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  <title><![CDATA[Mergers & Acquisitions]]></title>
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  <description><![CDATA[<p>Problem solvers. Efficient. Experienced. When you need to get a deal done, turn to Maslon, recognized by <em>Chambers USA</em> as a Leading Minnesota Firm&nbsp;for mergers &amp; acquisitions (2018-2025). Buyers and sellers, including&nbsp;family businesses,&nbsp;rely on us for cost-effective counsel across a full spectrum of M&amp;A services.</p>

<p>We offer tailored advice, crafted by a dedicated legal team assembled especially for your matter with relevant expertise in all aspects of your transaction, including the latest M&amp;A trends, corporate, tax, benefits, IP issues, employment/labor, real estate, and environmental. From billion-dollar mergers to small, private acquisitions&mdash;with particular experience in middle-market M&amp;A&mdash;we will guide you through the transaction. You&#39;ll get sophisticated, creative and personalized service aimed at overcoming obstacles, with deep knowledge across industries&mdash;technology, manufacturing, service, energy, and retail&mdash;that enables us to get up to speed and assist at a moment&#39;s notice. We provide advice on a broad range of M&amp;A matters, including:</p>

<ul>
	<li>Asset and stock transactions</li>
	<li>Mergers</li>
	<li>Divestitures and spinoffs of business divisions or subsidiaries</li>
	<li>Tax-free reorganizations</li>
	<li>Joint ventures</li>
</ul>

<p>To learn about&nbsp;our recent M&amp;A successes and how we can help you close the deal, contact one of our attorneys.</p>
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  <lastBuildDate>Fri, 11 Sep 2026 16:26:16 Z</lastBuildDate>
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   <link>https://www.maslon.com/anna-petosky-and-terri-krivosha-recognized-among-the-top-women-in-law-by-minnesota-lawyer-for-2026</link>
   <title><![CDATA[Anna Petosky and Terri Krivosha Recognized Among the Top Women in Law by <i>Minnesota Lawyer</i> for 2026]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce that Litigation Group Partner <strong>Anna Petosky</strong> and Corporate &amp; Securities Senior Counsel <strong>Terri Krivosha</strong> have been recognized among the 2026 Top Women in Law by <em>Minnesota Lawyer</em>.</p>

<p>Anna represents both plaintiffs and defendants in a wide range of commercial cases. She focuses her practice on tort &amp; product liability, high-stakes civil litigation, complex business disputes, and investigations. After working in private practice for more than a decade, including as a Maslon partner, Anna dedicated several years to public service as a prosecutor in the Hennepin County Attorney&#39;s Office in Minneapolis. In that role, she managed a dynamic caseload that included homicide, sexual assault, financial crimes, and drug and property cases through all stages of prosecution. She subsequently managed litigation in house as senior legal counsel for a large pharmacy benefit manager.</p>

<p>Terri, a business attorney and mediator, focuses her practice on M&amp;A, restructurings and shareholder business divorces, and mediation of commercial disputes. As a deal lawyer, rather than a litigator, she is unique among mediators because she brings her many years of experience negotiating deals to the mediation table&mdash;along with her trademark high energy, active listening skills, creativity, and pragmatic approach.</p>

<p>To learn more, see <a href="https://minnlawyer.com/2026/08/27/minnesota-lawyer-announces-top-women-in-law/" target="_blank"><em>Minnesota Lawyer</em>: Top Women in Law.</a></p>
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   <pubDate>Thu, 03 Sep 2026 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/top-10-drafting-strategies-to-avoid-shareholder-disputes</link>
   <title><![CDATA[Top 10 Drafting Strategies to Avoid Shareholder Disputes]]></title>
   <description><![CDATA[<p>Most owner disputes do not begin with fraud, bad faith, or a dramatic falling out. More often, they happen when business owners whose interests were previously aligned develop differing expectations about ownership, control, succession, compensation, or the direction of the company.</p>

<p>Closely held companies are particularly vulnerable in such scenarios as they often have no trading market for their shares, no independent board, and often no clear separation between the roles of owner, employee, and manager. Owners who become unhappy cannot simply sell into the market and walk away. The same people frequently draw a salary, set strategy, and share in profits, so a single disagreement can simultaneously threaten their income, career, and investment.</p>

<p>Minnesota law recognizes this reality: Under the Minnesota Business Corporation Act (the &quot;Corporations Act&quot;), shareholders in a closely held corporation owe one another a heightened duty to act in an &quot;honest, fair, and reasonable manner,&quot;&nbsp;and courts measure conduct against the &quot;reasonable expectations&quot;&nbsp;of the owners as they existed at the outset and developed over time (Minn. Stat. &sect; 302A.751). Similarly, members of a Minnesota limited liability company (&quot;LLC&quot;), under Minnesota&rsquo;s Revised Uniform Limited Liability Company Act (the &quot;LLC Act&quot;), owe one another a good-faith-and-fair-dealing obligation measured against the operating agreement, and owe the company a duty of loyalty and care (unless otherwise eliminated). (Minn. Stat. &sect; 322C.0409, subds. 2-4.)</p>

<p>These standards cut both ways. They protect the minority owner who is squeezed out, while rewarding owners who take the time to write their expectations down&mdash;because written agreements in corporations are presumed to reflect those reasonable expectations (<em>see</em> Minn. Stat. &sect; 302A.751) and members in LLCs are deemed to have assented to the written operating agreement.</p>

<p>The good news is that many of these disputes are preventable. A little planning at the beginning of a business relationship is often far less expensive than litigating that relationship years later. In this article, we share strategies related to the issues we see most often, as well as practical drafting tips to help you prevent each one from derailing your business later.</p>

<p><strong>1. Carefully consider how you bring in other owners (equity is not the only option).</strong></p>

<p>Business owners often treat equity as the default solution for incentivizing employees, advisors, consultants, and investors. In reality, ownership is only one option, and it is frequently the wrong one. Owners not only have the right to share in a company&rsquo;s profits and losses or receive dividends or distributions, but they may also carry voting rights, fiduciary protections, statutory rights to inspect company books and records, and, in Minnesota, the ability to sue for a fair-value buyout if they later feel mistreated (<em>See</em> Minn. Stat. &sect;&sect; 302A.751 and 322C.0701). Adding an owner is typically much easier than removing one.</p>

<p>Before issuing ownership interests, consider whether a cash bonus, a profit-sharing arrangement, phantom equity, or stock appreciation rights can accomplish the same objective. Phantom equity and stock appreciation rights are particularly attractive to closely held companies worried that a new minority owner could create friction at a critical moment, such as a sale, because they provide key employees with a real financial stake in the company&rsquo;s success without handing over actual stock or voting or inspection rights. Phantom equity is simply a contractual promise to pay a future bonus measured by the value of a stated number of shares; a stock appreciation right pays only the <em>increase</em> in value over time. These arrangements do require careful attention to cash flow&mdash;since the company must be able to fund the payout when it comes due&mdash;as well as periodic valuations and compliance with deferred-compensation tax rules under Section 409A of the Internal Revenue Code. As such, they should be documented in a written plan.</p>

<p>For an LLC taxed as a partnership, another alternative is a profits interest&mdash;a grant that shares in future profits and appreciation but has no value if the company were liquidated the day it is issued. A profits interest can serve as a powerful incentive for a senior executive, but it carries a trap for rank-and-file employees: The recipient of partnership interest cannot also be a W-2 employee, so the grant converts salary into self-employment income, ends payroll withholding, and can cost the employee access to certain benefits. For a small grant, the administrative burden often exceeds the benefit.</p>

<p>The practical point is the same across all of these tools: Match the incentive to the objective, and reserve true equity for the people you actually intend to make long-term co-owners.</p>

<p><u><strong>Drafting tips.</strong></u> If you do grant equity, never do it on a handshake or a casual line in an offer letter. Document the grant in a written agreement that addresses vesting, what happens to the equity if the relationship ends, and, critically, a mandatory repurchase right so the company or the other owners can buy the interest back when the employee leaves. Tie that repurchase to the buy-sell mechanics discussed in Strategy 5. The most common problematic scenario is the departed employee who is no longer contributing but still owns a piece of the company and retains a statutory right to demand its records.</p>

<p><strong>2. Draft written governance documents and require that changes be agreed upon in writing.</strong></p>

<p>Minnesota corporations and LLCs have substantial flexibility in structuring governance arrangements. (<em>See</em> Minn. Stat. &sect;&sect; 302A.181 and 302A.457 (corporations) and Minn. Stat. &sect; 322C.0110 (LLCs).) That flexibility is one of the chief advantages of the closely held form, but it can also create uncertainty if important agreements are never documented. The statute will fill the gaps with default rules&mdash;and as Strategy 3 explains, those defaults are frequently <em>not</em> what the owners assumed.</p>

<p>This issue is particularly important for LLCs. The LLC Act expressly provides that the operating agreement governs the relations among members, the rights and duties of managers and governors, the conduct of the company&rsquo;s activities, and the means and conditions for amending the agreement itself (Minn. Stat. &sect; 322C.0110). In other words, the statute supplies rules wherever the operating agreement does not. Although Minnesota&rsquo;s LLC statute allows an operating agreement to be oral or implied (<em>see</em> Minn. Stat. &sect; 322C.0110, subd. 17), the surest way to avoid litigation is to have an express written operating agreement that states that it is the sole such agreement of the company and can only be amended in writing signed by the parties.</p>

<p>The most common gaps we see are often basic questions the documents simply never answer: Who has authority to bind the company, and up to what dollar threshold? What vote is required for a major decision, and what counts as &quot;major?&quot;&nbsp;How is the agreement amended? What happens when an owner dies, divorces, or quits? When the documents are silent on these points, the disagreement becomes about the rules, not the business, and there is no referee in the room.</p>

<p><u><strong>Drafting tips.</strong></u><strong>&nbsp;</strong>Adopt comprehensive written governance documents (e.g., a shareholder control agreement and bylaws for a corporation, or an operating agreement for an LLC) and make sure they include these two clauses, which can be easy to overlook yet potentially costly when missing:</p>

<ul>
	<li>An <strong>integration clause</strong> stating that the written documents constitute the parties&rsquo; entire agreement and supersede all prior oral or written understandings, so a partner cannot later claim that a lunchtime conversation modified the deal.</li>
	<li>An <strong>amendment clause</strong> requiring that any change to the document be made only by a signed writing approved by a specified vote of the owners (and/or, if required, board members), and that the document may not be amended or modified by oral agreements or course of conduct. Both corporations and LLCs are able to authorize such amendment without having a formal meeting via a written action of its managing parties (<em>see</em> 302A.239, 322C.0407).</li>
</ul>

<p>A few extra pages on the front end can save significant time and expense later.</p>

<p><strong>3. Limit voting rights for passive investors and clearly define who makes major decisions.</strong></p>

<p>Many owners assume voting power automatically follows ownership percentage, but that is not always true, and the default rules may surprise you. A Minnesota company may establish different classes or series of equity with full, partial, or no voting rights, so long as the terms are set out in&mdash;or authorized by&mdash;the articles and terms provided in the governance documents to alter from the default assumption of voting and financial rights. (<em>See</em> Minn. Stat. &sect;&sect; 302A.401, 322C.0110, and 322C.0407.) If the articles are silent, however, all equity is deemed to be a single class of voting common equity with equal rights in accordance with their ownership percentages (pro rata). (<em>See id.</em>)</p>

<p>By default, shares are the unit of ownership in a corporation, and economic and voting rights are allocated pro rata according to the number of shares owned. By contrast, LLC members&rsquo; rights are shared equally per capita, meaning that a member who contributed 90% of the capital and a member who contributed 10% would, by default, each have one equal vote, and the 10% member could veto many corporate actions.</p>

<p>However, the Corporations Act and the LLC Act both allow the articles and governance documents to deviate from the default rules. So LLCs that want voting power to track ownership, and corporations that do not, must say so in the applicable governance documents. In an LLC, one clean way to achieve distribution-weighted voting is to designate the company as board-managed: In a board-managed LLC, the statute provides by default that each member possesses voting power in proportion to the member&rsquo;s distribution interest. (Minn. Stat. &sect; 322C.0407, subd. 4, cl. (17).) By contrast, the member-managed and manager-managed defaults give each member equal (per capita) rights, so an LLC using either of those structures that wants voting to track ownership must instead provide for it directly in the operating agreement.</p>

<p>Not every investor needs the same level of control. Governing documents should clearly identify which decisions require owner approval and which may be delegated to management. Many disputes arise over disagreement about who the decision-makers are, and not necessarily the decision itself.</p>

<p><u><strong>Drafting tips.</strong></u> Build a deliberate allocation of control rather than accepting the defaults:</p>

<ul>
	<li><strong>Use share classes or membership classes</strong> to separate economic rights from control. A passive investor can hold non-voting or limited voting interests that still carry full economic participation and, if appropriate, a preferred return. However, if the company is taxed as an S corporation, you can have only one class of equity (voting and non-voting classes are OK).</li>
	<li><strong>Define &quot;major decisions&quot;&nbsp;by an enumerated list</strong>&mdash;such as issuing new equity, incurring debt above a threshold, selling the company, approving related-party transactions, amending the governing documents, etc.&mdash;and specify the vote each requires (majority (50%), supermajority (higher percentage, such as 75%), or unanimous (100%)). Delegate everything else to the management team so the business can run.</li>
	<li><strong>Calibrate supermajority and protective provisions carefully.</strong> A supermajority or unanimity requirement protects a minority owner from being steamrolled, but it also gives minority owners a veto right, and a veto in the wrong hands is how deadlocks are born. (<em>See</em> Strategy 4.) A common compromise is to give a minority investor a narrow set of &quot;protective provisions&quot;&mdash;veto rights over a short list of fundamental actions that could harm their investment (e.g., dilution, a change in the business, or a sale below a floor)&mdash;while leaving ordinary operations to majority or management control. However, these protective provisions still limit the operation of the company and decision-making abilities of the majority owners and the management team, so these rights should be narrowly tailored (and avoided if possible).</li>
</ul>

<p><strong>4. Avoid even numbers and, if deadlocks cannot be avoided, establish procedures in the governing documents to break them without expensive litigation.</strong></p>

<p>Deadlocks are among the most common and potentially damaging governance problems in closely held businesses, because the structures owners adopt for fairness (equal ownership, unanimity requirements, or mirror-image boards) are the very structures that produce operational paralysis. Although Minnesota law provides remedies in certain situations, including judicial remedies under Minnesota Statutes Section 302A.751 (corporations) and Minnesota Statutes Sections 322C.0701 and 322C.0702 (LLCs), litigation is rarely anyone&rsquo;s preferred solution.</p>

<p>A court can dissolve the company, order one owner to buy out the other(s) at a judicially determined fair value, or fashion other equitable relief&mdash;but only after an expensive (and often long) lawsuit on terms the owners no longer control, and decided by a judge unlikely to have business experience. For a corporation, a court may even order a buyout on motion, and it will use the price and terms set in the company&rsquo;s own buy-sell or shareholder control agreement unless it finds them unreasonable. (Minn. Stat. &sect; 302A.751.) That is a powerful reason to set those terms yourselves, in advance.</p>

<p>If possible, you should avoid equal ownership and voting structures in the first place: A 51%/49% ownership split, an odd number of directors, or a tie-breaking director can prevent the problem entirely. If a 50/50 or veto structure is unavoidable, the governing documents should contain a pre-agreed mechanism to break the tie before it reaches a courtroom. Common tools include:</p>

<ul>
	<li><strong>Escalation and mediation.</strong> Require that a disputed major decision first go to the owners&rsquo; senior representatives (or a neutral mediator) for a defined period before any more drastic remedy is available. This is the lowest-cost mechanism and often resolves the matter without anyone exiting.</li>
	<li><strong>A neutral tie-breaker.</strong> Provide for a casting of votes, an independent director, or a pre-named third party (e.g., an industry expert or the company&rsquo;s accountant) to decide a defined category of deadlocked issues.</li>
	<li><strong>Buy-sell/&quot;shotgun&quot;&nbsp;provisions.</strong> A buy-sell triggered by deadlock removes one owner from the business. In the classic &quot;Russian roulette&quot;&nbsp;or &quot;Texas shoot-out&quot;&nbsp;structure, one owner names a single price; the other owner then chooses whether to <em>buy</em> at that price or <em>sell</em> at that price. Because the initiator does not know which side of the deal they will end up on, the mechanism is designed to discipline them into naming a fair price. Variations include sealed-bid auctions and appraisal-driven floors.</li>
</ul>

<p><u><strong>Drafting tips.</strong></u> A shotgun buy-sell is elegant but dangerous when the owners are not evenly matched. If one owner has far deeper pockets or a much larger stake, that owner can name an artificially low price knowing the other cannot afford to buy (or sell at a steep discount), forcing a cheap exit. Where resources are unequal, a put/call structure priced by an independent appraiser is usually more fair. Whatever mechanism you choose, add guardrails so the deadlock provision is not abused as a back-door exit:</p>

<ul>
	<li><strong>Limit the trigger</strong> to a short list of genuinely fundamental decisions, not every disagreement.</li>
	<li><strong>Require a cooling-off or escalation period</strong> (and ideally mediation) before the buyout right can be invoked.</li>
	<li><strong>Consider a lockup</strong> so the mechanism cannot be triggered in the company&rsquo;s fragile early years.</li>
</ul>

<p><strong>5. Plan for shareholder exits and ownership transfers before they occur (including buy-sell rights, rights of first refusal, and permitted transfers).</strong></p>

<p>Ownership in a company is a personal property right, and the property is freely transferable unless there are restrictions on transfers in the governing documents. Owners of closely held businesses generally want to know (and control) the parties with whom they are doing business and will include extensive transfer restrictions in their governance documents. Minnesota law generally permits transfer restrictions and buy-sell arrangements when properly drafted. (<em>See</em> Minn. Stat. &sect; 302A.429 (corporations) and Minn. Stat. &sect;&sect; 322C.0502&ndash;.0503 (LLCs).)</p>

<p>For corporations, a written restriction that is &quot;not manifestly unreasonable&quot;&nbsp;and is conspicuously noted or referenced on the stock certificate is considered valid and enforceable against the holder and any transferee. However, such restriction is ineffective against someone who buys without knowledge of it, so the mechanics of notice matter. (Minn. Stat. &sect; 302A.429.) For LLCs, a transfer that violates a restriction in the operating agreement is ineffective as to anyone with notice of the restriction, and in any event a &quot;bare&quot;&nbsp;transferee receives only the right to distributions, not management rights or access to information. (Minn. Stat. &sect; 322C.0502.) These statutes give owners the tools to control who joins the ownership group; the job is to use them.</p>

<p>A well-designed exit framework answers three questions in advance: when an owner can or must transfer, to whom, and at what price:</p>

<ul>
	<li><strong>Triggering events.</strong> A buy-sell typically fixes purchase-and-sale terms on events such as death, divorce, disability, termination of employment, bankruptcy, or an unresolved deadlock. Each trigger deserves thought&mdash;the price and terms appropriate for a &quot;good leaver&quot;&nbsp;who retires may differ from those for a &quot;bad leaver&quot;&nbsp;terminated for cause.</li>
	<li><strong>Transfer controls.</strong> A right of first refusal requires a selling owner who has a bona fide third-party offer to first offer the interest to the company or the other owners on the same terms. A right of first offer requires the seller to offer to the insiders <em>first</em>, before shopping the interest, and does not require a third-party offer at all. Use one or the other, not both&mdash;the procedures overlap and stacking them only adds delay. But be aware that a right of first refusal can have a chilling effect: A serious buyer may be unwilling to spend time and diligence dollars knowing the insiders can swoop in and match. Pair these with permitted-transfer carve-outs (for example, transfers to a family trust for estate planning) so ordinary, non-threatening transfers are not bogged down.</li>
	<li><strong>Valuation.</strong> Among the most important concepts in any buy-sell is how &quot;price&quot;&nbsp;will be determined. Fix the purchase price methodology at the outset in the governing documents or buy-sell agreement, when the parties are getting along and no one knows who will be buying or selling, and interests are therefore aligned. Common approaches include: (1) a fixed price updated periodically by agreement, (2) a formula (such as a multiple of trailing-12-month EBITDA), or (3) an appraisal. If using an appraisal, specify how the appraiser is chosen, the timeframe, who pays, and whether minority or lack-of-marketability discounts apply. Leaving valuation to be negotiated at the moment of exit guarantees a fight, because by then the parties&rsquo; interests are directly opposed.</li>
</ul>

<p><u><strong>Drafting tips</strong></u>. In addition to the drafting concepts noted above, companies typically include a purchase option, first for the company (as a redemption where the company buys the departing owner&rsquo;s interest), and if the company does not elect to purchase the equity, then for the other owners, who would have a right to a cross-purchase. Generally the company should not be obligated to redeem the interests, unless the owners agree that the situation would support a mandatory buyout (e.g., in the event of death or disability). Buy-sells funded by life insurance are common, but the funding structure now requires extra care: In <em>Connelly v. United States</em>, 602 U.S. 257 (2024), the U.S. Supreme Court held that a corporation&rsquo;s obligation to use life-insurance proceeds to redeem a deceased shareholder&rsquo;s stock does <em>not</em> reduce the company&rsquo;s value for federal estate-tax purposes&mdash;which can inflate the estate-tax value of the very shares being redeemed. Owners relying on company-owned life insurance to fund a redemption should revisit the structure with tax counsel and consider a cross-purchase alternative. Finally, set the buy-sell price and terms with care, because under Minnesota law a court will generally honor them in a later buyout dispute. (Minn. Stat. &sect; 302A.751.)</p>

<p><strong>6. Establish clear information-sharing practices and follow them consistently.</strong></p>

<p>Many owner disputes begin when expectations about access to information are unclear. Some owners expect detailed financial statements every month; others expect updates only when major events occur. Problems arise when those expectations do not align, and an owner kept in the dark is an owner who starts to suspect the worst.</p>

<p>Minnesota law does not leave information rights entirely to the owners&rsquo; goodwill. In a corporation that is not publicly held, a shareholder has an absolute right, within 10 days of a written demand, to inspect and copy the share register and core company records&mdash;including up to three years of board and shareholder proceedings, articles and bylaws, financial statements, and any shareholder control agreement. Other records are made available on a showing of a &quot;proper purpose&quot;&nbsp;reasonably related to the person&rsquo;s interest as a shareholder. (<em>See</em> Minn. Stat. &sect; 302A.461.)</p>

<p>For LLCs, timing requirements are less rigid and the rules more vague as to the type of information that can be requested&mdash;and they differ by management structure. In a member-managed company, members may inspect records material to their rights, and the company must even furnish material information <em>without</em> a demand. In a manager- or board-managed company, a member must make a particularized written demand stating a proper purpose, to which the company must respond within 10 days. (<em>See</em> Minn. Stat. &sect; 322C.0410.) These rights cannot be drafted away entirely. An operating agreement may not &quot;unreasonably restrict&quot;&nbsp;them, though reasonable confidentiality conditions are permitted. (Minn. Stat. &sect;&sect; 322C.0110 and 322C.0410.) The lesson is that fulfilling information requests is not an optional courtesy, and refusing a legitimate one can itself become the basis for a claim. Alternatively, in an LLC, members who want more fulsome information rights (more similar to those under 302A) may negotiate them in the operating agreement.</p>

<p><u><strong>Drafting tips.</strong></u> Rather than deciding information requests on an ad hoc basis, build a predictable process into the governing documents that reduces misunderstandings and prevents owners from claiming they were intentionally kept in the dark. Suggested steps include:</p>

<ul>
	<li><strong>Specifying what owners receive and how often</strong>&mdash;for example, annual audited or reviewed financials, quarterly management reports, and timely notice of defined &quot;material events&quot; (e.g., a financing, a major contract, litigation, or a sale discussion).</li>
	<li><strong>Setting a standard procedure for additional requests</strong>, including a reasonable response window and a confidentiality undertaking for sensitive information.</li>
	<li><strong>Applying the policy consistently to all owners.</strong> Selective disclosure, such as giving the insiders information that a minority owner is denied, is the kind of conduct that supports a claim for oppression or unfairly prejudicial conduct.</li>
</ul>

<p><strong>7. Address issues regarding capital raises up front.</strong></p>

<p>Decide now how future capital needs will be met and what happens to an owner who cannot or will not participate. Ask: Will additional capital come as mandatory contributions, optional contributions, or loans? If a round dilutes a non-participating owner, say so explicitly, and consider whether owners get preemptive rights (i.e., the right to buy enough of any new issuance to maintain their percentage) and investors get anti-dilution protections. Owners are far more accepting of dilution they agreed to in writing than dilution that arrives as a surprise.</p>

<p><u><strong>Drafting tip.</strong></u> Build the financing and preemptive-right provisions into the governing documents at formation, not when a deal is on the table.</p>

<p><strong>8. Discuss owner&rsquo;s rights in a sale transaction before they become the subject of a dispute.</strong></p>

<p>As noted above, the decision on when to sell a company is usually a major decision requiring a higher threshold of owner approval. Thus, disagreement about whether and when to sell is a classic deadlock in disguise. There are two drafting tools to include in the governing documents that will align the owners in advance:</p>

<ul>
	<li><strong>A drag-along right</strong> lets the controlling owners require the others to join a third-party sale on the same terms. This prevents a holdout from blocking a deal and, by delivering 100% of the company, eliminates the minority discount a buyer would otherwise demand.</li>
	<li><strong>A tag-along (co-sale) right</strong> is the minority&rsquo;s counterpart: If the controlling owners sell, the minority may participate pro rata on the same terms.</li>
</ul>

<p>These are typically negotiated together, with a minority owner accepting the drag-along in exchange for the tag-along, so that no one is forced into a deal they cannot exit or left stranded when others cash out.</p>

<p><u><strong>Drafting tip.</strong></u> Build the drag-along and tag-along provisions into the governing documents ahead of time, when the parties are in agreement.</p>

<p><strong>9. Be aware of how Minnesota statutes handle conflicted transactions.</strong></p>

<p>Transactions involving an owner, family member, or affiliated business are inevitable in closely held companies, but can constitute a conflict of interest and violation under Minnesota law if not properly handled. They are also a frequent precursor to disputes. However, Minnesota law provides a statutory process to insulate the impacted parties from potential claims from the other owners.</p>

<p>For corporations, a director&rsquo;s conflicting-interest transaction is not void or voidable if any one of three conditions is met: (1) the transaction was fair and reasonable to the corporation; (2) the material facts and the director&rsquo;s interest were fully disclosed and the transaction was approved in good faith by disinterested shareholders (two-thirds of the disinterested voting power) or unanimously; or (3) those facts were disclosed and a majority of the <em>disinterested</em> directors approved it in good faith, with the interested director neither counted toward the quorum nor voting. (<em>See</em> Minn. Stat. &sect; 302A.255.) The statute also imputes to a director the financial interests of close family members, so a &quot;spouse&rsquo;s company&quot;&nbsp;transaction is treated as the director&rsquo;s own. (<em>Id.</em>)</p>

<p>LLCs have a parallel framework. Members or managers owe duties of loyalty and care and a contractual obligation of good faith. A conflicting transaction can be defended as fair to the company and, most usefully, it can be authorized or ratified after full disclosure of all material facts to the disinterested decision-makers. (<em>See</em> Minn. Stat. &sect;&sect; 322C.0409 and 322C.04091.)</p>

<p>The LLC Act expressly authorizes modification, elimination, and/or exculpation of fiduciary duties in the LLC&rsquo;s operating agreement&nbsp;(<em>see</em> Minn. Stat. &sect; 322C.0110), while corporations are not able to redefine or eliminate fiduciary duties&mdash;only exculpate and reallocate governance authority. (<em>See</em> Minn. Stat. &sect;&sect; 302A.251 and 302A.457.)</p>

<p><u><strong>Drafting tips</strong></u>. Translate those statutory safe harbors into a standing conflict-of-interest protocol so the company does not have to improvise under pressure. This protocol should require advance written disclosure of any interested transaction, approval by disinterested owners or directors, recusal of the interested party from the vote, and documentation of the disclosure and approval in the minutes. Additionally, as discussed above, both LLCs and corporations may consider limiting fiduciary duties to the extent possible under the Corporations Act and LLC Act in their respective governance documents to permit governors and directors, respectively, to take certain actions, such as competing against the business or partaking in related-party transactions, if the disinterested board, managers, officers, or equity holders are made aware and vote to allow it.</p>

<p><strong>10. Family owned businesses need formal governance documents, too.</strong></p>

<p>Familial relationships do not eliminate the potential for disagreement; indeed, the overlap between personal, ownership, and management roles can make disputes more likely and more complicated, especially as additional generations become involved in the business. Clear, formal, written governance documents help set expectations, define decision-making authority, and provide an agreed-upon framework for resolving issues early.</p>

<p><strong>Conclusion</strong></p>

<p>Businesses that draft their most important documents with an eye towards the preventable issues above minimize their risk of becoming embroiled in costly disputes later. Minnesota courts have repeatedly stepped in where a majority owner frustrated a minority owner&rsquo;s reasonable expectations&mdash;ordering buyouts and other equitable relief under Minnesota Statutes Section 302A.751. (<em>Lund as trustee of Revocable Tr. of Kim A. Lund v. Lund</em>, 924 N.W.2d 274 (Minn. Ct. App. 2019);<em> Gunderson v. All. of Computer Pros., Inc.</em>, 628 N.W.2d 173 (Minn. Ct. App. 2001); <em>Pedro v. Pedro</em>, 489 N.W.2d 798 (Minn. Ct. App. 1992).) But by the time a court is involved, relationships, and often the value of the business, have suffered.</p>

<p>Finally, avoid &quot;setting and forgetting&quot;&nbsp;governing documents. Ownership changes, financing rounds, management transitions, and acquisitions are all good opportunities to review these documents and confirm they still reflect the parties&rsquo; expectations. This matters under Minnesota law specifically: Because written agreements are presumed to reflect the owners&rsquo; reasonable expectations&nbsp;(Minn. Stat. &sect; 302A.751, subd. 3a.), outdated documents can be worse than no documents at all.</p>

<p>Thoughtful governance planning, clear documentation, consistent communication, and a periodic review of the documents you already have can go a long way in preserving important relationships and enterprise value.</p>

<p><em>This article is for general informational purposes and does not constitute legal advice. Governance, transfer, and tax provisions should be tailored to the specific company and reviewed with counsel.</em></p>
]]></description>
   <pubDate>Tue, 01 Sep 2026 00:00:00 Z</pubDate>
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   <title><![CDATA[Susan Markey and Jessica Karp Present CLE on Advising Sellers through the M&A Process]]></title>
   <description></description>
   <pubDate>Wed, 29 Jul 2026 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/jeremy-walls-elected-to-the-legalcorps-board-of-directors</link>
   <title><![CDATA[Jeremy Walls Elected to the LegalCORPS Board of Directors]]></title>
   <description><![CDATA[<p><strong>Jeremy Walls</strong>, an attorney in Maslon&#39;s Corporate &amp; Securities Group, has been elected to the board of directors of LegalCORPS. Jeremy has worked as a volunteer providing pro bono services with the organization since 2022.</p>

<p>The Minnesota nonprofit aims to increase access to the legal system by providing assistance in transactional matters to limited-resourced entrepreneurs, business owners, inventors, and nonprofits.</p>

<p>To learn more about their work, please go to: <a href="https://legalcorps.org/" target="_blank">LegalCORPS</a>.</p>

<p>At Maslon, Jeremy advises privately held companies, private equity funds and sponsors, and strategic investors through both buy- and sell-side mergers and acquisitions. He also provides a wide variety of general corporate and outside counsel services for entrepreneurs and privately held businesses, including drafting and negotiating commercial contracts, corporate reorganizations, buy-sell agreements, and business succession agreements; advising on governance issues; and ensuring regulatory compliance.</p>

<p>Maslon attorney <strong>Martin Rosenbaum</strong> formerly served on the LegalCORPS board.</p>
]]></description>
   <pubDate>Fri, 10 Jul 2026 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/the-emotional-math-of-an-exit-recap-of-our-may-12-ma-event</link>
   <title><![CDATA[The Emotional Math of an Exit: Recap of Our May 12 M&A Event]]></title>
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   <pubDate>Thu, 04 Jun 2026 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/maslon-recognized-as-leading-minnesota-firm-in-chambers-usa-guide-2026-katie-maechler-stephanie-laws-steve-schleicher-and-david-suchar-earn-top-rankings</link>
   <title><![CDATA[Maslon Recognized as Leading Minnesota Firm in <i>Chambers USA Guide 2026;</i> Katie Maechler, Stephanie Laws, Steve Schleicher, and David Suchar Earn Top Rankings]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce its ranking as a leading Minnesota firm in the <em>Chambers USA Guide 2026</em> for Construction, Product Liability Litigation, General Commercial Litigation, Corporate/M&amp;A, and Real Estate, with individual rankings for nine attorneys.</p>

<p><strong>Construction &ndash; Band 1</strong><br />
Notably, the Construction &amp; Real Estate Litigation group and its co-chair, <strong>David Suchar</strong>, were ranked Band 1 in Minnesota, the highest possible rating. (David has been at the top rank for three consecutive years.) Only two other firms and five other attorneys attained that ranking in Minnesota. <strong>Jason Lien</strong>, who co-chairs the practice group with David, and <strong>Jevon Bindman</strong> were also ranked in Construction.</p>

<p><strong>Product Liability Litigation &ndash; Band 1</strong><br />
The Tort &amp; Product Liability group and its co-chairs, <strong>Katie Maechler</strong> and <strong>Stephanie Laws</strong>, were ranked Band 1 in Minnesota in Product Liability Litigation, a new category for Chambers. Only four other firms and seven other lawyers in Minnesota attained that ranking.</p>

<p>The 2026 edition of <em><strong>Chambers USA&nbsp;</strong></em>notes the following:</p>

<ul>
	<li><strong>Steve Schleicher</strong> was ranked Band 1 in White Collar Crime &amp; Government Investigations for the fourth consecutive year and was also ranked in General Commercial Litigation.</li>
	<li><strong>Susan Markey</strong> was ranked for the third year in a row for Corporate/M&amp;A.</li>
	<li><strong>Jon Septer</strong> was ranked for the third year in a row for Real Estate, the group he chairs.</li>
	<li><strong>Bryan Freeman</strong> was ranked for the second year in a row in General Commercial Litigation; he co-chairs the firm&rsquo;s Litigation practice group.</li>
	<li>The&nbsp;<strong>General Commercial Litigation</strong> and <strong>Corporate/M&amp;A </strong>groups&nbsp;were&nbsp;ranked once again.</li>
	<li>The <strong>Real Estate</strong> group was newly ranked this year.</li>
</ul>

<p>The rankings are the result of extensive client interviews and research to assess technical legal ability, client service, business understanding, value, team depth, and other qualities most valued by clients.</p>

<p>To view Maslon&#39;s full <em>Chambers USA</em> rankings, go to: <em><a href="https://chambers.com/law-firm/maslon-llp-usa-5:65563" target="_blank">Chambers USA Guide 2026.</a></em></p>

<p><strong>About Chambers and Partners</strong><br />
Since 1969, London-based Chambers and Partners has published world-famous guides to the legal profession. A team of 200 editorial and research analysts conducted thousands of one-on-one interviews with in-house counsel and third-party experts for the <em>Chambers USA Guide 2026.</em></p>
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   <pubDate>Thu, 04 Jun 2026 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/katie-eisler-speaks-on-preparing-for-a-successful-company-sale-for-owners-edge-summit</link>
   <title><![CDATA[Katie Eisler Speaks on Preparing for a Successful Company Sale for Owners Edge Summit]]></title>
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   <pubDate>Wed, 13 May 2026 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/ma-seminar-on-what-business-owners-need-to-know-before-they-sell</link>
   <title><![CDATA[M&A Seminar on What Business Owners Need to Know Before They Sell]]></title>
   <description><![CDATA[<p>Maslon joins forces with Franklin Partners and Growth Operators for a May 12 seminar titled &ldquo;Behind the Deal: What Business Owners Need to Know Before They Sell.&rdquo;</p>

<p>For many founders and family business owners, selling the company is a once-in-a-lifetime decision&mdash;with significant personal and financial considerations that go far beyond finding the right buyer. But with preparation, clarity, and the right advisors at the table, you can emerge from your transaction with the flexibility and legacy you have worked so hard to build. Whether you are seriously contemplating the sale of a business, or just exploring your options, this half-day seminar led by seasoned M&amp;A advisors is designed to demystify the process and position you for success.</p>

<p>We&rsquo;ll begin with a practical update on the current M&amp;A market, including buyer appetite and timing considerations. From there, we&rsquo;ll explore how the right deal team can influence valuation, minimize tax exposure, manage complexity, and add value long before a letter of intent is signed. We&rsquo;ll conclude with behind-the-scenes stories of deals gone wrong&mdash;and common pitfalls to avoid.</p>

<p><em>Twin Cities Business</em> is the media partner for the event. To register, go here: <a href="https://tcbmag.com/events/behindthedeal/" target="_blank">Behind the Deal</a>. The cost to attend is $25, with proceeds going to <a href="https://legalcorps.org/" target="_blank">LegalCORPS</a>.</p>

<p><strong>LOCATION</strong></p>

<p>Machine Shop<br />
300 2nd St. SE<br />
Minneapolis 55414</p>

<p><strong>AGENDA</strong></p>

<p>1:30 p.m. | Registration and Networking</p>

<p>2:00 p.m. | Program</p>

<p>4:00 p.m. | Reception</p>

<p>5:00 p.m. | Event Concludes</p>

<p><strong>PROGRAM DETAILS</strong></p>

<p><strong>2-2:15 p.m. Session One |&nbsp;Signals Through the Noise: Making Sense of a &ldquo;Weird&rdquo; Market</strong></p>

<p>This no-nonsense market update breaks down what&rsquo;s really happening in today&rsquo;s M&amp;A market&mdash;beyond the headlines&mdash;including trends in buyer demand, financing, and deal terms. While the market may feel uncertain, activity remains strong, and quality businesses are in short supply&mdash;driving consistent interest from buyers, including private equity. We&rsquo;ll replace anxiety with clarity and leave you with an actionable perspective on why it may be a compelling time to go to market.</p>

<p><strong>Presenter: </strong>Mike Hirschberg,&nbsp;Managing Director, Franklin Partners, Inc.</p>

<p><strong>2:15-3 p.m. Session Two&nbsp;|&nbsp;Your Deal Team, Your Outcome: Selecting Advisors That Maximize Value</strong></p>

<p>In this panel discussion, experienced M&amp;A professionals unpack how the right deal team can materially impact valuation, reduce tax leakage, manage process complexity, and help you navigate emotional decision-making. Panelists will discuss why the advisors you have today may not be the ones you need for your transaction, and why companies of all sizes need sophisticated expertise on their side. The session will leave you with a clear understanding of whom to engage, when to engage them, and how a good deal team can advise on optimal go-to-market timing, position your company for maximum valuation&mdash;whether sale is imminent or years away&mdash;and then drive the deal across the finish line.</p>

<p><strong>Moderator: </strong>Rick Nordvold,&nbsp;Co-Founder &amp; CEO, Growth Operators</p>

<p><strong>Panelists:</strong></p>

<ul>
	<li>Katie Eisler, Partner, Chair of Corporate &amp; Securities Group, Maslon LLP</li>
	<li>Mike Hirschberg,&nbsp;Managing Director, Franklin Partners, Inc.</li>
	<li>Tiffany Hovland,&nbsp;Managing Director, Growth Operators</li>
</ul>

<p><strong>3-3:15 p.m. Break</strong></p>

<p><strong>3:15-4 p.m.&nbsp;Session Three | Been There, Dealt with That: Laying Bare the Challenges of Sealing the Deal</strong></p>

<p>Speaking to the good, the bad, and the ugly of past deal processes, this panel of M&amp;A advisors and an exited founder will illuminate the pitfalls that can stall&mdash;or even kill&mdash;the sale of your business. Panelists will share how you can avoid being kept up at night by issues with employees, landlords, taxes, and more. The lessons we&rsquo;ve learned will chart the unexpected, preparing you with the foresight to mitigate these issues before they crop up in your sale process.</p>

<p><strong>Moderator: </strong>Rick Nordvold</p>

<p><strong>Panelists:&nbsp;</strong></p>

<ul>
	<li>Blair Budlong, Exited Founder, DecksDirect</li>
	<li>Joel Fischer,&nbsp;Managing Director, Franklin Partners, Inc.</li>
	<li>Susan Markey,&nbsp;Partner, Member of Firm Board of Directors, Maslon LLP</li>
</ul>

<p></p>

<p></p>
]]></description>
   <pubDate>Tue, 12 May 2026 00:00:00 Z</pubDate>
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   <title><![CDATA[2026 Women's Business Summit ]]></title>
   <description><![CDATA[<p>Maslon Partner and Board Member <strong>Susan Markey</strong> will take part in a panel discussion on May 7 as part of the Women&#39;s Business Summit presented by Maslon, Prosperwell Financial, Copeland Buhl, and Exit Planning Strategies, LLC.</p>

<p>The summit is a complimentary half-day event for women business owners who want to grow their business or are looking to sell their company within the next few years.</p>

<p>Register here: <a href="https://prosperwell.com/event/womens-business-summit-2026-05-07/" target="_blank">Women&rsquo;s Business Summit</a>.</p>

<p><strong>LOCATION</strong></p>

<p>Maslon LLP<br />
225 South Sixth Street<br />
Minneapolis, MN 55402</p>

<p><strong>AGENDA</strong></p>

<p>1:30 p.m. | <strong>Registration &amp; Networking</strong></p>

<p>1:45-1:50 p.m. | <strong>Opening Remarks and Introductions</strong></p>

<p>Nicole Middendorf, Wealth Advisor, Raymond James Financial Services; CEO, Prosperwell Financial</p>

<p>1:50-2:40 p.m. | <strong>Panel Discussion: Business Exit Strategies to Consider</strong></p>

<p>Panel discussion moderated by Dyanne Ross-Hanson, with panelists Nicole Middendorf, Susan Markey,&nbsp;Katie Monger, and Jo Trahms.</p>

<ul>
	<li>How early should you&nbsp;begin planning to sell your business?</li>
	<li>Exit/transition options, and the advantages/disadvantages of each</li>
	<li>What your company is worth, and ways to increase value prior to a sale</li>
	<li>Role of a CPA, attorney, wealth advisor, and investment banker during a transaction</li>
	<li>Best practices for women business owners</li>
	<li>Readiness planning</li>
	<li>Q&amp;A</li>
</ul>

<p>2:40&ndash;3:05 p.m.: <strong>Break: Refreshments, Networking, and Connecting with Vendors</strong></p>

<p>3:05&ndash;3:55 p.m.: <strong>Roundtable Discussion: Your Top Questions Answered by Successful Women Business Owners</strong></p>

<p>Panel discussion moderated by Dyanne Ross-Hanson, with panelists&nbsp;Hillary Spreizer,&nbsp;Jill Haspert,&nbsp;Ashley Hawks, and Kathryn Tunheim.</p>

<ul>
	<li>Buying, selling, and growing your business</li>
	<li>What do you know now that you wish you knew then?</li>
	<li>Q&amp;A</li>
</ul>

<p>3:55&ndash;4 p.m.: <strong>Closing Remarks</strong></p>

<p>4-5 p.m.: <strong>Networking Reception</strong></p>
]]></description>
   <pubDate>Thu, 07 May 2026 00:00:00 Z</pubDate>
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   <title><![CDATA[Maslon Welcomes Attorney Jeremy Walls to the Firm]]></title>
   <description><![CDATA[<p>Maslon&nbsp;is pleased to announce the addition of attorney <strong>Jeremy Walls</strong> to the firm.</p>

<p>Jeremy is an associate in the firm&rsquo;s Corporate &amp; Securities Group who advises privately held companies, private equity funds and sponsors, and strategic investors through both buy- and sell-side mergers and acquisitions. He also provides a wide variety of general corporate and outside general counsel services for entrepreneurs and privately held businesses.</p>

<p>Prior to joining Maslon, Jeremy gained experience at another Top 10 Minneapolis firm. He earned his law degree from the University of Minnesota Law School, where he served as president of the Business Law Association and was a lead editor of the <em>Journal of Law and Inequality</em>.</p>
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   <pubDate>Thu, 30 Oct 2025 00:00:00 Z</pubDate>
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   <title><![CDATA[Matthew Schwandt Selected for Minnesota Chamber of Commerce Leadership Minnesota Program ]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce that <strong>Matthew Schwandt</strong>, an attorney in the Corporate &amp; Securities Group, has been selected for the 2025-2026 Leadership Minnesota Program of the Minnesota Chamber of Commerce. Leadership Minnesota is an exclusive program in which participants get a behind-the-scenes look at what makes our state&rsquo;s economy tick and learn how public policy crafted at the Capitol impacts the vitality of Minnesota companies.</p>

<p>&quot;As a business owner myself, I&rsquo;ve experienced firsthand the complexities and opportunities that come with launching, growing, and sustaining a company in Minnesota,&rdquo; Matt said. &ldquo;I&#39;m eager to deepen my understanding of the broader economic landscape and to learn how other businesses across the state are adapting and thriving.&quot;</p>

<p>Matt is an accomplished attorney and seasoned entrepreneur who returned to private practice after a decade of successfully running his own business. As the principal co-founder and board chair of Bauhaus Brew Labs, Matt has personally walked in the shoes of business owners and has overcome many of the same challenges. He has a proven track record of founding, developing, and expanding a small business, and his experience honed his capabilities in business finance, commercial transactions, strategic planning, and regulatory issues.</p>

<p>Matt assists clients with corporate formation and governance issues; securities offerings for closely held businesses; commercial contracts, including purchase agreements, sales and distribution contracts, and lending instruments; and general outside counsel services, particularly on compliance issues and regulatory considerations for food, beverage, and emerging cannabis businesses in Minnesota.</p>
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   <pubDate>Mon, 25 Aug 2025 00:00:00 Z</pubDate>
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   <title><![CDATA[Doug Holod Recognized As a Notable Partner in Law by <i>Twin Cities Business</i> for 2025]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce that Doug Holod has been recognized among the 2025 Notable Partners in Law by <em>Twin Cities Business</em> magazine.</p>

<p>Doug is a partner, a former chair of Maslon&rsquo;s Corporate &amp; Securities Group, and a former managing partner of the firm. In his 35 years of practice, he has represented business leaders as they make important decisions about their companies. He got his start working with an entrepreneur who needed to raise capital for a restaurant concept that would include live birds. That became the Rainforest Caf&eacute;, and Doug went on to guide the company through its IPO and eventual sale.</p>

<p>Today, Doug&rsquo;s clients operate in spaces diverse as 3D printing, healthcare technology, investment management, and restaurant/retail. As outside general counsel, he recently helped several clients restructure and recapitalize to avoid bankruptcy.</p>

<p>Doug has also served for decades in leadership positions with Meritas, a global alliance of mid-size, independent law firms founded by his mentor in 1990. A former board member and current member of the U.S. leadership committee, Doug helps other law firms and his fellow partners enhance their engagement with Meritas to better serve their clients.</p>

<p>To learn more about the award, see <em>Twin Cities Business</em>: <a href="https://tcbmag.com/notable/doug-holod/" target="_blank">Notable Partners in Law</a>.</p>
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   <pubDate>Mon, 11 Aug 2025 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/susan-markey-katie-eisler-and-corporate-team-co-author-2026-edition-of-minnesota-business-and-commercial-law-from-lexisnexis</link>
   <title><![CDATA[Susan Markey, Katie Eisler, and Corporate Team Co-Author 2026 Edition of <i>Minnesota Business and Commercial Law</i> from LexisNexis]]></title>
   <description><![CDATA[<p>Maslon Corporate &amp; Securities Group Partners <strong>Susan Markey</strong> and <strong>Katie Eisler</strong> have co-authored the newly published 2026 edition of <em>Minnesota Business and Commercial Law</em> from LexisNexis. <strong>Terri Krivosha</strong> served as editor, with <strong>Yujin Jang, Jessica Karp, Matthew Schwandt,</strong> and <strong>Laura Trahms-Hagen</strong> contributing to chapters.</p>

<p>The book delivers a comprehensive analysis of the legal framework governing business and commerce in Minnesota, from choosing the right business entity and understanding tax implications to resolving shareholder disputes and navigating secured transactions.</p>

<p>For more information or to order, go to <a href="https://store.lexisnexis.com/en-us/minnesota-business-and-commercial-law.html" target="_blank">LexisNexis <em>Minnesota Business and Commercial Law</em></a>.</p>

<p>Susan is ranked in <em>Chambers USA</em> among the top corporate/M&amp;A attorneys in Minnesota. She represents clients in general corporate, taxation, and nonprofit matters, drawing from a diverse background in government, accounting, and law to serve as a holistic business advisor. Susan regularly counsels clients on mergers and acquisitions, business formation, joint ventures, and general corporate matters, and she frequently assists with tax controversies, audits, appeals, planning, and structuring, as well as researching tax law and drafting legal appeals and memoranda. Susan also serves on the Maslon board of directors.</p>

<p>Katie, chair of the Corporate &amp; Securities Group, assists clients across a broad range of corporate and transactional legal needs. She has managed and negotiated complex mergers &amp; acquisitions, corporate reorganizations, buy-sell agreements, and business succession agreements. Her expertise also includes negotiating, drafting, and revising commercial contracts, with particular focus on technology-related agreements. In addition, she ensures clients remain up to date and compliant on data retention, website terms of use, and website privacy policies.</p>

<p>Terri, a business attorney and mediator, focuses her practice on M&amp;A, restructurings and shareholder business divorces, and mediation of commercial disputes. She currently serves as a senior counsel with Maslon.</p>

<p>Yujin advises clients on contract drafting and negotiation, compliance issues, and general corporate law. Her background in international trade informs her approach to common and uncommon business challenges and how to successfully manage them.</p>

<p>Jessica assists clients in general corporate law, nonprofit formation, contracts, and mergers and acquisitions. Prior to attending law school, Jessica earned her master&rsquo;s degree from Georgetown University in art and museum studies, and gained valuable experience as a museum collections and exhibitions manager and as a grant writer.</p>

<p>Matthew is an accomplished attorney and seasoned entrepreneur who returned to private practice after a decade of successfully running his own business. As the principal co-founder and board chair of Bauhaus Brew Labs, Matt has personally walked in the shoes of business owners, honing his capabilities in business finance, commercial transactions, strategic planning, and regulatory issues.</p>

<p>Laura is a Corporate &amp; Securities Group associate who collaborates with corporate clients to achieve their business goals while protecting their legal interests. Laura focuses on mergers and acquisitions, contract drafting and negotiation, and legal compliance. She has a passion for helping small business owners and finds that these relationships are the driving force behind her work.</p>
]]></description>
   <pubDate>Tue, 08 Jul 2025 00:00:00 Z</pubDate>
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   <title><![CDATA[M&A Seminar on Preparing Your Company for Sale Presented by <i>Finance & Commerce</i>, Maslon, and Northborne Partners]]></title>
   <description><![CDATA[<p>In collaboration with <em>Finance &amp; Commerce</em> and Northborne Partners, Maslon is pleased to present an M&amp;A seminar on preparing your company for sale.&nbsp;</p>

<p>If you are a business owner considering selling your company&mdash;in the near future or just exploring your options&mdash;this program is designed to give you the knowledge you need for a successful sale. Learn from seasoned M&amp;A professionals about assembling the right deal team, pricing your business, and maximizing its value. Gain firsthand perspectives from business owners who have recently sold their companies, including what they wish they had known before the process. Whether you are actively preparing for a sale or want to understand what it takes to exit on your terms, this program will equip you with the knowledge and tools to navigate the journey with confidence.</p>

<p>Thursday, May 8, 2025 | 1:30-5 p.m.</p>

<p><strong>Location:</strong></p>

<p>Braemar Golf Course<br />
Edina, MN</p>

<p>Registration is complimentary. To sign up, go to <a href="https://finance-commerce.com/event/ma-seminar/" target="_blank">M&amp;A Seminar on Preparing Your Company for Sale</a>.&nbsp;</p>

<p><strong>Session 1 | Building Your M&amp;A Deal Team &ndash; Setting Up for a Successful Sale</strong></p>

<p>Selling your business is one of the most significant transactions you&rsquo;ll undertake, and assembling the right deal team is critical to ensuring a smooth and successful process. In this 60-minute discussion, panelists will explore how to assemble the right team of advisors, including what each team member contributes and how the team works together to optimize success and maximize post-closing sale proceeds.</p>

<p>Our panel of experts&mdash;including an investment banker, M&amp;A attorney, wealth manager, and quality of earnings provider&mdash;will walk through:</p>

<ul>
	<li>Getting Your House in Order: Steps to prepare your business for sale, including financial readiness, operational streamlining, and risk mitigation.</li>
	<li>Team Roles &amp; Responsibilities: Understanding the function of each deal team member&mdash;who you need and when to bring them in.</li>
	<li>Collaboration &amp; Execution: How your advisors work together to ensure a smooth transaction and avoid common pitfalls.</li>
</ul>

<p><strong>Moderator:&nbsp;</strong>Katie Eisler, Chair, Corporate &amp; Securities Group, Maslon LLP</p>

<p><strong>Panelists:</strong></p>

<ul>
	<li>Susan Markey, Partner, Maslon LLP</li>
	<li>Mike Hirschberg, Director, Northborne Partners</li>
	<li>Becky Krieger, Managing Partner, Accredited Investors</li>
	<li>Kyle Orwick, Partner - Transaction Advisory, Eide Bailly</li>
</ul>

<p><strong>Session 2 | Lessons from the Trenches &ndash; Business Owners on Selling Their Companies</strong></p>

<p><strong>Moderator:&nbsp;</strong>Katie Eisler, Chair, Corporate &amp; Securities Group, Maslon LLP</p>

<p>Hear directly from business owners who have recently gone through the process of selling their companies. In this candid 30-minute discussion, they will share their real-world experiences, reflecting on what went well, what they wish they had known beforehand, and the unexpected challenges they faced along the way.</p>

<p><strong>Session 3 | Pricing Your Business 101: Valuation Drivers and Perspectives</strong></p>

<p>This 30-minute session will provide insight into business valuation from multiple perspectives. Attendees will learn key factors that influence and strategies that maximize value, how valuations are determined, and how inputs impact the price a buyer is willing or able to pay. The discussion will cover the drivers of company value, the impact of financial performance on the ultimate sale price, and common factors that add or detract from valuation as you prepare to sell your company.</p>

<p><strong>Presenters:</strong></p>

<ul>
	<li>Justin Conlin, Managing Director, Proterra Investment Partners</li>
	<li>Cameron Wood, Director, Northborne Partners</li>
</ul>

<p><strong>AGENDA</strong></p>

<p>1:30&ndash;2&nbsp;p.m. | Registration and Networking</p>

<p>2&ndash;3&nbsp;p.m. | Session 1:&nbsp;Building Your M&amp;A Deal Team</p>

<p>3-3:15 p.m. | Break</p>

<p>3:15-3:45 p.m. | Session 2: Lessons from the Trenches</p>

<p>3:45-4:15 p.m. | Session 3:&nbsp;Pricing Your Business 101</p>

<p>4:15-5 p.m. | Reception and Networking</p>

<p>Please contact <a href="mailto:info@maslon.com">info@maslon.com</a> with any questions about this event.</p>
]]></description>
   <pubDate>Thu, 08 May 2025 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/susan-markey-featured-in-2025-power-list-mergers-acquisitions-by-minnesota-lawyer</link>
   <title><![CDATA[Susan Markey Featured in 2025 Power List: Mergers & Acquisitions by <i>Minnesota Lawyer</i>]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce that <strong>Susan Markey</strong>, chair of the Corporate &amp; Securities Group and member of Maslon&#39;s board of directors, has been featured in <em>Minnesota Lawyer&#39;</em>s 2025 Power List: Mergers &amp; Acquisitions.</p>

<p>The Power List is a feature that examines the power brokers who lead and influence the Minnesota legal community, with a focus on those &quot;whose mere presence on a case signifies the stakes, who have influenced the direction of the law, whose leadership in the community is pervasive, and whose respect within the bar is undeniable.&quot;</p>

<p>To read the feature, go to: <a href="https://minnlawyer.com/2025/01/27/power-list-2025-susan-markey/" target="_blank"><em>Minnesota Lawyer</em>, &quot;The Power List: Susan Markey&quot;</a> (subscription required).</p>

<p>Susan represents clients in general corporate, taxation, and nonprofit matters. She draws from a diverse background in government, accounting, and law to serve as a holistic business advisor, and strongly believes that tax and corporate advice should be both easy to understand and practical.</p>

<p>Over the past 18 months, Susan has served as lead counsel on several significant M&amp;A transactions, including:</p>

<ul>
	<li>The sale of one of the nation&#39;s largest data analytics firm to a leading digital consulting firm.</li>
	<li>The sale of Dean&#39;s Home Services, a leading provider of plumbing, drain and sewer, and water heater services to over 10,000 customers, to Redwood Services, a home services investment firm. The transaction was complex, structured to allow Dean&#39;s to retain significant minority ownership and continue to operate and manage the business, while Redwood handles the operational, strategic, and financial functions.</li>
	<li>The sale of a top sports camera company to a private equity firm. The deal was valued at approximately $350 million and required multiple stages of restructuring to ensure certain tax benefits. Because the seller remained a 50% owner post-sale, the transaction required significant negotiation of protective provisions.</li>
</ul>

<p>Susan is ranked as a top Minnesota lawyer for corporate/M&amp;A law in&nbsp;<em>Chambers USA</em>.</p>
]]></description>
   <pubDate>Mon, 27 Jan 2025 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/10-questions-for-your-deal-team</link>
   <title><![CDATA[10 Questions for Your Deal Team]]></title>
   <description><![CDATA[<p>The sale of your company will likely represent the largest financial event of your life. Each seller is different and has different goals, and it is important that you have the right team of professionals supporting you in this process. Meeting with multiple professionals and taking the time to make sure they understand your goals will help you maximize your sale value and reduce headaches.</p>

<p>Your deal team should include a mergers &amp; acquisitions (M&amp;A) attorney, CPA, financial advisor, and investment banker. Plan to ask them the following questions:</p>

<p><strong>1. Entire Team:&nbsp;</strong> <em>How many M&amp;A transactions have you participated in over the last year? Have you helped other clients like me sell? What size companies do you represent?</em><br />
You want a team that participates in numerous transactions and that has represented sellers in similarly sized deals. Corporate lawyers who are not experienced in M&amp;A will not know what terms are fair or be able to propose the same variety of solutions.</p>

<p><strong><strong>2. Entire Team:</strong>&nbsp;&nbsp;</strong><em>How will you work with the rest of my sale team?</em><br />
Your team should plan to work cooperatively to avoid duplication of efforts.</p>

<p><strong><strong>3. Entire Team:</strong>&nbsp;&nbsp;</strong><em>What structure will be best for selling my business, and why?</em><br />
An experienced team can compare the positive and negative attributes of various structures.</p>

<p><strong><strong>4. Entire Team:</strong>&nbsp;&nbsp;</strong><em>What post-sale support will you provide?</em><br />
Issues often arise after the deal is done, and you may need additional support related to disputes, transition services, and other post-closing items.</p>

<p><strong><strong>5. CPA:</strong>&nbsp;&nbsp;</strong><em>What will I pay in taxes when I sell?</em><br />
Understanding your after-tax receipts will help you plan for your future. A good team can help you restructure your company in a favorable manner.</p>

<p><strong><strong>6. CPA and Banker:&nbsp;</strong> </strong><em>Do my financial statements appear ready for purchasers to review?</em><br />
Having clean financial statements can help maximize sales price.</p>

<p><strong><strong>7. Banker:</strong></strong>&nbsp;&nbsp;<em>Is the market good for selling my business right now? What multiples are you seeing for businesses like mine?</em><br />
This will help you understand the value of your business and whether it can/should be improved before starting the sales process.</p>

<p><strong><strong>8. Banker:</strong>&nbsp;&nbsp;</strong><em>What will your process be for marketing my business?</em><br />
You want to be assured that your banker will collaborate with you to best position the business for sale.</p>

<p><strong><strong>9. Financial Advisor:</strong>&nbsp;&nbsp;</strong><em>How do the business sale proceeds fit into my retirement plan?</em><br />
Looking ahead will help you plan for a secure financial future.</p>

<p><strong><strong>10. Financial Advisor:</strong>&nbsp;&nbsp;</strong><em>Does my estate plan accommodate my goals after the sale of my business?</em><br />
You may be able to minimize some taxes if your estate plan is updated before a sales process begins.</p>
]]></description>
   <pubDate>Thu, 26 Dec 2024 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/womens-business-summit-presented-by-maslon-and-prosperwell-financial</link>
   <title><![CDATA[Women's Business Summit Presented by Maslon and Prosperwell Financial]]></title>
   <description><![CDATA[<p>Maslon Partner and Corporate &amp; Securities Group Chair <strong>Susan Markey</strong> will take part in a panel discussion on Dec. 5 as part of the Women&#39;s Business Summit presented by Maslon and Prosperwell Financial.</p>

<p>The summit is a complimentary half-day event for women business owners. Susan will serve as a panelist for &quot;Business Exit Strategies to Consider.&quot;</p>

<p>RSVP here: <a href="https://prosperwell.com/event/womens-business-summit/#rsvp-now" target="_blank">Women&#39;s Business Summit.</a></p>

<p><strong>AGENDA</strong></p>

<p>1:30 p.m. |&nbsp;Check in</p>

<p>1:45-1:50 p.m.&nbsp;| Opening Remarks &amp; Introductions</p>

<p>1:50-2:40 p.m. | <strong>Panel 1: Business Exit Strategies to Consider</strong></p>

<p>Panel discussion moderated by Dyanne Ross-Hanson, with panelists Nicole Middendorf, Susan Markey, and Katie Monger.</p>

<ul>
	<li>How early should you begin planning?</li>
	<li>Exit/transition options: Advantages and disadvantages of each</li>
	<li>What&rsquo;s my company worth and ways to increase value prior to a sale</li>
	<li>Role of a CPA, attorney, wealth advisor, and investment banker during a transaction</li>
	<li>What you need to do before the year is over for your business</li>
	<li>Your top questions answered</li>
</ul>

<p>2:40-3:05 p.m. |&nbsp;Networking</p>

<p>3:05-3:55 p.m. | <strong>Panel 2: Your Questions Answered from Women Business Owners: Successful Business Owner Roundtable</strong></p>

<p>Panel discussion moderated by Julie Keyes, with panelists Melanie Porter, Mary Nutting, Lori Bauer, and Hillary Spreizer.</p>

<ul>
	<li>Buying, selling, and growing your business</li>
	<li>Ask your questions of women business owners</li>
	<li>What do you know now that you wish you knew then?</li>
</ul>

<p>3:55-4:00 p.m. | Closing Remarks</p>

<p>4:00-5:00 p.m. |&nbsp;Networking with Refreshments</p>
]]></description>
   <pubDate>Thu, 05 Dec 2024 00:00:00 Z</pubDate>
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   <title><![CDATA[Maslon Welcomes Attorney Matthew Schwandt to the Firm]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce the addition of attorney <strong>Matthew Schwandt</strong> to the firm&#39;s Corporate &amp; Securities Group. Matt is the principal co-founder and board chair of Bauhaus Brew Labs and leverages the experience of successfully running his own business as he returns to private practice. He assists clients with corporate formation and governance issues; negotiates comprehensive commercial contracts, including leases, business equipment loans, and vendor agreements; and guides clients on compliance issues, including considerations for food, beverage, and emerging cannabis businesses in Minnesota.</p>

<p>Matt earned his law degree, <em>cum laude</em>, at the University of St. Thomas School of Law and his bachelor&#39;s from Belmont University in Nashville.</p>
]]></description>
   <pubDate>Tue, 08 Oct 2024 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/katie-eisler-selected-for-minnesota-chamber-of-commerce-leadership-minnesota-program</link>
   <title><![CDATA[Katie Eisler Selected for Minnesota Chamber of Commerce Leadership Minnesota Program]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce that <strong>Katie Eisler</strong>, a partner in the Corporate &amp; Securities Group, has been selected for the 2024-2025 Leadership Minnesota Program of the Minnesota Chamber of Commerce. Leadership Minnesota is an exclusive program in which participants get a behind-the-scenes look at what makes our state&rsquo;s economy tick and learn how public policy crafted at the Capitol impacts the vitality of Minnesota companies.</p>

<p>&quot;I am looking forward to learning more about Minnesota businesses, the challenges they face, and the issues that will shape the future of our state,&quot; Katie said. &quot;I&#39;m especially excited about the visits we will make to businesses throughout the state and the opportunity to talk with industry leaders.&quot;</p>

<p>Katie assists clients across a broad range of corporate and transactional legal needs. She has managed and negotiated complex mergers &amp; acquisitions, corporate reorganizations, buy-sell agreements, and business succession agreements. Her expertise also includes negotiating, drafting, and revising a variety of commercial contracts, with particular focus on technology-related agreements. She ensures clients remain up to date and compliant on data retention, website terms of use, and website privacy policies, and she protects her clients&#39; intellectual property interests in the areas of copyrights and trademark application and management.</p>

<p>Clients also rely on Katie&#39;s expertise in corporate governance issues; she frequently acts as outside general counsel, providing guidance on entity formation, operating agreements, shareholder control agreements, ownership disputes, employment disputes, and the drafting of company policies regarding communications, signing authority, spending authority, and related matters.</p>
]]></description>
   <pubDate>Fri, 13 Sep 2024 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/susan-markey-recognized-among-the-top-women-in-law-by-minnesota-lawyer-for-2024</link>
   <title><![CDATA[Susan Markey Recognized Among the Top Women in Law by <i>Minnesota Lawyer</i> for 2024]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce that Corporate &amp; Securities Group Chair Susan Markey has been recognized among the 2024 Top Women in Law by <em>Minnesota Lawyer</em>. Susan has earned a reputation for providing trusted guidance to clients on general corporate, mergers/acquisitions, taxation, and nonprofit matters. She draws from a diverse background in government, accounting, and law to serve as a holistic business advisor, and strongly believes that legal advice should be both easy to understand and practical. In her nonprofit work, she is passionate about positioning organizations for sustainable long-term success.</p>

<p>Susan&#39;s leadership has brought increasing diversity to the team; 45% of the attorneys in the Corporate &amp; Securities Group are from underrepresented groups; over one-third are women.</p>

<p>Since 2019 Susan has worked on the board of Vision Loss Resources (formerly the Minneapolis and St. Paul Societies for the Blind) and currently serves as secretary. In a recent Instagram post, the organization described Susan this way: &quot;As a valued board member at Vision Loss Resources, she&#39;s not just a legal powerhouse but also a dedicated advocate for a brighter future.&quot;</p>

<p>To learn more, see&nbsp;<a href="https://minnlawyer.com/2024/10/25/2024-top-women-in-law-susan-markey-maslon-llp/">Susan Markey: Top Women in Law.</a></p>

<p></p>
]]></description>
   <pubDate>Thu, 12 Sep 2024 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/introduction-to-ma-engagement-letters-understanding-and-negotiating-key-terms</link>
   <title><![CDATA[Introduction to M&A Engagement Letters: Understanding and Negotiating Key Terms]]></title>
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   <pubDate>Wed, 28 Aug 2024 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/womens-business-summit</link>
   <title><![CDATA[Women's Business Summit]]></title>
   <description><![CDATA[<p>Maslon Partner and Corporate &amp; Securities Group Chair <strong>Susan Markey</strong> will take part in two panel discussions on Aug. 8 as part of the Women&#39;s Business Summit sponsored by ProsperWell with support from Maslon. The summit is a complimentary half-day event for women business owners.</p>

<p>Susan will serve as a panelist for &quot;Business Exit Strategies to Consider&quot; and &quot;Legal &amp; Financial Strategies to Consider.&quot;</p>

<p>For more information or to register, write to <a href="mailto:info@maslon.com">Info@Maslon.com</a>.</p>

<p>Susan represents clients in mergers and acquisitions, general corporate, taxation, and nonprofit matters. She draws from a diverse background in government, accounting, and law to serve as a holistic business advisor, and strongly believes that legal advice should be both easy to understand and practical.</p>
]]></description>
   <pubDate>Thu, 08 Aug 2024 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/maslon-recognized-as-leading-minnesota-firm-in-chambers-usa-guide-2024-steve-schleicher-and-david-suchar-earn-top-rankings</link>
   <title><![CDATA[Maslon Recognized as Leading Minnesota Firm in <i>Chambers USA Guide 2024</i>; Steve Schleicher and David Suchar Earn Top Rankings ]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce its continued ranking as a leading Minnesota firm for Construction, General Commercial Litigation, and Corporate/M&amp;A in the 2024 edition of <em>Chambers USA: America&#39;s Leading Lawyers for Business</em>. Additionally, <strong>David Suchar</strong> was ranked in Band 1 for Construction in Minnesota and <strong>Steve Schleicher</strong> was ranked in Band 1 for Litigation: White-Collar Crime and Government Investigations in the state. Band 1 is the highest-ranking tier.</p>

<p>Also ranked in the new edition of <em>Chambers USA</em>:</p>

<ul>
	<li><strong>Jason Lien</strong> continues to be recognized for Construction in Minnesota, with <strong>Jevon Bindman</strong> newly recognized as an Up and Coming attorney in the same.</li>
	<li><strong>Susan Markey</strong> is newly ranked for Corporate/M&amp;A in Minnesota.</li>
	<li><strong>Jon Septer</strong> is newly ranked for Real Estate in Minnesota.</li>
	<li><strong>Bill Pentelovitch</strong> continues to be recognized as a Senior Statesperson for General Commercial Litigation in Minnesota.</li>
</ul>

<p>The rankings are the result of extensive client interviews and research to assess technical legal ability, client service, business understanding, value, team depth, and other qualities most valued by clients.</p>

<p>To view Maslon&#39;s full Chambers USA rankings, go to: <a href="https://chambers.com/law-firm/maslon-llp-usa-5:65563" target="_blank"><em>Chambers USA Guide 2024</em></a>.</p>

<p><strong>About Chambers and Partners</strong><br />
Since 1969, London-based Chambers and Partners has published world-famous guides to the legal profession. A team of more than 200 editorial and research individuals conducted thousands of one-on-one interviews with in-house counsel and third-party experts for the 2024 edition of <em>Chambers USA: America&#39;s Leading Lawyers for Business</em>.</p>
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   <pubDate>Thu, 06 Jun 2024 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/michael-sampson-and-katie-eisler-to-present-at-2024-business-law-institute-for-minnesota-cle</link>
   <title><![CDATA[Michael Sampson and Katie Eisler to Present at 2024 Business Law Institute for Minnesota CLE]]></title>
   <description><![CDATA[<p><strong>Michael Sampson</strong> and <strong>Katie Eisler</strong> share their expertise at the 2024 Business Law Institute, May 6-7, from Minnesota CLE.</p>

<p>Mike, chair of Maslon&#39;s Estate Planning Group, will present a session May 6 titled &quot;Planning the Exit: Succession in the Family-Held Business.&quot; Also on May 6, Katie, a Corporate &amp; Securities Group partner, teams up with a co-presenter for &quot;Using Earnouts and Rollover Equity to Get the M&amp;A Deal Done.&quot;</p>

<p>For more information or to register, go to <a href="https://www.minncle.org/seminar/1046212401" target="_blank">Minnesota CLE: 2024 Business Law Institute</a>.</p>

<p>Mike focuses on high-end estate and tax planning, estate and trust administration, charitable planning, and business succession planning. He helps his clients focus on what it is they want to accomplish with their wealth. After assisting his clients in identifying their specific wealth planning goals, he works with them and their other professional advisors to develop and implement wealth transfer strategies that are consistent not only with their goals, but also with their cash flow needs and tolerance for risk.</p>

<p>Katie manages and negotiates complex mergers &amp; acquisitions, corporate reorganizations, buy-sell agreements, and business succession agreements. Her expertise also includes negotiating, drafting, and revising a variety of commercial contracts, with particular focus on technology-related agreements.</p>
]]></description>
   <pubDate>Mon, 06 May 2024 00:00:00 Z</pubDate>
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   <title><![CDATA[Terri Krivosha Presents Session on Managing Risk Through Contract Provisions ]]></title>
   <description><![CDATA[<p>Maslon attorney <strong>Terri Krivosha</strong> presents a session on March 21 for Minnesota CLE&#39;s How to Draft Better Contracts seminar. Terri&#39;s presentation, &quot;7 Tips for Drafting Contract Provisions that Manage Risk via Insurance Provisions,&quot; will also be available via online replay on April 9 and April 26 as a part of the overall seminar.</p>

<p>For more information or to register, go to <a href="https://www.minncle.org/seminar/2546542401" target="_blank">Minnesota CLE: How to Draft Better Contracts</a>.</p>

<p>Terri Krivosha is a former partner and now senior counsel and chair of professional development at Maslon. A business attorney and mediator, she enjoys nothing more than helping shareholders, family business owners, and companies buy or sell businesses or solve their legal problems&mdash;the more complicated, the better. As a deal lawyer, rather than a litigator, she is unique among mediators because she brings her many years of experience negotiating deals to the mediation table.</p>
]]></description>
   <pubDate>Thu, 21 Mar 2024 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/maslon-and-finance-commerce-present-seminar-for-business-owners-on-preparing-a-company-for-sale</link>
   <title><![CDATA[Maslon and <i>Finance & Commerce</i> Present Seminar for Business Owners on Preparing a Company for Sale]]></title>
   <description><![CDATA[<p>Maslon attorneys <strong>Susan Markey, Evan Berquist, Katie Eisler,</strong> and <strong>Terri Krivosha</strong> share their expertise on March 6 during a complimentary half-day seminar for business owners on how and when to prepare their company for sale. The event, presented in conjunction with <em>Finance &amp; Commerce</em> at Brookview Golden Valley, also features panelists&nbsp;Thomas&nbsp;Jones of BDO USA, LLP;&nbsp;Cameron Wood of&nbsp;Northborne Partners;&nbsp;Patrick Finn of&nbsp;Lighthouse Management Group;&nbsp;Cory Markling from EisnerAmper; Becky Krieger with Accredited Investors Wealth Management; and Peter Slocum of Bayview Capital Group.</p>

<p>The seminar features two presentations:</p>

<ul>
	<li><strong>Demystifying the Deal:</strong> Business owners may be unfamiliar with the transaction process or simply looking to sharpen their understanding. This panel will provide a roadmap of what should happen before, during, and after the sale of a company.</li>
	<li><strong>Five Ways to Maximize the Value of Your Business for Sale:</strong> Owners&mdash;and potentially their family members, co-investors, and other key stakeholders&mdash;know better than anyone what it has taken to grow their business and the impact that its sale would have on their future. Panelists describe how to help ensure a positive outcome.</li>
</ul>

<p>To register for the event, go to <a href="https://finance-commerce.com/event/finance-commerce-maslon-llp-ma-seminar/" target="_blank">M&amp;A Seminar on Preparing Your Company for Sale</a>.</p>

<p>Susan Markey, a partner and chair of Maslon&#39;s Corporate &amp; Securities Group, represents clients in mergers and acquisitions, general corporate, taxation, and nonprofit matters. She draws from a diverse background in government, accounting, and law to serve as a holistic business advisor, and strongly believes that legal advice should be both easy to understand and practical.</p>

<p>Evan Berquist is a partner in Maslon&#39;s Corporate &amp; Securities Group focusing on mergers and acquisitions, strategic financing transactions, and general corporate and commercial matters. He has a decade of experience in private practice, most recently at an AmLaw100 firm, managing both domestic and international transactions for a wide range of clients.</p>

<p>Katie Eisler, a Corporate &amp; Securities Group partner, manages and negotiates complex mergers &amp; acquisitions, corporate reorganizations, buy-sell agreements, and business succession agreements. Her expertise also includes negotiating, drafting, and revising a variety of commercial contracts, with particular focus on technology-related agreements.</p>

<p>Terri Krivosha is a former partner and now senior counsel and chair of professional development at Maslon. A business attorney and mediator, she enjoys nothing more than helping shareholders, family business owners, and companies buy or sell businesses or solve their legal problems&mdash;the more complicated, the better. Terri loves helping clients and parties to a mediation resolve conflict.</p>
]]></description>
   <pubDate>Wed, 06 Mar 2024 00:00:00 Z</pubDate>
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   <title><![CDATA[Terri Krivosha and Susan Markey Present Webinar on Advising Sellers in the M&A Process]]></title>
   <description><![CDATA[<p><strong>Terri Krivosha</strong>, a partner in Maslon&#39;s Corporate &amp; Securities Group, and <strong>Susan Markey</strong>, a partner and chair of the Corporate &amp; Securities Group, will co-present a Strafford CLE webinar Dec. 6 on advising sellers through the mergers &amp; acquisition process. In &quot;Seller Strategies for Mastering the M&amp;A Process,&quot; they will address initial planning to prepare a business for sale, strategies for preliminary discussions with a buyer as well as negotiating strategies for the transaction documents, how to provide and manage the due diligence process, and key factors to consider post-closing.</p>

<p>For more information or to register, go to: <a href="https://www.straffordpub.com/products/tlj2dghsna" target="_blank">Seller Strategies for Mastering the M&amp;A Process: Initial Planning, Negotiation Process, Post-Closing Matters.</a></p>

<p>Terri, a business attorney and mediator, helps shareholders, family business owners, and companies buy or sell businesses or solve their legal problems. Whether guiding shareholders through a company split, managing a large merger/acquisition for a buyer or a seller, representing family members or business partners in the sale of a long-held business, or helping a company restructure to better align business and goals, Terri brings a time-tested sense of which approaches work and which do not. In her mediation work, Terri brings her many years of experience negotiating deals to the table&mdash;along with her high energy, active listening skills, creativity, and pragmatic approach. <a href="https://maslon.com/webfiles/Terri Krivosha Bio (2).pdf" target="_blank">View her mediation bio here.</a></p>

<p>Susan represents clients in general corporate, taxation, and nonprofit matters. She guides business owners on mergers and acquisitions, business formation, joint ventures, and general corporate matters, while leveraging her tax background to help guide them toward profitable solutions. She also assists clients with a wide array of tax issues, including tax controversies, audits, appeals, planning, and structuring, as well as researching tax law, drafting legal appeals, and memoranda. In addition, she is passionate about working with nonprofit organizations that serve the community, counseling them toward sustainable long-term success.</p>
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   <pubDate>Wed, 06 Dec 2023 00:00:00 Z</pubDate>
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   <title><![CDATA[Terri Krivosha to Present Webinar on Acquiring Family-Owned Businesses]]></title>
   <description><![CDATA[<p><strong>Terri Krivosha</strong>, a partner in Maslon&#39;s Corporate &amp; Securities Group, will co-present a Strafford webinar July 12 on key legal considerations involved in structuring acquisitions of family-owned businesses. The panel will discuss strategies for addressing valuation, conducting due diligence, and evaluating whether to structure the deal as a stock purchase, asset purchase, or purchase of LLC units. The panel will also address transitioning business operations to the new owner and other vital issues.</p>

<p>For more information or to register, go to: <a href="https://www.straffordpub.com/products/tlj2dehnra?utm_campaign=tlj2dehnra&amp;utm_medium=email&amp;utm_content=&amp;utm_source=exacttarget&amp;pid=1081200&amp;trk=2L5MJ1-X9OMZY&amp;mid=279568&amp;rd=sp04" target="_blank">Strafford: Structuring Acquisitions of Family-Owned Businesses</a>.</p>

<p>Terri, a business attorney and mediator, helps shareholders, family business owners, and companies buy or sell businesses or solve their legal problems. Whether guiding shareholders through a company split, managing a large merger/acquisition for a buyer or a seller, representing family members or business partners in the sale of a long-held business, or helping a company restructure to better align business and goals, Terri brings a time-tested sense of which approaches work and which do not. In her mediation work, Terri brings her many years of experience negotiating deals to the table&mdash;along with her high energy, active listening skills, creativity, and pragmatic approach. <a href="/webfiles/Terri%20Krivosha%20Bio%20(2).pdf" target="_blank">View her mediation bio here</a>.</p>
]]></description>
   <pubDate>Wed, 12 Jul 2023 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/maslon-recognized-as-leading-minnesota-firm-in-chambers-usa-2023-steve-schleicher-earns-top-ranking-in-white-collar-crime-and-government-investigations</link>
   <title><![CDATA[Maslon Recognized as Leading Minnesota Firm in <i>Chambers USA 2023</i>; Steve Schleicher Earns Top Ranking in White-Collar Crime and Government Investigations]]></title>
   <description><![CDATA[<p>Maslon is pleased to announce its continued ranking as a leading Minnesota firm for Construction, General Commercial Litigation, and Corporate/M&amp;A in the 2023 edition of <em>Chambers USA: America&#39;s Leading Lawyers for Business</em>. Additionally, Partner <strong>Steve Schleicher</strong> has earned recognition in Band 1, the highest ranking tier, for Litigation: White-Collar Crime and Government Investigations. Only four other Minnesota attorneys share a Band 1 recognition in that practice area.</p>

<p>The new edition of <em>Chambers USA</em> also highlights the work of <strong>David Suchar</strong> and <strong>Jason Lien</strong>, ranked in Construction; as well as Of Counsel Attorneys <strong>Martin Rosenbaum</strong>, ranked in Corporate/M&amp;A, and <strong>Bill Pentelovitch</strong>, recognized as a Senior Statesperson for General Commercial Litigation. Jason moved up in the rankings for 2023; he and David are among only 12 Minnesota attorneys in the two top bands for Construction.</p>

<p>The rankings are the result of extensive client interviews and research to assess technical legal ability, client service, business understanding, value, team depth, and other qualities most valued by clients.</p>

<p>To summarize, rankings from the 2023 edition of <em>Chambers USA</em>&nbsp;are as follows:</p>

<p><strong>Litigation: White-Collar Crime and Government Investigations</strong></p>

<p><em>Attorney Steve Schleicher Ranked in Minnesota</em></p>

<p><strong>Construction</strong></p>

<p><em>Firm, Attorneys David Suchar and Jason Lien Ranked in Minnesota</em></p>

<p><strong>Litigation: General Commercial</strong></p>

<p><em>Firm Ranked in Minnesota; Bill Pentelovitch Named a Senior Statesperson</em></p>

<p><strong>Corporate/M&amp;A</strong></p>

<p><em>Firm, Attorney Martin Rosenbaum Ranked in Minnesota</em></p>

<p>To view Maslon&#39;s full <em>Chambers USA</em> rankings, go to: <a href="https://chambers.com/law-firm/maslon-llp-usa-5:65563" target="_blank">Chambers USA 2023</a>.</p>

<p><strong>About Chambers and Partners</strong><br />
Since 1969, London-based Chambers and Partners has published world-famous guides to the legal profession. A team of more than 200 editorial and research individuals conducted thousands of one-on-one interviews with in-house counsel and third-party experts for the 2023 edition of <em>Chambers USA: America&#39;s Leading Lawyers for Business</em>.</p>
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   <pubDate>Thu, 01 Jun 2023 00:00:00 Z</pubDate>
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   <link>https://www.maslon.com/terri-krivosha-to-present-on-advanced-contract-drafting-at-minnesota-cles-2023-business-law-institute</link>
   <title><![CDATA[Terri Krivosha to Present on Advanced Contract Drafting at Minnesota CLE's 2023 Business Law Institute]]></title>
   <description><![CDATA[<p><strong>Terri Krivosha</strong>, a partner in Maslon&#39;s Corporate &amp; Securities Group, will present a session May 2 as part of the 2023 Business Law Institute for Minnesota CLE. In &quot;Advanced Contract Drafting &ndash; 7 Tips for Drafting Contract Provisions that Manage Risk via Insurance Provisions,&quot; Terri advises on how insurance products and succinct drafting can mitigate contract risk, regardless of the side of the contract one is representing. She will also provide hands-on examples of contract provisions and additional insights regarding negotiations gleaned from her many years of practice.</p>

<p>For more information or to register, go to: <a href="https://www.minncle.org/seminar/1043072301" target="_blank">Minnesota CLE 2023 Business Law Institute</a>.</p>

<p>Terri, a business attorney and mediator, helps shareholders, family business owners, and companies buy or sell businesses or solve their legal problems. Whether guiding shareholders through a company split, managing a large merger/acquisition for a buyer or a seller, representing family members or business partners in the sale of a long-held business, or helping a company restructure to better align business and goals, Terri brings a time-tested sense of which approaches work and which do not. In her mediation work, Terri brings her many years of experience negotiating deals to the table&mdash;along with her high energy, active listening skills, creativity, and pragmatic approach. <a href="/webfiles/Terri%20Krivosha%20Bio%20(2).pdf" target="_blank">View her mediation bio here</a>.</p>
]]></description>
   <pubDate>Tue, 02 May 2023 00:00:00 Z</pubDate>
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