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I know how to bring structure to a transaction, which means paying attention to the right details and getting everyone from point A to point B. I enjoy stepping in to organize action steps to help clients efficiently and effectively realize value and avoid mistakes and delays.
—Michele D. Vaillancourt
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Michele D. Vaillancourt

p (612) 604-6681   f (612) 604-6881 
William Mitchell College of Law, J.D., cum laude, 1981
University of Minnesota, B.A., summa cum laude, 1977
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Michele D. Vaillancourt is continuing to build the corporate law practice at Winthrop & Weinstine, P.A., by representing issuers (public and private), investors, and underwriters/selling agents in securities and finance transactions. Her areas of concentration are securities and corporate finance, mergers and acquisitions, both in the U.S. and cross border. This includes preparing and negotiating merger and acquisition agreements, preparing registration statements and other disclosure documents, conducting due diligence and preparing underwriting documents, periodic reports and proxy materials. Michele chairs the Emerging Companies & Entrepreneurial Services group. She was the first full-time securities attorney at the firm in 1981 and has been a shareholder since 1987.

Michele serves as outside general counsel to a number of public and privately held companies, particularly in technology and including medical technology. She also represents clients in general corporate litigation, including shareholder disputes and securities fraud cases as well as employment disputes and contractual disputes.

Over the years, Michele has advocated for women attorneys through her involvement and leadership in several professional associations. She also serves as chair of the firm’s Associate Review Committee. Her pro bono work includes serving as outside general counsel to the Working Family Resource Center since 2006 and as outside general counsel for the National Council on Family Relations since 2010. She is also outside general counsel for the Buck Hill Ski Racing Club, an internationally recognized source of World Cup talent, and serves the sport as a USSA-licensed race official.

Bar Admissions
Minnesota, 1981

Representative Cases & Transactions
  • Represented Bremer Financial Corporation, with $8.7 billion in loans and other investments, in its acquisition of Eastwood Bank in Rochester, Minnesota, which had $675 million in assets.  The transaction closed in January 2015.  
  • Represented a newly-formed Delaware limited liability company and related entities in its $8.0 million private placement of equity to finance the acquisition of an apartment complex located in Dallas, Texas.  The transaction closed in January 2015.  
  • Represented Bremer Financial Corporation in its private placement of $100 million of its Subordinated Notes.  The transaction closed in December 2014.  
  • Represented a group of shareholders, including directors, of a Minnesota bank holding company in its offer to purchase $14.4 million of stock from the holding company’s other shareholders in a tender offer to which Regulation 14E under the Securities Exchange Act of 1934 applied and which qualified as a “control share acquisition” under Section 302A.671 of the Minnesota Statutes.  The transaction closed in September 2014. 
  • Represented The Business Bank, with $229 million in assets, in its acquisition by Bell State Bank & Trust, with assets of $2.5 billion.  The transaction closed in April 2013.
  • Represented a U.S., publicly held provider of software-based, computer-enabled detection products and solutions for the intelligent transportation systems (ITS) industry in the acquisition of the stock of privately held, U.K.-based developer and marketer of automatic license plate reading technology. The acquisition closed in June 2010.
  • Represented a U.S. publicly held company in the ITS industry in a follow-on public offering of its common stock in April 2010.
  • Negotiated a merger between client MathStar, Inc., a publicly held company, and a privately held global languages translation solutions provider, which closed in February 2010.
  • Represented a privately held company in its acquisition by BMC Software Inc., one of the world’s largest software vendors, which closed in August 2009.
  • Represented a U.S. publicly held company in the ITS industry in its acquisition of a privately held, Canada-based developer and provider of radar-based detection solutions in the ITS industry.
  • Represented a U.S. publicly held provider of advanced visualization and image analysis solutions, for use by medical professionals in clinical analysis and therapy planning for medical conditions, in a follow-on public offering of its common stock. The transaction closed in November 2006.

Community Involvement
  • Lifetrack Resources, Inc.
    • Board of Directors, 2014-Present
    • Secretary of the Board of Directors, 2015
  • American Bar Association
  • Minnesota State Bar Association
    • Chair of Women in the Legal Profession Committee, 1994-1996
  • Hennepin County Bar Association
    • Chair of the Securities Committee, 1995-1997
  • Ramsey County Bar Association
  • Minnesota Women Lawyers
    • Member of Board of Directors, 1993-1995
  • Women Lawyers Alliance
  • English Advisory Board, University of Minnesota
  • Winthrop & Weinstine Associate Review Committee
    • Chair and Associate Mentor

Honors & Awards
  • The Best Lawyers in America©
    • Corporate Law, 2016-2018
    • Mergers & Acquisitions Law, 2018
  • “Top Women in Finance,” Circle of Excellence, Finance and Commerce, 2008 and 2012 (view PDF)
  • Alumni of Notable Achievement, University of Minnesota College of Liberal Arts, 2008
  • Minnesota Super Lawyers®, 2008, 2011-2017
  • Ranked as “AV Preeminent” in LexisNexis Martindale-Hubbell’s peer review ratings
  • University Freshmen Women’s Scholarship
  • Anna M. Kuhl Scholarship
  • Captain Dewitt Jennings Payne and Moses Marston awards from the English Department

Articles & Presentations
Qtd. Bjorhus, Jennifer. "Twin Cities group sues MathStar investor." Star Tribune 15 Oct. 2009.

Author. "Top 10 Legal Tips."  Upsize Growth Challenge. 13 June 2006.

Frequent speaker, panel participant and facilitator. Minnesota State Bar Association. Securities and Corporate Law.


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