Administrative Contact:Mary Kay BoothP /612.604.6315E /firstname.lastname@example.org
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 and passion that my clients have for their businesses is contagious.
Outside of work, I love being outdoors and travelling the world. 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 private placement securities offerings, conducting due diligence in mergers and acquisitions, and forming and dissolving limited liability companies and corporations.
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 Securities Exchange Commission, Form D and state securities notices.
Prepare 1934 Securities Act filings such as Form 8-K filings and Section 16 filings.
Compliance with federal and state securities laws, including registration with appropriate regulatory bodies.
Draft stock transfer documents and issue stock certificates for corporations.
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.
Related Representative Matters
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.
Form companies, including advice regarding choice of entity and related structuring matters.
Draft written actions and resolutions for governing boards, shareholders, and members of entities.
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.
Create and dissolve professional limited liability dental entities and file professional firm filings with the Minnesota Board of Dentistry.
Draft and amend corporate bylaws, member control agreements, and operating agreements for various entities.
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.
Represent tax-exempt organizations, including formation, governance and application for tax-exempt status with the Internal Revenue Service, as well as dissolution.
Prepare foreign limited liability company and corporation registration forms and trade name registration forms.
Research and advise brewery clients regarding beer distribution, sampling, donation, and advertising regulations in various states.
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.
Draft corporate redemption and leveraged employee stock ownership plan transaction documents.
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.
Revise and update employee handbooks according to federal, state and local law.
Ensure company compliance with federal and state wage and hour laws.
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
Communications sent to Winthrop & Weinstine via e-mail may not be secure, do not create an attorney/client relationship, are not and should not be considered to be confidential and may not be protected by attorney/client privilege. We will not take any action in response to your e-mail unless and until we have expressly agreed to be engaged by you, which is typically done in writing. If you are looking for legal representation, you should contact us by phone.
If you understand and agree with these terms, please click on the "I Agree" button to send us an email. Otherwise, please click "Cancel."