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Michele D. Vaillancourt

Shareholder
p (612) 604-6681   f (612) 604-6881  mvaillancourt@winthrop.com
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 a senior securities shareholder. Her areas of concentration are securities and corporate finance, mergers and acquisitions. She is primarily responsible for securities transactions, securities offerings, and securities law compliance. Michele focuses on representing issuers (public and private), investors, and underwriters/selling agents in securities and finance transactions, including preparing registration statements and other disclosure documents under the Securities Act of 1933 and the Securities Exchange Act of 1934, filings and negotiations with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and Blue Sky law authorities, and preparing underwriting documents, periodic and other reports and proxy materials. Michele’s other areas of practice include representing public and private acquiring companies and targets in mergers and acquisitions, including preparing and negotiating merger and acquisition agreements and related documents and preparing and filing registration statements and proxy and tender offer materials. She serves as general counsel to public and private companies and is a frequent speaker, panel participant and facilitator at MSBA-sponsored seminars in the areas of securities and corporate law.

Bar Admissions
Minnesota, 1981


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

"Corporate Governance Measures for Non-Public Companies," Business Week (July 26, 2004)

"The SEC’s Financing of America’s Growth," MSBA Business Law Section News, Vol. X, No. 3 (November 1992)

"Reves v. Ernst & Young: When is a Note a Security? The Rejection by the U.S. Supreme Court of the Application of the Howey Test to Determine Whether a Promissory Note is a Security," MSBA Business Law Section News, Vol. VIII, No. 2 (June 1990)

"The Minnesota Court of Appeals’ Decision in Davis v. Midwest Discount Securities, Inc.: Brokers’ Fraudulent Misrepresentations,Negligence, Conversion and Fiduciary Duty in the Context of Stock Margin Accounts," MSBA Business Law Section News, Vol. VII, No. 3 (September 1989)


The U.S. Supreme Court’s Decision in Basic Incorporated v. Levinson - Materiality and Reliance in Rule 10b-5 Cases, MSBA Business Law Section News, Vol. VII, No. 1 (May 1989)

"Top 10 Legal Tips," Upsize Growth Challenge (June 13, 2006)
 

Honors & Awards
  • "Top Women in Finance," Finance and Commerce, 2008
  • Alumni of Notable Achievement, University of Minnesota College of Liberal Arts, 2008
  • Super Lawyers®, Minnesota Law & Politics, 2008
  • University Freshmen Women’s Scholarship
  • Anna M. Kuhl Scholarship
  • Captain Dewitt Jennings Payne and Moses Marston awards from the English Department
 
Community
Professional Associations & Memberships
  • Women Lawyers Alliance
  • English Advisory Board, University of Minnesota
  • American Bar Association
  • Minnesota State Bar Association
    • Served on Committee on Women in the Legal Profession (Chair from 1994-1996)
  • Minnesota Women Lawyers
    • Board of Directors, 1993-1995
  • Hennepin County Bar Association
    • Chair of the Securities Committee, 1995-1997
  • Ramsey County Bar Association
 
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