southern-California law firm, focusing on the representation of public companies such as CKE Restaurants, Inc. (Carl’s Jr.) and Fidelity National Financial, Inc.

Under Michael’s leadership, ECG provides a complementary blend of experience.  ECG’s transactional lawyers work closely with their renowned trial lawyer counterparts to devise strategies to avoid costly disputes and, where necessary, deploy winning strategies in court. 

Community Involvement:

City of Rancho Santa Margarita, California: 

  • Mayor, 2018
  • Mayor Pro Tempore, 2017
  • City Council Member, December 2014 to December 2018
  • Planning Commissioner, 2013 to 2014

Founder, Team 2/5 RSM (nonprofit organization supporting RSM’s adopted Marine Battalion)

RSM Chamber of Commerce, Board of Directors

St. John’s Episcopal School, School Committee Member

University of Southern California Gould School of Law in Los Angeles, California 

Juris Doctor, 1987

Hale Moot Court Honors Program

Arizona State University in Tempe, Arizona  

Bachelor of Science, Accounting (with distinction), 1983

University of Freiburg, Germany – German Studies (1981-1982)

  • Represented global IT services provider in several acquisitions of US companies
  • Represented purchaser in acquisition of co-working office environment 
  • Represented purchaser in acquisition of a registered legal documents assistance business
  • Represented CEO of major sports agency in refinancing with strategic investor
  • Represented physical therapist group in reorganization of practice
  • Represented executives in equity incentive arrangements with their employers 
  • Represented medical device manufacturer in industrial real property acquisitions and financings
  • Represented publicly traded software company in connection with several acquisitions of domestic and international companies
  • Represented leading title insurance and real estate services company in significant acquisition of title insurance company and in the related credit facility financing
  • Represented leading quick-service hamburger restaurant business in significant acquisition of major restaurant business and in the related public offering and credit facility financings
  • Represented restaurant company in initial public offering of common stock
  • Represented leading quick-service hamburger restaurant in public offering of equity securities
  • Represented lead underwriter in IPO of title insurance company
  • Represented leading quick-service hamburger restaurant business in acquisitions of restaurant businesses
  • California State Bar (Admitted, 1987)
  • American Bar Association (Business Section, Mergers and Acquisitions Committee)  
  • Orange County Bar Association (Business and Corporate Law Section)
  • Stuart Kane LLP (Of Counsel) and VMDPro, Inc., 2013 – 2018
  • Applied Medical Corporation (General Counsel), 2008-2013
  • Quest Software, Inc. (General Counsel), 2000-2008
  • Stradling Yocca Carlson & Rauth, 1987-1991; 1996-2000
  • McConnell Dunning & Barwick, 1991-1996