An excellent negotiator, Steve wastes no time in getting down to business and is resourceful in finding solutions to a range of problems.

Overview

Steve has a strong reputation in M&A, securities and international transactions, offering a rare combination of excellence and value who presents well to boards. Steve represents clients across the United States in mergers and acquisitions, ESOPs, REITs, securities regulation, securities offerings, international transactions and financing matters. He uses his deep background in law, finance, accounting and project management to complete his clients' most strategically important and challenging assignments.

Steve's M&A experience includes cross-border transactions, asset purchases, public and private mergers and tender offers. He is adept at private placements, initial public offerings, high-yield offerings, investment grade debt, securitizations and international offerings by foreign private issuers. He counsels clients on SEC reporting matters, advises boards of directors in corporate governance and liability issues and works with litigation teams defending officers and directors.

Experience

Steeped in the legal and financial challenges of REIT transactions, Steve represented Two Harbors Investment Corp. (NYSE: TWO), a mortgage REIT, in public offerings of stock, preferred stock and convertible and spin-off transactions.

Steve’s experience with transactions across a broad range of industrial and services industries includes representations of G&K Services, Inc. (NASDAQ: GK), Enventis Corporation (NASDAQ: ENVE) and other publicly- and privately-held companies in M&A transactions.

Steve helps technology companies evolve and grow, closing mission-critical offerings of stock and subordinated convertible notes, sales, acquisitions, purchases and tender offers, for clients such as LodgeNet Interactive Corporation (NASDAQ: LNET) and Computer Network Technology (NASDAQ: CMNT).

Steve represented Canadian Pacific Railway Limited (NYSE: CP) in industry-changing corporate transactions including sales, acquisitions and divestitures covering multiple states.

Steve represents public clients in M&A transactions, including evaluating unsolicited offers and activist investor defense.

Steve created the highly respected Dodd-Frank blog, which attracts readers worldwide and has garnered national, local and industry interviews including The Wall Street Journal, Finance & Commerce and the Minneapolis Star Tribune.

News & Insights

News

Speaking Engagements

"Navigating the SEC Regulatory Maze: Current Issues of Importance to Board Members and Corporate Counsel," Minnesota Association for Corporate Counsel (ACC), 2017

"Dealing with Activist Investors," Sponsored by the Minnesota Association of Corporate Counsel (ACC), 2016

"Tools and Tip: The New Minnesota Limited Liability Company Act," Sponsored by Minnesota CLE, 2015

Publications

"Smaller Reporting Companies and XBRL," Harvard Law School Forum on Corporate Governance and Financial Regulation, 2018

"Considerations for the 2019 Proxy Season," Law360, 2018

"#MeToo Clauses Being Added to Merger Agreements," Deal Lawyers, 2018

"Minnesota Revises its Business Organization Statutes," Bench & Bar of Minnesota, 2018

"SEC Nixes 1940 Act of Registration of Cryptocurrency-Related Funds for Now," American Bar Association Business Law Today, 2018

"Initial coin offerings: The future or the next major fraud?," StarTribune, 2017

"Treasury Issues Plan to Streamline Capital Markets Regulation," American Bar Association Business Law Today, 2017

"Steps To Take As SEC Approves Audit Reporting Changes," Law360, 2017

"Impact of the New Revenue Recognition Standard on M&A," Law360, 2017

"Planning For 2018 Proxy Season: Some Considerations," Law360, 2017

"Revenue Recognition Representations: Impact of FASBs New Standard," Deal Lawyers, 2017

"Working Capital True Up is not an End Run around Liability Bar," Law360, 2017

"Legislation holds clues to what will replace Dodd-Frank," StarTribune, 2016

"Bitcoin block chain technology to revolutionize financial services," StarTribune, 2016

"Universal Proxy: Not Exactly 'Shareholder Democracy'," Law360, 2016

"Social Media Use in M&A: Trends and Challenges," Law360, 2015

Recognitions

Recognitions

Regularly listed in the Chambers USA Guide to America’s Leading Lawyers for Business

Named Top Author 2018 (Mergers & Acquisitions and Securities categories) for JD Supra Readers' Choice Award

Named Top Author 2017 (Banking and Financial Services, Investment Management and Dodd-Frank categories) for JD Supra Readers' Choice Award

Named Top Author 2016 (Dodd-Frank category) for JD Supra Readers' Choice Award

Professional & Civic Activities

Professional & Civic Activities

American Bar Association

Minnesota State Bar Association

Minnesota Business Corporation Committee, Vice Chairman

Admissions

  • New York
  • District of Columbia
  • Minnesota
  • Colorado

Education

University of Utah College of Law, J.D., 1990

  • Order of the Coif

University of Utah, B.S., Accounting, 1982

University of Utah, B.S., Finance, 1982

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