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225 South Sixth Street | Minneapolis, MN 55402
Main:(612) 604-6400 | Fax:(612) 604-6800
www.winthrop.com |  A Professional Association
 
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

Shareholder
p (612) 604-6681   f (612) 604-6881 
Education
William Mitchell College of Law, J.D., cum laude, 1981
University of Minnesota, B.A., summa cum laude, 1977
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Experience
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 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
  • 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
  • “Top Women in Finance,” Finance and Commerce, 2008
  • Alumni of Notable Achievement, University of Minnesota College of Liberal Arts, 2008
  • Minnesota Super Lawyers®, 2008, 2011 
  • 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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