Experience
Construction Company Divestiture
Represented the founders of a Colorado construction company in the divestiture of the business to a top-5 Canadian contractor in a cross-border transaction.
Advised Missouri Medical Marijuana Licensees in M&A and Reorganization Transactions
Led and closed transactions involving stock sales, asset sales, license transfers and other reorganizations contingent on and subject to significant regulatory requirements and conditions of the Missouri Department of Health and Senior Services. These involved both seller and acquisition-side efforts for 10 different medical marijuana licensee clients.
$137.25 Million Asset Sale for Independent Insurance Broker
Represented a large independent insurance broker in the sale of assets in exchange for cash and equity consideration valued at up to $137.25 million.
Defense Counsel for Mobile Advertising Platform Developer and Directors in Delaware Chancery Court
Served as defense counsel for a mobile advertising platform developer and its former directors in a Delaware Chancery Court action alleging breach of fiduciary duty and disclosure violations arising out of an M&A transaction.
Multimillion-Dollar Private Offering and Controlling Interest Acquisition in Franchisor
Represented a group of investors in a multimillion-dollar private offering and acquisition of a controlling interest in a leading U.S. dog daycare franchisor. Handled investment documentation for private offering by buyer entity, operative documents for the acquisition, and conduct of due diligence.
Defense Counsel in Multimillion-Dollar Hostile Takeover Bid and Related Prosecution
Defended founders of privately held aviation industry business in multimillion-dollar hostile takeover bid and in prosecuting claims related to the takeover attempts.
Defense of Buyer in Earn-Out Dispute
Defended buyer in earn-out dispute under a stock purchase agreement to acquire a technology company.
Representation of Departing Company Founder in Protracted Negotiations
Represented departing company founder in protracted negotiations pursuant to buy-sell provision.
Representation of Departing Founder in Contract Dispute
Represented departing founder in contract dispute concerning stock buyout pricing under a buy-sell agreement.
Acquisition of Transportation Services Company
Counsel to buyer in the acquisition of a transportation services company in a carve-out transaction. The transaction achieved the client's goals of expanding to several key locations in the Minneapolis-St. Paul metropolitan area and establishing key strategic partnerships with regional customers.
Acquisition of Digital Giving Platform
Represented an information management and payment services client in the acquisition of a digital charitable giving platform, which allows users to make donations to faith-based and nonprofit organizations through multiple channels including a mobile app, donation by text, and at kiosks.
$55 Million Sale of Advertising Company
$55 million sale of advertising company to public company. The asset sale transaction involved the sale of rights in over 400 locations in four states, the transfer of over 1,000 advertising contracts, and the sale of two commercial buildings. The team helped the client navigate various corporate governance issues and achieve its goal of selling the business.
Multimillion-Dollar Sale of Family Pharmacy
Represented a family pharmacy that specialized in compounding, human fertility drugs and hormone replacement therapy. The buyer's tax structure required us to complete a tax-free reorganization of the client's business prior to closing. The transaction also involved complicated tax and dividend issues regarding the majority shareholder's redemption of shares in the holding company that owned the pharmacy prior to closing.
International Divestiture for Diversified Private Client
Represented diversified private company in a multimillion-dollar divestiture of its travel gear distribution business. This transaction involved lengthy negotiations with an overseas buyer and allowed our client to achieve its goal of exiting the travel gear business to further focus on its unrelated core business.
$95 Million Sale of Health Care Financing Company
Served as lead counsel to the seller in the sale of a health care financing company with an enterprise value of approximately $95 million. The sale was to a private-equity-backed purchaser and involved a post-closing transition period for state licensing issues.
$850 Million Pet Food Industry Reorganization
Represented acquiring and acquired persons in an $850 million reorganization in the pet food industry.
Obtained Summary Judgment for Publicly Traded Live Event Producer
Obtained summary judgment for a publicly traded producer of live events where the primary issue was whether our client, who recently purchased the assets – but not the stock – of a local live event production company, was bound by the arbitration provision in a contract between the local company and the opponent. The asset purchase agreement specifically excluded the contract containing the arbitration provision. The opponent argued that the asset sale was a de facto merger so the contractual exclusion did not apply. The Court rejected that argument and adopted our argument holding, among other things, that the terms of the asset purchase agreement governed.
Acquisition and Financing for Testing and Inspection Client
Represented client in its acquisition of the elevator inspection portfolio of a Colorado-based company and handled financing for the transaction, which involved the client exchanging equity with the seller and entering into a long-term joint venture. The acquisition expands the client’s market to other states including Colorado, Arizona and Louisiana.
$14 Million Purchase of Car Rental Company
Represented client in acquisition of a family-owned car rental company with nine locations, expanding the client's presence in the Milwaukee, Wisconsin market.
$25 Million Sale of OTC Pharmaceutical Manufacturing Assets
Represented large, privately held client in $25 million asset sale of over-the-counter pharmaceutical manufacturing business and supplier to major nutraceutical, pharmaceutical and food brands.
$83 Million Equity Purchase for Manufacturing Client
Represented manufacturer in $83 million equity purchase of hydraulic lift component manufacturing company.
Acquisition of 143-Bed Hospital
Represented client in acquisition of 143-bed hospital in St. Louis, Missouri. The representation included issues related to regulatory compliance, licensure, real estate, ongoing corporate governance, tax, employment law and integration of medical staffs.
Developed, Executed Patent Filing Strategy Central to Multimillion-Dollar Acquisition for Client
Developed and executed patent filing strategy resulting in patent family that was central to multimillion-dollar acquisition by large, publicly traded fluidics systems and specialty engineered products company.
Local Counsel on Multibillion-Dollar Merger
Acted as local counsel on multibillion-dollar merger of two publicly traded international organizations.
Multimillion-Dollar Sale of Supplement Retailer
Assisted client with eight-figure sale of supplement retailer that operates through large online platform. Transaction included multimillion-dollar cash purchase price and purchaser stock components for seller.
Successfully Defended Packaging Company in Breach of Contract Case Following Acquisition
Successfully defended a packaging company against the alleged breach of a supply agreement entered into following the acquisition of a plastics manufacturing business from the plaintiff. Following the sale, the plaintiff continued to sell a specialty product, which would be manufactured by our client, and sought return of certain equipment used for its production. The suit was filed in state court in North Carolina, removed to federal court in North Carolina, then further transferred to U.S. District Court for the Eastern District of Missouri. Our client filed counterclaims and third-party claims for fraud in connection with the supply agreement. Our client filed a separate action for fraud in connection with the sale of the plastics manufacturing business against the plaintiff and its principals in U.S. District Court for the District of Delaware. All claims were resolved after mediation for a nominal payment and non-monetary terms.
Bank Acquisition by Mortgage Company
Represented the owner of a mortgage company in its purchase of a distressed community bank in the first acquisition of its kind involving a mortgage company. In order for the purchase to occur, the client had to undergo a corporate reorganization and establish a holding company to own the mortgage company and purchase the bank. As part of the transaction, we were able to gain approval from the Federal Reserve and other bank regulators to allow the client to gradually fold its mortgage operations into the bank over time.
Bank Acquisition with Complicated Regulatory Approval
Represented a banking corporation in its acquisition by a bank holding company after two prior attempts to sell the bank had failed due to regulatory issues. The transaction involved a complicated approval process that included negotiating a consent order with the Federal Reserve. Both the consent order and sale had to be approved by the Federal Reserve Board.
Sale of Private Contract Manufacturer
Represented a privately held contract manufacturer in its acquisition by a diversified holding company, including due diligence and disclosure matters, employee benefits, environmental and tax considerations.
$1 Billion-Plus FTC-Mandated Divestiture for Global Animal Health Company
Served as outside company counsel to a global animal health pharmaceutical company in two simultaneous divestitures valued in excess of $1 billion to comply with mandated sale from antitrust authorities in connection with a larger acquisition. Led the team to conduct sell-side diligence, prepare the legal virtual data room for the auction, and support the preparation and negotiation of the sale documents, carve-out agreements, and disclosure schedules.
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