Phil Omorogbe represents technology companies and investors in middle-market mergers and acquisitions and venture capital financings, with a focus on growth-stage transactions in artificial intelligence, technology, and entertainment.  His practice includes:

•     Buy-side and sell-side M&A transactions for middle-market technology companies, including asset and entity acquisitions, cross-border deals, post-closing integration, and novations of existing customer contracts;

•     Joint ventures and strategic partnerships in the technology and entertainment sectors, including talent and brand collaborations;

•     Series Seed through Series E priced rounds and SAFE/bridge financings, with a particular focus on Series B and growth-stage venture capital raises;

•     AI and technology transactions, including data licensing, model development agreements, AI partnership agreements, and IP licensing for BigTech and emerging companies;

•     Corporate restructuring and pre-transaction diligence and clean-up in preparation for a raise or sale, including stock grant remediation, IP assignments, and commercial contract review;

•     Flips from foreign entity structures into Delaware C Corp structures for the purposes of procuring American venture capital, and the related priced round;

•     Equity compensation programs, including stock option plans, RSU programs, and performance-based vesting structures across multiple jurisdictions; and

•     Outside general counsel services for venture-backed technology companies, including board governance, executive separations, and regulatory compliance.

Most of Phil’s company-side clients are venture-backed technology businesses raising capital in the $10M Seed range through the $30M+ Series B range and beyond, and middle-market M&A targets and acquirers.  In terms of verticals, his most active practice areas include enterprise SaaS and AI-native companies, with deal experience spanning food technology, defense technology, gaming and entertainment, advanced materials, cryptocurrency, legal technology, and synthetic biotechnology.  His other clients include venture capital firms deploying capital to startups and strategic acquirers transacting with technology companies.

REPRESENTATIVE MATTERS

•     Lead counsel on a joint venture between a gaming and entertainment company and a celebrity entertainment partner (April 2026).

•    Lead counsel on a $10M Series Seed financing for a deep tech AI company (November 2025).

•     Lead counsel on a Series E financing and corporate restructuring for an AI defense company (July 2025).

•     Lead counsel on a Series Seed financing for an advanced materials company (July 2025).

•     Lead counsel on a $30M Series B financing for an international next-generation food technology company developing alternative edible products (December 2024).

•     Investor-side counsel on financings led by tier-one venture capital firms including Andreessen Horowitz.

•     Investor-side representations across cryptocurrency, legal technology, and synthetic biotechnology investments.

•     Strategic counsel to 40+ technology companies on corporate governance, equity compensation, and growth planning.

PRIOR EXPERIENCE

Prior to joining Mignano Law Group, Phil practiced at Kirkland & Ellis LLP (Private Equity / M&A), where he was a key team member on M&A transactions totaling $7.9 billion across the technology, healthcare, and industrials sectors.  At Kirkland, Phil advised on tech entity and asset acquisitions from LOI through closing, coordinated multi-workstream transactions across corporate, tax, debt, and technical deal teams under tight transaction timelines, and negotiated purchase and merger agreements and ancillary documentation including escrow agreements, IP assignment agreements, employee retention arrangements, and regulatory approval processes.  He also conducted due diligence and drafted diligence memos covering corporate structure, contract portfolios, IP analysis, data privacy compliance, litigation, and cyber insurance policies.

Phil also previously practiced at Cooley LLP (Emerging Companies & Venture Capital) and Proskauer Rose LLP (Corporate Restructuring), where he advised on a $120+ billion municipal restructuring.

BACKGROUND

Phil is a Nigerian-Canadian attorney who was raised in Ireland and Toronto before relocating to the United States to practice law.  His international background informs his cross-border practice, including foreign-entity flips into Delaware C Corp structures for U.S. venture capital fundraising and inbound M&A transactions.

Separate from his law practice, Phil is a principal at ENGR Solutions (engr.solutions / engrsolutions.ca), an AI advisory firm that trains government entities and public sector organizations on AI implementation and policy development.  Phil regularly speaks at Bar Association events on AI regulation and policy, and has developed comprehensive AI training programs for public sector organizations.

EDUCATION

•     J.D., Faculty of Law, University of Toronto, 2018

•     M.B.A., Rotman School of Management, University of Toronto, 2018

•     Hons. B.Sc., Psychology, Neuroscience & Behaviour, McMaster University, 2014

ADMISSIONS

•     California

•     New York

AWARDS & RECOGNITION

•     Super Lawyers Rising Stars, 2025