Martin R. Rosenbaum
Of Counsel
Overview
Marty Rosenbaum has more than 35 years' experience advising public and privately held companies on securities and corporate matters. His practice is concentrated in securities and corporate finance, including public offerings, private placements, venture capital financings, and mergers and acquisitions involving public and private companies. Marty regularly advises public companies of all sizes regarding preparation of public reports and proxy statements, public disclosures, insider trading, securities regulatory compliance, corporate governance matters, executive compensation, and stock plan issues. He provides business legal services to privately held corporations, partnerships, and limited liability companies in all stages, from organization through their initial public offering or sale.
Marty was recognized in the area of Corporate/M&A in Minnesota by Chambers USA: America’s Leading Lawyers for Business from 2007 to 2023. He served as president of LegalCORPS, a nonprofit organization that provides pro bono business law advice to low-income entrepreneurs and small nonprofits, from 2015 to 2017, and president of the Twin Cities Chapter of the National Association of Stock Plan Professionals from 2007 to 2011. He also wrote and edited an award-winning blog on securities compliance, corporate governance, and executive compensation during the era of the Dodd-Frank Act, 2010-2013.
Experience
- The Valspar Corporation – Lead attorney in debt and equity offerings with proceeds of more than $2.4 billion since 2000; regular outside counsel in connection with SEC reports, corporate governance, and executive compensation plan design.
- Skyline Medical Inc. – Regular outside counsel in connection with corporate and securities matters, including public and private equity offerings, SEC reports and registration statements, mergers and acquisitions, restructuring of indebtedness and litigation management.
- Nortech Systems, Inc. – Regular outside counsel in connection with corporate and securities matters, including SEC reports, corporate governance, mergers and acquisitions, and executive compensation matters. As Corporate Secretary, prepare materials and minutes for board and committees.
- Sunrise Senior Living, Inc. – Lead attorney in $86 million offering of convertible notes under Rule 144A, 2011; outside counsel in connection with SEC reports, corporate governance issues and corporate finance matters, 2011-2014. Served as co-counsel in $16 million public equity offering in 2015.
- Vascular Imaging Corporation – Represented organization through multiple rounds of equity financing; corporate advice, including technology licensing agreements and executive compensation structure and design.
- CRYO-CELL International, Inc. – Represented management in 2007 proxy fight with dissident stockholder.
- Norstan, Inc. – Represented the company in its 2005 acquisition by Black Box Corporation for $95 million, including negotiated tender offer and merger.
- WPT Enterprises, Inc. (owner of World Poker Tour) – Lead attorney in $38 million initial public offering in 2004.
- Other emerging companies – Represented numerous companies in all aspects of financing, contracts and transactions, as well as serving in outside general counsel role.
- Public Offerings and Private Placements – Represented issuers and investment banking firms in many offerings, ranging from small private placements to initial public offerings to large shelf registration statements for New York Stock Exchange listed companies.
- Mergers of Publicly Held Companies – Represented companies and investment banking firms in connection with negotiations, SEC filings and securities compliance.
- Executive Compensation Matters – Advised public and privately held companies on compensation plans and structure, including equity plan design, executive employment and separation agreements, and compliance with the deferred compensation restrictions of Code Section 409A.
Honors
Recognized in Chambers USA: America’s Leading Lawyers for Business, Corporate/M&A, Minnesota, 2007-2023
Recognized on Minnesota Super Lawyers® list, 1997-1998, 2000-2004, 2006-2008, 2011-2024 (Minnesota Super Lawyers® is a designation given to only 5% of Minnesota attorneys each year, based on a selection process that includes the recommendation of peers in the legal profession.)
Selected for inclusion in The Best Lawyers in America®, 2018-2025
Volunteer of the Year Award, LegalCorps, 2019
Best Lawyers' Minneapolis Securities Regulation—Lawyer of the Year, 2021
North Star Lawyer, Minnesota State Bar Association, 2013, 2015-2017, 2019-2021 (North Star Lawyer is a designation that recognizes members who provide 50 hours or more of pro bono legal services in a calendar year.)
Recognized as a Top Lawyer, Minnesota Monthly, 2022-2023 (The research for the Top Lawyers list, created by Professional Research Services, is based on an online peer-review survey sent to all attorneys in Minnesota.)
Pro Bono Award, for commitment to pro bono service, Maslon LLP, 2012
ONSecurities.com, Marty's Blog, recognized as a "Top 25 Minnesota Blawg," MSBA Practice Blawg editors, 2010-2011
AV Preeminent, Martindale-Hubbell®