Representative Projects

Minneapolis Small Business Law Firm

 

Business Reorganization

Assisted multi-generational closely-held business in spinning off excess assets allowing client to diversify and protect assets while the corporation and the shareholders over $3 million dollars in income taxes and saving the majority shareholder over $6 million in estate taxes at current rates.

 

Reverse Stock Split

Utilized a reverse stock split along with forced redemption of fractional shares to cash out small minority shareholders which allowed client to diversify holdings through the use of spin-offs of assets and cash dividends. Upheld by Minnesota Supreme Court.  Minnesota law was amended as a result of this case.

 

Sale of Business

Assisted client in the milling business in the sale of substantially all of its assets to a foreign company for $180 million while minimizing transaction risks.

Assisted client in selling the assets of its part inspection business and the liquidation of the company following the sale.

Assisted clients in the negotiation and sale of 90% of their interest in multi-national manufacturer of visual communication, event and promotional display merchandise for more than $90 million and the tax-free “rollover” of their remaining interest in the company.

Assisted client in the sale of its entire interest in a Mexican milling company for more than $9 million.

Assisted founder of an engineering and manufacturing company in the sale of approximately 25% of the ownership of the company to a key employee.  Also assisted founder in negotiating an option for key employee to purchase entire interest in the company in exchange for non-compete agreement and other restrictive covenants.

Assisted co-owner is acquiring the entire interest of other co-owner of a national manufacturer, printer, and distributor.

 

Corporate recapitalization to facilitate transfers to generation-skipping trusts

Recapitalized corporations and limited liability companies to facilitate transfer of ownership to generation-skipping trusts to minimize estate taxes. Estate tax savings could exceed $50 million.

 

Leveraged Buyout

Assisted owners and management in a leveraged buy-out of an aeronautical software company. The transaction allowed the owners and management to receive cash plus retain an interest in the company.

 

Outside General Counsel

Outside general counsel to Osmonics, Inc., a NYSE company.  Advised board and management on numerous legal issues including, acquisitions and divestitures in six states, sale to GE in 2003, Sarbanes Oxley, employee benefits, change of control agreements, securities disclosure laws, numerous joint venture, joint development and distribution agreements.

 

Intellectual Property Contracts and Licensing

Assisted client in negotiating numerous services agreements with customers regarding licensing of intellectual property rights regarding third-party software and product integration.

 

Wills, Trusts & Estate Planning

Assisted client in gifting stock and LLC interests to trust saving client and heirs over $15 million in potential estate taxes.

 

Real Estate Leasing Transactions

Assisted client in resolving dispute over repairs to property and rent saving client 10’s of thousands.