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Corporate Finance and Securities Law
Our
Corporate Finance and Securities Law Practice Group has served a variety of
regional and national public and private companies, institutional and
“angel” investors and broker-dealers across numerous industry sectors. Some
of the services provided by this group include: capital formation; mergers
and acquisitions; corporate and securities law compliance for issuers and
their management; corporate governance; advising issuers, underwriters,
venture capitalists and investors on public and private financing
transactions; recapitalizations and “going private” transactions;
defensive measures for public issuers; joint ventures; and general counsel
services for private and public Boards of Directors. We are very familiar
with Sarbanes-Oxley and its major impact on companies and their Boards of
Directors. Our Founder has served companies such as RTW, Denny Sanford/1st
Premier Bank, Michael Foods, Inc., Taser International, Inc, Central
Bank, Mr. John Morrison, Redstone American Grill, Robertson Stephens & Co,
The Northland Company/ Mr. Ted Hamm, PJ Acquisition Corp.(Carl Pohlad/Irwin
Jacobs), Health Fitness Corp., Summit Investment (now Dougherty & Co.),
William Blair & Co., Sahara Investment (Pohlad Family Office), John G.
Kinnard, R J Steichen & Co.(now Feltl & Co.) and Western Horizon Resorts,
Inc., among others.
Our attorneys also have
national experience in assisting issuers and underwriters on initial and
secondary public offerings, officer and director issues, SEC and NASDAQ
compliance issues, traditional and non-traditional private placement and
equity and debt financings and structuring joint ventures and other
strategic arrangements with our clients’ business partners. In addition, we
have experience in representing issuers, management and the Boards of
Directors of public companies involved in LBO’s and MBO’s, acquisitions,
mergers, as well as defending securities law, shareholder, derivative and
other corporate claims. Our Founding Partner has long been a recognized
leader in speaking on and advising Boards of Directors on sound governance
practices and has been an active member in the National Association of
Corporate Directors and The Society of Corporate Secretaries. In addition,
Mr. Puff has been active over his career in bringing top officials from
the Securities and Exchange Commission in Chicago and Washington to
Minneapolis to speak to CEO’s, CFO’s and the legal community on timely
enforcement and regulatory initiatives. In 1996, our Founder was appointed
by then Governor Arne Carlson to a select Blue Ribbon Commission of
Minnesota securities lawyers charged with updating and revising Minnesota’s
securities laws and proposing legislation to effect such changes.
Emerging Companies
and Entrepreneurial Services
Our Emerging Companies and Entrepreneurial Services Group serves
entrepreneurs and rapidly growing companies, with a focus on the software,
consumer, business services, life sciences, medical device and financial
service sectors. Our lawyers have a long tradition of, and are well
respected for, representing entrepreneurs and rapidly growing private and
public companies across the Upper Midwest and the United States. Our
lawyers have formed hundreds of new companies in the software, information
technology, consumer and healthcare arenas and have participated in hundreds
of financings and corporate transactions.
Unlike the vast majority of
Minnesota and other law firms, we actively assist seed and later stage
growth companies by coaching management and company founders, assist in
recruiting management and Board talent and assist with venture capital,
“angel,” broker-dealer, mezzanine and public and private financings.
Our attorneys are so pro-active that our clients often
ask us if we are venture capitalists and investment bankers, and we like
that. Our sole mission is to help fuel the growth
of great companies. Our commitment is to outstanding service,
sound advice and strong execution.
In addition to assisting growth
companies with financings, we advise on: business formation issues;
intellectual property matters; licenses; distribution; technology transfer;
M&A; securities law compliance; buy-sell agreements; employee equity
incentives and benefits; consulting agreements; tax issues; and OEM and VAR
agreements. We also often attend these client Board meetings at no charge,
or at substantially reduced rates, to ensure that we completely, and
cost-effectively, understand their business. Our rapid growth demonstrates
the strategic guidance that rapidly growing companies deserve from their
outside corporate counsel, and that we deliver.
Although we have a sophisticated corporate law practice, we are committed to
remaining a focused firm that is large enough to handle sophisticated
national matters, but small and nimble enough to be extremely responsive
to your needs. As a rapidly growing firm, we too are entrepreneurs and
understand the challenges of managing growth and the need to think smart and
move rapidly. We understand that we must be available,
responsive and add value. Knowledge and experience mean nothing to
you if it is not available to you when you need it. We offer flexible fee
agreements based on your size and needs, including, but not limited to,
reduced hourly fees, fixed and success-based fee arrangements, equity
incentives and blended fee arrangements.
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