Morgan M. Smith, Esq.
Morgan M. Smith is an Austin-based business attorney and Of Counsel to Quadros, Migl & Kilmer. He advises founders, emerging companies, investors, and established businesses on corporate and commercial transactions, venture financings, technology agreements, mergers and acquisitions, and business disputes.
Morgan’s practice combines transactional counsel with litigation experience, allowing him to help clients structure important business relationships while anticipating the issues that can arise when those relationships become contested. He works closely with clients throughout the business lifecycle, from formation and fundraising through growth, strategic transactions, ownership disputes, and exits.
About
Morgan M. Smith is an Austin-based business attorney who advises founders, emerging companies, investors, and established businesses on corporate matters, commercial transactions, financings, strategic relationships, and business disputes. As owner of his own firm and Of Counsel at Quadros, Migl & Kilmer, Morgan brings a practical and entrepreneurial perspective to helping clients structure opportunities, manage risk, and resolve the legal issues that arise throughout the life of a business.
Morgan’s corporate and commercial practice includes entity formation and restructuring, founder arrangements, equity ownership and capitalization, corporate governance, private securities offerings, venture capital and private equity transactions, mergers and acquisitions, and general outside counsel matters. He regularly assists startups and emerging companies with early-stage formation, friends-and-family and institutional financings, SAFEs and convertible instruments, investor negotiations, commercial contracting, and preparation for strategic transactions.
Morgan also maintains a substantial technology-transactions practice. He advises software companies, technology providers, professional-services firms, and their customers in connection with software-as-a-service agreements, licensing arrangements, master services agreements, statements of work, data rights, artificial intelligence, intellectual property ownership, confidentiality, cybersecurity obligations, and other complex commercial relationships. His experience allows him to translate technical and operational concerns into workable contractual protections while remaining attentive to the commercial objectives underlying the transaction.
In addition to his transactional work, Morgan represents businesses, owners, investors, and executives in commercial disputes. His matters include ownership and governance conflicts, shareholder and member disputes, breach-of-contract claims, fiduciary-duty matters, access to company books and records, business separations, and disputes arising from failed technology implementations and other commercial relationships. His combined transactional and litigation experience enables him to identify potential disputes during the drafting process and to understand how contractual language is likely to operate when a business relationship becomes contested.
Morgan earned his Juris Doctor from the University of Pittsburgh School of Law, where he served on the Journal of Law & Commerce and received the highest grades in Commercial Transactions and Secured Transactions. During law school, he gained experience at the United States Attorney’s Office for the Northern District of West Virginia and the Ohio County Prosecuting Attorney’s Office, working on matters involving white-collar and violent-crime prosecutions.
Admissions: Texas, West Virginia, New York
Memberships and Affiliations:
American Bar Association Business Law Section
- Federal Securities Regulation Committee
American Bar Association Solo, Small Firm and General Practice Division
American Bar Association Young Lawyers Division
New York State Bar Business Law Section
Publications:
Litigation & Dispute Resolution
Morgan M. Smith, Rule 202: An Alternative for Shareholders in Texas Business Disputes?, Bus. L. Today (June 30, 2025), https://businesslawtoday.org/2025/06/rule-202-alternative-for-shareholders-texas-business-disputes/.
Securities Law & Compliance
Drafting Committee Member, “Registered Offering Reforms and Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies,” Federal Regulation of Securities Committee, ABA Business Law Section, Comment Letter to the U.S. Securities and Exchange Commission (Aug. 4, 2026), https://www.sec.gov/comments/S7-2026-17/s7202617-991859-3103288.pdf
In 2026, Morgan served on the drafting committee for the ABA Business Law Section’s Federal Regulation of Securities Committee comment letter to the U.S. Securities and Exchange Commission concerning registered-offering reforms, Form S-3 eligibility, the “baby shelf” limitation, and proposed changes to public-company filer status.
Representative Transactions
Venture Capital & Mergers & Acquisitions
- Represented Companies and Investors in both equity and debt financings
- Represented Companies on sell-side M&A
- Represented Companies in IP licensing deals
Recent Specific M&A Transactions:
- Lead Outside Counsel in a financial technology infrastructure company's strategic sale of certain assets
- Lead Outside Counsel in negotiation of sale of environmental consulting firm
- Lead Outside Counsel in negotiation of sale of Web3 company
Representative Litigation Matters
Business, Commercial & Shareholder Disputes
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Represented former members of a boutique investment advisory and venture firm in litigation involving alleged contract breaches, fiduciary misconduct, and earn-out disputes across multiple M&A transactions.
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Defended an emerging hospitality startup in a pre-litigation dispute with a terminated contractor over consulting and equity-grant agreements, asserting counterclaims for trade-secret and solicitation violations.
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Advised a hospitality technology company in investigating a former consultant’s demands for unpaid fees and stock, coordinating a cease-and-desist after uncovering attempted employee solicitation and data access.
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Defended a hospitality technology company and its board in shareholder dispute challenging a Delaware reverse stock split and related charter amendments.
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Represented a Web3 company in a co-founder separation and confidentiality-breach dispute, developing governance protections for proprietary code and enforcing confidentiality covenants.
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Acted for a Web3 development company in a cross-jurisdictional dispute over blockchain collaboration and grant agreements, advising on IP ownership, token compensation.
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Represented multiple investors seeking rescission of convertible-security investments after material capitalization changes, advising on securities-law remedies and recovery strategies.
