W. Morgan Burns Partner
Morgan Burns counsels clients in many areas of corporate law, including capital markets transactions, securities regulation and corporate governance, and mergers and acquisitions.
Capital Markets Transactions Morgan represents issuers, underwriters, agents and investors in all types of capital Contact Numbers markets transactions, including public and private offerings of equity, debt, units, T: +1 612 766 7136 convertibles and hybrid securities. He has advised on: F: +1 612 766 1600 Traditional IPOs and underwritten follow-on offerings
"Bought" deals Office Location Registered directs 2200 Wells Fargo Center 90 S. Seventh Street Confidentially-marketed public offerings (CMPOs) Minneapolis, Minnesota Rule 144A transactions 55402 Private investments in public equity (PIPEs) Services & Industries Issuer tender offers Corporate "Go private" transactions AIM – Alternative Venture capital financings Investment Market Morgan has most recently represented the issuer or underwriters in the IPOs of Proto Emerging Companies Labs, Gordmans Stores, Electromed, Titan Machinery and Gander Mountain & Venture Capital Company, as well as follow-on offerings by Northern Oil and Gas, LodgeNet, Enteromedics and RC2. He has been counsel in multiple investment-grade debt, Capital Markets & convertible and hybrid offerings by Archer-Daniels-Midland and a recent investment- Securities grade debt offering by California Water Service Company. Among the lead Corporate underwriters Morgan has represented are Piper Jaffray & Co., Robert W. Baird & Co., Governance Craig-Hallum Capital Group, RBC Capital Markets, Needham & Company, and Feltl and Company. Cross-Border & International Securities Regulation & Corporate Governance Transactions Morgan represents numerous public companies in their ongoing compliance with Mergers & applicable legal and regulatory requirements. In this capacity, he advises companies in Acquisitions the areas of SEC periodic reporting, trading and disclosure practices, proxy regulation, Sarbanes-Oxley compliance, stock exchange listing requirements, investor relations Public Companies and corporate governance matters. His clients include Archer-Daniels-Midland, FICO, Education Piper Jaffray, Northern Oil and Gas, The Dolan Company, MTS Systems, Polaris Industries and Dakota Plains. Colleges & Universities Mergers & Acquisitions Fraternities & Morgan represents buyers, sellers and financial advisors in a wide variety of domestic Sororities and international M&A transactions — from purchases and sales of both private and public companies to carve-out transactions and joint ventures. These transactions K-12 Education have spanned a wide range of industries, including software and hardware
W. Morgan Burns Professional Bio Page 1
Financial Services technology, business services, health care services, medical technology, retail, consumer products, publishing, manufacturing, telecom and financial services. Investment Banking His client roster in significant M&A transactions includes UnitedHealth Group, 3M, Food & Agriculture H.B. Fuller, FICO, Polaris, Gander Mountain, PLATO Learning, CarVal Investors, Piper Health Care Jaffray, U.S. Bank, The Dolan Company, GovDelivery, Retek and Vital Images. Life Sciences Additional Experience Medical Technology Morgan co-founded and served as a director of GovDelivery, a software as a service Manufacturing & (SaaS) company that is the leading provider of government-to-citizen communication Industrials solutions, from 1999 until 2009 when 90 percent of GovDelivery was bought by holding company, Internet Capital Group (NASDAQ: ICGE). Oil & Gas During 2000 and 2001, Morgan served as vice president of corporate development Retail and senior counsel of Dantis, Inc., a Web-hosting and managed services company that Telecommunications & raised more than $100 million in debt and equity capital. At Dantis, Morgan was Information Technology responsible for negotiating financings and strategic partnerships, as well as managing certain aspects of real estate and construction, intellectual property, and employment Education matters. University of Virginia School of Law Honors J.D., Order of the Coif (1996) Minnesota Lawyer — Attorney of the Year, Corporate, 2013 Dartmouth College Chambers USA: America's Leading Lawyers for Business — Corporate/M&A, 2011- A.B., cum laude (1993) 14 Bar Admissions The Best Lawyers in America — Corporate Law, Mergers & Acquisitions Law, Minnesota Corporate Governance Law, 2013-15 Minnesota Super Lawyers — Securities & Corporate Finance and Mergers & Acquisitions, 2010-14 BTI Client Service All-Star Team (based on survey of Fortune 1000 in-house counsel), 2007
Civic Activities Children's Theatre Company One Heartland Wilderness Inquiry
Publications Nine Steps to Help Limit Underwriter Liability in Bought and Overnight Deals Trends, November 2008 When Comp Is King — New Headaches for Public Companies and their Directors Expatriate Adviser, Spring 2005; Employee Benefit Review, May 2005; and Trends, March 2005 Waking Up to a New IPO Market Minneapolis Star Tribune, Business Forum, August 2, 2004, and Trends, July 2004 Fairness to Whom: When Multiple Classes of Equity Require Multiple Fairness Evaluations Corporation Law Update, Aspen Publishing, April 15, 2003, Section 2, Vol. LXXIV, No. 8 Throwing Away the Crystal Ball: Will Earnings Guidance Disappear Capital Markets Quarterly, Faegre Baker Daniels, March 2003
W. Morgan Burns Professional Bio Page 2 Back to Earth — Two Attorneys Once Bitten by the Internet Bug Reconstruct Their Dot-Com Detour Minneapolis Star Tribune, Business Forum, October 8, 2001 Quoted in numerous publications, including Corporate Board Member, Upsize, Minneapolis-St. Paul Business Journal and Minneapolis Star Tribune
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Joshua L. Colburn Associate [email protected]
Joshua Colburn counsels clients with a collaborative approach in a variety of corporate matters such as corporate governance, capital-raising transactions, executive compensation, securities compliance, and mergers and acquisitions. Josh serves a number of public companies in all areas of compliance with applicable legal and regulatory requirements, including routine reporting and other interactions with the U.S. Securities and Exchange Commission and related Contact Numbers state authorities, the Financial Industry Regulatory Authority (FINRA), the T:+1 612 766 8946 NASDAQ and NYSE markets and the over-the-counter markets. Representative F:+1 612 766 1600 clients include, Buffalo Wild Wings, Inc., Dakota Plains Holdings, Inc., Digi International Inc., Endocyte, Inc., First Internet Bancorp, Hawkins, Inc., Office Location Hutchinson Technology Incorporated, Northern Oil and Gas, Inc. and XRS 2200 Wells Fargo Center Corporation. 90 S. Seventh Street Josh also represents public and private buyers and sellers in various mergers and Minneapolis, Minnesota 55402 acquisitions. Recent transactions include the sale of Bluestem Brands, Inc. to Services & Industries Capmark Financial Group, XRS Corporation’s acquisitions of GeoLogic Solutions, Corporate Inc. and Turnpike Global Technologies, Inc. and the recent sale of XRS Emerging Companies & Corporation to Omnitracs LLC. Venture Capital He also works with issuers and underwriters in connection with a variety of Capital Markets & public and private debt and equity securities offerings, including registered direct Securities offerings, private placements in public equity, underwritten offerings, bond Corporate Governance issuances and various restructuring transactions. Mergers & Acquisitions In 2009, Joshua was one of four initial adjunct instructors of the University of Public Companies Minnesota Law School’s unique “Law in Practice” experiential learning course Financial Services and continues to instruct the course each spring. The course is now a required Investment Banking course for all first-year J.D. students and focuses on client service functions, Manufacturing & Industrials including client interview and counselling, witness interaction, settlement, Health Care mediation, and negotiation skills. Life Sciences Medical Technology Before joining Faegre Baker Daniels, Joshua was a law clerk in the Office of Telecommunications & General Counsel at 3M Corporation and a judicial extern at the Minnesota Court Information Technology of Appeals. Previously, Josh was a private technology consultant providing advisory and technical services to small and mid-sized businesses and nonprofit Education organizations. University of Minnesota Law School, J.D., Dean's List (2007) Honors Minnesota Law Review Volume 91 Board Writing Award University of Minnesota, B.S., Three-time recipient of the Presidential Student Leadership and Service Award Dean's List (2004) Paul A. Cartwright Award for Outstanding Public Service and Scholarship University of Minnesota Law School Public Service Program Honoree Bar Admissions Minnesota Professional Associations American Bar Association Hennepin County Bar Association Institute of Electrical and Electronics Engineers (IEEE)
Joshua Colburn Professional Bio Page 1
Minnesota State Bar Association Society of Corporate Secretaries & Governance Professionals
Civic Activities University of Minnesota Law School — Practice & Professionalism Program Instructor & Teaching Specialist
Published Articles United States of America, in International Securities Law Handbook, Co- Author Marcus Best & Jean-Luc Soulier eds., 3d ed., 2010 "Don't Read This if It's Not for You:" The Legal Inadequacies of Modern Approaches to E-Mail Privacy 91 Minn. L. Rev. 241, 2006
Joshua Colburn Professional Bio Page 2
Jeffrey P. Justman Associate
Jeff Justman represents clients with complex business litigation matters in state and federal courts across the country. Jeff specializes in securities litigation, trade secret disputes and appellate matters. Jeff has particular experience litigating shareholder derivative disputes, including cases under Minnesota law, Delaware law and cases implicating the Say-on-Pay provisions of the Dodd-Frank Act. Jeff also has litigated a number of significant matters for clients in the health and life sciences industry, from Contact Numbers trade secret disputes surrounding the design of medical devices to breach-of-contract T: + 1 612 766 7133 and conversion claims involving clinical trials for cancer drugs.
Jeff's two years of experience as a federal law clerk help him identify, craft and Office Location present winning legal arguments on behalf of his clients, both at the trial and 2200 Wells Fargo Center appellate levels. 90 S. Seventh Street Favorable outcomes for Jeff's clients include: Minneapolis, Minnesota Summary judgment in favor of a franchisor against a franchisee alleging claims for 55402 fraud, breach of contract, and violation of state business practices laws. See Services & Industries Professional Shredding of Wisconsin, Inc. v. Proshred Franchising Corp., No. 1:10- Finance Litigation cv-004757-SHS, Dkt. No. 72 (S.D.N.Y. Sept. 30, 2013) Financial Services Referral of shareholder derivative action against a publicly held-Minnesota corporation alleging breaches of fiduciary duty, corporate waste, and unjust Litigation & Advocacy enrichment to special litigation committee. See Louisiana Municipal Police Appellate Advocacy Employees v. Finkelstein, 2012 WL 10057353 (Hennepin County, Minn. May 29, 2012) Consumer Fraud Litigation Preliminary injunction and partial summary judgment for biotechnology company against its contract research organization in breach-of-contract and conversion Class Actions action. See Medpace, Inc. v. Biothera, Inc., 2013 WL 1386298 (S.D. Ohio Apr. 4, Distribution & Dealer 2013) Litigation Favorable settlement of multimillion-dollar trade secret disputes in federal and Franchise & Distribution state courts across the country Litigation Professional Organizations Life Sciences American Bar Association, 2011-present Retail Supreme Court Historical Society, 2013-present Education Federal Bar Association, Minnesota Chapter — Communications Committee, University of Minnesota Law 2009-present — Board Member, 2014-present School Minnesota State Bar Association, 2009-present J.D., magna cum laude, Order Eighth Circuit Bar Association, 2010-present — Board Member, 2014-present of the Coif, Dean's List, Stone Scholar, Minnesota Law Civic Activities Review (symposium articles Teach for America, 2004-06 editor) (2009) Mount Olivet Lutheran Church Senior Choir, 2006-present
Jeffrey P. Justman Professional Bio Page 1
Carleton College Clerkships B.A., magna cum laude, Phi Honorable James B. Loken, Chief Judge, United States Court of Appeals for the Beta Kappa, Senior Thesis Eighth Circuit, 2009-10 with Distinction, Honors in Political Science Major, Dean's Honorable Diana E. Murphy, United States Court of Appeals for the Eighth Circuit, List (2004) 2010-11
Bar Admissions Publications Minnesota Capturing the Ghost: Expanding Federal Rule of Civil Procedure 11 To Solve Procedural Concerns with Ghostwriting Court Admissions 92 Minn. L. Rev. 1246, 2008 Minnesota Supreme Court Persuading with POWER: Five Tips for Improving Appellate Advocacy U.S. Court of Appeals for the SideBAR, Spring 2011, at 18-19 Eighth Circuit U.S. Court of Appeals for the Eleventh Circuit U.S. Court of Appeals for the Ninth Circuit U.S. Court of Appeals for the Second Circuit U.S. Court of Appeals for the Sixth Circuit U.S. District Court for the District of Minnesota U.S. District Court for the Eastern District of Michigan
Jeffrey P. Justman Professional Bio Page 2
Steven C. Kennedy Partner
Steven Kennedy represents such publicly held companies as Archer-Daniels-Midland Company, Baxter International, Inc., Buffalo Wild Wings, Inc., Hawkins, Inc., Piper Jaffray Companies and Polaris Industries, Inc. He also represents a number of larger private companies, including United Subcontractors, Inc. and Verisae, Inc. Steven's practice covers all areas of corporate governance and securities law compliance. His practice also includes merger and acquisition transactions, representing buyers and Contact Numbers sellers in public and private transactions. He is the leader of the firm's Minneapolis T: +1 612 766 8577 office. F: +1 612 766 1600 Steven has represented: Wilmington Group plc on the acquisition of Compliance Week from Haymarket Office Location Publishing Group 2200 Wells Fargo Center 90 S. Seventh Street Baxter International, Inc. in its acquisition of assets from Inspiration Minneapolis, Minnesota BioPharmaceuticals, Inc. and Ipsen Pharma S.A.S. 55402 Archer-Daniels-Midland Company in the sale of its ownership interest in Gruma SAB Services & Industries Verisae, Inc. in its sale to Marlin Equity Partners Corporate Retek, Inc. in its sale to Oracle Emerging Companies & Venture Capital Piper Jaffray in its spin-off from U.S. Bank Fair Isaac Corporation in its acquisitions of London Bridge Software and Braun Capital Markets & Consulting (both public companies) Securities Bemis Company in its acquisition of the Clysar Division of Dupont Corporate Governance Honeywell in its sale of Honeywell-Meaurex Data Measurement Corporation to Metrika Systems Mergers & Steven has worked extensively with public and private companies and underwriters in Acquisitions connection with offerings of securities of all kinds. He also regularly represents a Public Companies number of venture capital firms in connection with their portfolio company Financial Services investments. Steven rejoined Faegre Baker Daniels in 2001 after two years at Dantis, Inc., where he Investment Banking held various executive positions, including General Counsel, Executive Vice President Food & Agriculture for all administrative and corporate development functions, and acting Chief Financial Manufacturing & Officer. From 1985 until 1987, he practiced law at Cravath, Swaine & Moore in its New Industrials York office. Steven began his career as an accountant with Arthur Andersen in Health Care Washington, D.C. Life Sciences Honors Best Lawyers — Medical Technology Minneapolis Securities/Capital Markets Lawyer of the Year, 2012 The Best Lawyers in America — Corporate Law, Securities Law, 2007-15; Securities/Capital Markets Law, 2013, 2015; Securities Regulation, 2013; Venture Capital Law, 2013-15; Securities Litigation, 2015
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Education Chambers USA: America's Leading Lawyers for Business — Corporate/M&A, 2007- University of Virginia School of 14 Law Minnesota Super Lawyers — Securities & Corporate Finance, 2011-14 J.D. (1985)
St. John's University B.A., cum laude (1981)
Bar Admissions Minnesota New York
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Nicole J. Leimer Partner
Nicole Leimer focuses her practice in corporate finance, including mezzanine finance and representation of public, private and private equity backed companies in obtaining debt financing through both secured and unsecured credit facilities. Her portfolio of debt finance work includes project finance and acquisition finance transactions.
Contact Numbers Nicole also has a robust general corporate practice, which has included work in T: +1 612 766 7239 mergers and acquisitions. She has represented public company clients in Securities F: +1 612 766 1600 Exchange Act reporting matters and representing both public companies and underwriters in securities transactions, including repurchases of common stock, PIPE transactions and public offerings of securities. She also regularly represents private Office Location equity funds, assisting them with their investments in preferred stock and 2200 Wells Fargo Center subordinated debt. 90 S. Seventh Street Nicole's industry-related practice experience includes advising both private and public Minneapolis, Minnesota companies in food, agriculture, biofuels and other renewable energy and medical 55402 device companies.
Services & Industries Recent Representative Engagements Commercial Lending & Represented a number of public and private companies in securing and Finance refinancing senior credit facilities, both secured and unsecured Corporate Represented multiple mezzanine funds in the purchase of subordinated notes Emerging Companies and warrants in private companies focusing on energy, resources and clean & Venture Capital technology, both in the United States and internationally Represented venture capital funds in a preferred stock investments in private Corporate companies in a wide variety of industries, including health care and medical Governance device technologies Mergers & Represented mezzanine funds in restructuring various mezzanine loans into Acquisitions majority equity investments Private Equity Represented underwriters and placement agents in connection with private Public Companies investments in public equity and public securities offerings Energy & Natural Prior to her practice of law, Nicole worked in the U.S. Senate Office of Byron L. Dorgan Resources of North Dakota in Washington, D.C. as a legislative assistant for appropriations, small business and housing issues. In this role, she worked with North Dakota universities, Clean Technology local governments and small businesses. Food & Agriculture Pro Bono Manufacturing & Hennepin County Conciliation Court Clinic Industrials LEGAL Corps — Volunteer Financial Services Investment Banking Civic Activities Minneapolis Regional Chamber of Commerce — Leadership Twin Cities Health Care Participant
Nicole J. Leimer Professional Bio Page 1
Medical Technology Minnesota Women's Lawyers — Leadership Project Finance & Restructuring College of St. Benedict and St. John's University — Benedictine Law Society Life Sciences
Education Georgetown University Law Center J.D., cum laude (2005) College of St. Benedict B.A., summa cum laude (1998)
Bar Admissions Minnesota
Nicole J. Leimer Professional Bio Page 2
Amy C. Seidel Partner [email protected]
Amy Seidel's practice involves advising public companies on SEC reporting requirements, stock exchange listing standards, executive compensation issues, disclosure issues and general corporate governance matters. She also has experience in many areas of corporate representation, including public and private securities offerings, mergers and acquisitions and general corporate counseling.
Contact Numbers Amy has authored several articles on a variety of securities law and corporate T:+1 612 766 7769 governance matters. She also speaks regularly at CLEs, bar association seminars F:+1 612 766 1600 and other community events. Amy is on the Advisory Board of thecorporatecounsel.net. Amy has been named in Chambers USA among Office Location America's Leading Lawyers for Business (Corporate/M&A) each year since 2006. 2200 Wells Fargo Center Representative Clients and Transactions 90 S. Seventh Street Representation of public companies, such as Ameriprise Financial, Inc., AV Minneapolis, Minnesota 55402 Homes, Inc., Bemis Company, Black Hills Corporation, Capella Education Services & Industries Company, Digi International Inc., Graco Inc., Hormel Foods Corporation, Polaris Corporate Industries Inc., Regis Corporation, StarTek, Inc., Target Corporation, Tennant Capital Markets & Company, Travelers Companies, Inc., United Stationers, Inc. and Xcel Energy, Inc. Securities in general corporate matters, SEC reporting and compliance and executive Emerging Companies & compensation. Venture Capital Representation of Target Corporation in its successful defense of a proxy Corporate Governance contest waged by Pershing Square Capital Public Companies Representation of Ameriprise Financial, Inc. in public offering of debt Food & Agriculture securities Manufacturing & Industrials Representation of Bemis Company in 144A offering of debt securities and Retail exchange offer Life Sciences Representation of Life Time Fitness, Inc. in its initial public offering and listing Medical Technology on the New York Stock Exchange Health Care Representation of private companies, including CVRx, Inc., Jasc Software, Inc. and NextNet Wireless, Inc. in general corporate matters and private financings Education Representation of Abbott Laboratories, Boston Scientific Corporation, Cargill, University of Minnesota Law Incorporated and General Mills, Inc. in strategic investment transactions School, J.D., cum laude, Minnesota Journal of Global Trade (managing Amy regularly provides pro bono legal assistance to Milestone Growth Fund, Inc., editor) (1998) a venture capital firm that invests in minority-owned businesses. Amy is on the Gustavus Adolphus College, B.A., Board of Advisors of the University of Minnesota Law School, where she has also Dean's List, magna cum laude, Phi served as an adjunct professor. Beta Kappa (1995) Amy received her J.D. from the University of Minnesota Law School in 1998 and was admitted to the Minnesota Bar that same year. She was a managing editor of Bar Admissions the Minnesota Journal of Global Trade. Amy graduated magna cum laude from Minnesota Gustavus Adolphus College, where she received a B.A. in finance and a minor in political science. Amy is also a member of the Phi Beta Kappa National Honor Society.
Amy Seidel Professional Bio Page 1
Honors Chambers USA: America's Leading Lawyers for Business — Corporate/M&A, 2006-14 The Best Lawyers in America — Corporate Law and Securities/Capital Markets Law, 2013-15 (Minnesota Securities/Capital Markets Lawyer of the Year, 2015) Finance & Commerce — Top Woman in Finance, 2010 Minnesota Super Lawyers — Securities & Corporate Finance, 2007-14 Minnesota Law & Politics — Listed Among the Top 100 Women Minnesota Super Lawyers, 2008 Minneapolis/St. Paul Business Journal — Forty Under 40, 2008 Minnesota Lawyer — Up and Coming Lawyer, 2003
Amy Seidel Professional Bio Page 2
Michael A. Stanchfield Partner
Mike Stanchfield focuses his practice on mergers and acquisitions, corporate governance, takeover preparedness, and general corporate counseling. He represents public and private companies as buyers and sellers in acquisitions involving various forms of consideration. In the area of corporate governance, Mike counsels public companies and their boards on oversight responsibilities, board and committee structures, and fiduciary duties. Contact Numbers T: +1 612 766 7764 An authority on a variety of M&A and general corporate topics, Mike is a regular F: +1 612 766 1600 speaker and presenter, as well as an award-winning author. His representative transactions include the following: Target Corporation's successful defense of proxy contest waged by Pershing Office Location Square Capital 2200 Wells Fargo Center Sale of ReliaStar Financial Corp. to the ING Group ($6.1 billion) 90 S. Seventh Street Minneapolis, Minnesota Lutheran Brotherhood's multibillion dollar merger with Aid Association for 55402 Lutherans Target Corporation's sale of its Marshall Field's division to The May Department Services & Industries Stores Company ($3.2 billion) Corporate Target Corporation's acquisition of Canadian leasehold interests from Zellers Inc. Investment ($1.8 billion) Management & Target Corporation's sale of its Mervyn's division to Sun Capital Partners and Funds others ($1.7 billion) Corporate General Mills' acquisition of Annie's, Inc. ($820 million) Governance Acquisitions by 3M Company of Arizant ($810 million) and Attenti ($230 million) Mergers & Sale of Retek Inc. in public bidding war won by Oracle Corporation ($670 million) Acquisitions Graco Inc.'s acquisition of the global finishing business of Illinois Tool Works Inc. Financial Services ($650 million) Investment Banking C.H. Robinson Worldwide's acquisition of Phoenix International Freight Manufacturing & Services ($635 million) Industrials Archer-Daniels-Midland's acquisition of Minnesota Corn Processors ($635 million) Health Care Acquisition by Hormel Foods Corporation of CytoSport ($450 million) Life Sciences Sale of Stellent, Inc. to Oracle Corporation ($440 million) Medical Technology Piper Jaffray Companies' acquisition of Advisory Research, Inc. ($218 million) Public Companies Honors Retail Minnesota Super Lawyers — Mergers & Acquisitions, 2009-2014 Education The Best Lawyers in America — Mergers & Acquisitions Law, 2008-15 (Minnesota University of Minnesota Mergers & Acquisitions Lawyer of the Year, 2015) B.A., (1992), summa cum Chambers USA: America's Leading Lawyers for Business — Corporate/M&A, 2008- laude 14
Michael A. Stanchfield Professional Bio Page 1
Harvard University The Business Journal — Forty Under 40, 2005 J.D., (1995), magna cum laude Professional Organizations Bar Admissions University of St. Thomas School of Law — Adjunct Professor of Law, 2004-05 Minnesota William Mitchell College of Law — Adjunct Professor of Law, 2003 Minnesota State Bar Association — Business/Professional Corporations Committee (Former Chair) Minnesota State Bar Association — Business Law Section (Chair)
Clerkships U.S. Court of Appeals, Eighth Circuit, Hon. James B. Loken, 1995-96
Publications Minnesota Corporation Law and Practice, 3rd Edition Co-author with John H. Matheson and Philip S. Garon, Thomson Reuters, 2013 Challenging Delaware's Desirability as a Haven for Incorporation Co-author with Philip S. Garon and John H. Matheson, 32 William Mitchell Law Review 769, 2006 Fiduciary Duties in Negotiated Acquisitions: Questioning the Legal Requirements for "Outs" 27 William Mitchell Law Review 2261, 2001 Voting Lock-Ups and Sales of Partially Owned Subsidiaries: Can Stockholders Love a Deal Too Early and Too Much? 28 William Mitchell Law Review 1325, 2002 Will Intellectual Property Rights Survive a Merger? Intellectual Property and Technology Law Journal, Vol. 15, No. 9, 2003
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