Brett M. Larson

• Led over 50 merger and acquisition transactions in 2019 and 2020 ranging from $5MM-$500MM in enterprise value across industries including: manufacturing, consumer products, retail franchise operations, retail goods and services, publishing, SAAS, medical practice, hospitality, technology consulting,  outsourced HR services, construction services (residential and commercial), FDA regulated food products and IOT Technology.  Specific relevant experiences includes:
• Represented owner of retail franchise operations in sale of three US markets to private equity backed roll-up and separate sale of two markets to franchisor.
• Represented house of brands in sale of consumer products line and purchase of a separate consumer products line both transactions involving strategic buyers/sellers.
• Represented seller of large family owned chain of retail home improvement stores in the Midwestern United States including corporate transactional and tax planning representation.

• Represented French company as lead U.S. counsel in a $500 million acquisition of another French company and its New York subsidiary.

• Represented multiple dermatology and surgical practices in selling practices ranging from $20MM-$30MM.

• Represents a $4 billion growth-fund in all mergers and acquisitions across the United States.

• Represents international medical device and biotech company in negotiating and managing business transactions, equity funding transactions and corporate organizational matters domestically and in Germany, France, and the United Kingdom.

• Represents international biotech company in negotiating and managing business transactions, equity funding transactions and corporate organizational matters, domestically and in Singapore, India, Hong Kong, South Korea, and China.

• Represents international software company in negotiating and managing business transactions and corporate organizational matters domestically and in Australia, Austria, Germany, France, and the United Kingdom, including software development agreements, EULAs, SAAS license agreements and supply agreements.

• Represents Minnesota based manufacturer of water systems, and industrial and commercial cleaning and sanitizing equipment, in negotiating and managing business transactions, equity funding transactions and corporate organizational matter, domestically and in Germany, Holland, and the United Kingdom.

• Represents large Minnesota-based machinery manufacturer in negotiating and managing business transactions, domestically and in Germany.

• Represented owners in tax planning related to $84 million sale of anesthesiology practice.

• Represented as corporate counsel multiple medical clinics, practice groups and physicians related to succession planning and general corporate transactions.

• Represented family practice group in recapitalization transaction with one of the largest HMOs in the country.

• Represented medical device company in reverse inversion transaction, reorganizing the company for regulatory, tax and investor purposes from a one-entity structure to a five-entity structure across three countries, including a joint venture with the University of Wisconsin and $50 million equity funding transaction.

• Represented biotech company in an inversion transaction, reorganizing the company for regulatory, tax and investor purposes, from a one-entity structure to a seven-entity structure across six countries, including a $25 million equity funding transaction.

Publications 

• Co-Author, “The Big Question: Back to the Office?” – Bench & Bar Minnesota, July 2020
• Author, “Stay Home Minnesota: How is your business affected?” – Messerli Kramer, March 2020
• Co-Author, “Guidance for COVID-19 Business Disruption” – Messerli Kramer, March 2020

• Co-Author, “CRTs: A Powerful Tool for Income Tax Planning” – Bench & Bar Minnesota, April 2015

• Co-Author, “Minnesota’s LLC Makeover” – Bench & Bar Minnesota, February 2015

• Author, “A Cross-Jurisdictional Analysis of Derivative Claims” – National Litigation Consultants Review, 2014

• Author, “A Question of Identity: Direct v. Derivative Claims in Shareholder/Member Litigation” – Bench & Bar Minnesota, 2014

• Feature, “Judge: Gold Guys Followed the Rules” – Star Tribune, 2013

• Feature, “Best Buy’s Schulze faces skeptical financial sponsors, industry sources say” – Financial Times, 2012

• Author, “Minority Shareholder Protection: Practical Implications for Business Planning” – Bench & Bar Minnesota, 2012

• Production Editor & Contributing Author, Advising Minnesota Corporations and Other Business Organizations, 2011

Presentations 

• Presenter, “CARES Act and MN Emergency Loan Program: Legal and Business Considerations” – CMR Spring Workshop, April 2020
• Presenter, “Guidance for COVID-19: Legal & Financing” – Allied Executives, March 2020
• Co-Presenter, “Legal and Financial Issues for Doctors during the Coronavirus” – MD Financial, March 2020
• Co-Presenter, “Mergers & Acquisitions of Pass-Through Entities: Structuring to Minimize Taxes & Maximize Deal Value” – Strafford, November 2018
• Panelist, “M&A Pulse: Tax, Legal and Planning Trends” – Minneapolis Club, October 2018
• Presenter, “Overcoming Common Challenges in M&A” – National Business Institute Live Video Webcast, April 2018
• Presenter, “Drafting and Negotiating the Purchase Agreement” – National Business Institute Live Video Webcast, April 2018
• Co-Presenter, “Mergers and Acquisitions From Start to Finish” – National Business Institute Live Video Webcast, April 2018
• Presenter, “The Partner Mindset: Accountability and Leadership” – 2018 Path to Partnership Institute, Minnesota CLE, April 2018

• Co-Presenter, “Using LLC’s to Protect Assets” – National Business Institute Live Video Webcast, August 2017

• Co-Presenter, “Piercing the Corporate Veil: Minimizing Alter Ego Liability for Subsidiaries, Affiliates and Related Entities” – Strafford, June 2017

• Co-Presenter, “Top LLC Mistakes in Asset Protection and Estate Planning” – National Business Institute, May 2017

• Panelist, “Are Trusts Appropriate for Your Transportation Business?” – Webinar, February 2017

• Presenter, “Top LLC Mistakes to Avoid in Everyday Business Practices” – National Business Institute, February 2017

• Presenter, “Drafting Shareholder Agreements for Closely Held Businesses” – Clear Law Institute, November 2016

• Presenter, “The Ultimate Guide to LLCs as Asset Protection Tools” – National Business Institute, February 2016

• Presenter, “Drafting Shareholder Agreements for Closely Held Businesses” – Straffordpub, November 2015

• Presenter, “Parent-Subsidiary and Related Business Entity Law” – National Business Institute, November 2015

• Presenter, “Minnesota’s LLC Makeover – Increased Certainty Heightens LLCs’ Appeal” – Minnesota CLE, September 2015

• Presenter, “Estate Planning, Financial Planning & Asset Protection for Business Owners” – Oak Hills Golf Club, July 2015

• Presenter, “Minnesota’s New LLC Law” – Ramsey County Bar Association, June 2015

• Presenter, “Estate Planning and Asset Protection: Protecting the Family Lake Cabin and other common Minnesota estate planning issues” – Minnesota CLE, Anoka, April 2014

• Presenter, “Changes to the Minnesota Limited Liability Company and Corporate Law” – Minnesota CLE, Excelsior, May 2014

• Lecturer, “Dodd-Frank Act, amendments to Sarbanes-Oxley, and other shifts in both Federal and Minnesota law in reaction to the financial crisis of 2008” – Ham & Eggs Club of Minnesota, Edina Country Club, 2013

• Lecturer, “Schooled for Scandal: How Public Scandals and Political Responses Are Changing the Corporate Landscape” – Dorsey & Whitney, 2012

• Lecturer, “Review and Discussion of Advising Minnesota Corporations and Other Business Organizations” – Minneapolis Club, 2012

Admissions 

• Minnesota
• U.S. District Court, District of Minnesota

Associations 

• Minnesota State Bar Association, Corporate Law Committee, Member

Community Involvement 

• Sunshine Memorial Foundation, Advisor to the Board of Directors
• USS Minnesota, Honorary Commissioning Committee Member

• Twin Cities Five Star Financial Services Professional , 2016

• Up & Coming Attorney, Minnesota Lawyer, 2015