University of Minnesota Law School, J.D., cum laude, 2017
Managing Editor, Minnesota Law Review
CCO, Business Law Association
Business Law Concentration
University of Wisconsin-Eau Claire, B.A., Organizational Communication & Business Management, summa cum laude, 2014
Business Leadership Studies Certificate
I work closely with clients to understand their businesses and enjoy handling all aspects of a transaction, to ensure each piece of the puzzle fits together and the transaction as a whole is right for my client. I particularly enjoy working with start-up companies and drafting securities offerings for smaller businesses; the excitement that my clients have for their businesses is contagious. During undergraduate school, I was a marketing intern for the Eau Claire Sport Warehouse, a start-up exercise facility, where I discovered my passion for working with smaller companies.
Outside of work, I love being outdoors and traveling the world. I have visited six continents and almost fifty countries. I plan to visit each of the Seven Wonders of the World, all 50 U.S. states and all seven continents. My favorite season is the summer, when I can go boating and hiking. I don’t like the extreme cold, but I try to appreciate it by skiing and ice skating.
Practicing Securities & Corporate Finance
I represent clients in securities and corporate finance, and have experience executing securities offerings, preparing public filings for the Securities Exchange Commission, and forming and dissolving limited liability companies and corporations.
Represented a non-traded public real estate investment trust with a registered offering, a stock offering, a secondary stock offering, a private placement offering, issuer dealer registration, and state registration of a dividend reinvestment plan.
Represented a real estate investment, management, and development firm in connection with private offerings in aggregate amount of greater than $250 million of preferred equity.
Represented a medical device company in connection with a private offering of greater than $5 million of convertible debt.
Represented a national banking association in filing for Municipal Advisor license with the Securities Exchange Commission and Municipal Securities Rulemaking Board.
Manage all aspects involved in the private placement of securities for debt and equity, including preparing offering circulars that comply with Section 4(2), Regulation D and Regulation A requirements; complying with Rule 10b-5 and Blue Sky laws; drafting private placement memoranda, investor questionnaires, subscription agreements and related documentation; and disclosure filings for the Securities Exchange Commission, Form D and state securities notices.
Prepare 1934 Securities Act filings such as Form 8-K, Form 10-K, Form 10-Q, and Section 16 filings.
File renewal documents with the Financial Industry Regulatory Authority.
Compliance with federal and state securities laws, including registration with appropriate regulatory bodies.
Related Representative Matters
Form limited liability companies by drafting articles of organization and limited liability company operating agreements for multi-member and single-member companies, whether manager-managed, board-managed, or member-managed.
Advise regarding choice of entity and related structuring matters.
Draft and amend corporate bylaws, member control agreements, and operating agreements for various entities.
Create and dissolve professional limited liability dental entities and file professional firm filings with the Minnesota Board of Dentistry.
Draft membership interest assignment documents, membership purchase interest agreements, written actions approving distribution and membership assignments, contribution agreements, and amendments with revised ownership interests for limited liability companies.
Draft stock transfer documents and issue stock certificates for corporations.
Prepare foreign limited liability company and corporation registration forms and trade name registration forms.
Draft written actions and resolutions for governing boards, shareholders, and members of entities.
Represent tax-exempt organizations, including formation, governance and application for tax-exempt status with the Internal Revenue Service, as well as dissolution.
Research and draft memorandum regarding qualification for exclusion of gain from the sale of qualified small business stock pursuant to Section 1202 of the Internal Revenue Code.
Mergers & Acquisitions
Conduct due diligence for company buyers and sellers by reviewing and summarizing agreements.
Complete disclosure schedules for purchase agreements.
Review lease agreements for relevant information in mergers and acquisitions.
Practicing Employee Benefits
I represent clients in employee benefits and employment law, and have experience completing employment stock ownership trust and plan documents with accompanying Internal Revenue Service filings, and drafting and revising employee handbooks.
Represented a toll processing and research and development company focused on particle technology in connection with a corporate reorganization, redemption and leveraged employee stock ownership plan transaction and refinancing of $40 million.
Represented a specialized equipment manufacturer in connection with a corporate redemption and leveraged employee stock ownership plan transaction and refinancing of $10 million.
Prepare employee stock ownership plan and trust filings for the Internal Revenue Service, including initial qualification and termination.
Revise stock option and incentive plans for company executives.
Update and terminate qualified retirement plans and phantom stock plans.
Prepare and tally plan participant votes for termination of employee benefit pension plans.
Draft disclosure schedules and revise representations and warranties for employee benefits for mergers and acquisitions.
Related Representative Matters
Draft and update employee handbooks according to federal, state and local law.
Ensure company compliance with federal and state wage and hour laws.
Create employer hiring packet, including drafted offer letters, relevant notices to employees, and other required hiring documents.
Review Form I-9s for errors to decrease employer penalty from Department of Labor.
Determine whether the Worker Adjustment and Retraining Notification Act applies to certain employer layoffs at the federal and state level.
Also experienced in
Mergers & Acquisitions
Honors & Awards
MSBA North Star Lawyer
Pro Bono Service, 2018
Associations & Memberships
Golden Key International Honour Society at University of Minnesota
Primary Advisor, May 2017-Present
The ESOP Association
ESOP Professionals Women in ESOPs
Minnesota State Bar Association
Business Law Section
Hennepin County Bar Association
New Lawyers Section Membership Engagement Director, 2018-present
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