Michael Howard

Michael has gained experience and developed understanding of how companies begin, grow, overcome issues, succeed and sometimes fail. He has successfully consulted on business, real estate, and turnaround matters for many years, and advises individuals and companies on entity formation, general business and commercial matters, mergers and acquisitions, debtor/creditor transactions, and other business matters. Although not exhaustive, the following list is representative of some of the work Michael has done for his clients:

Startup/New Business Representation

• Represented several individuals and companies in connection with: formation of new entities for new businesses or real estate acquisitions, entity renewal and reinstatements, creation of buy-sell agreements, shareholder agreements, member control agreements and various resolutions and written actions.
• Created terms of use for many “new idea” company websites, advised on legality and enforceability of terms on such websites.
• Represented companies that are seeking funding in dealings with investment bankers and investors (and related capital raise/financing work).
• Drafted regulatory checklists and policies for high risk areas.

Established Business Representation

• Experience with drafting, reviewing and negotiating hundreds of different types of agreements.
• Advised on spin-offs, reorganizations, distributions, transfers of stock, and purchases of membership interests.
• Represented and advised many businesses in disputes, litigation, replevin actions, settlements, employment and labor matters, recruitment matters, antitrust matters, insurance matters, tax matters, various audit matters (tax, financial, compliance, software, etc.), internal policy matters, Freedom of Information Act (FOIA) requests and other public information requests.
• Represented scores of clients in connection with company sales, asset acquisitions, and dissolutions.
• Advised on viability and legality of business ideas relating to: data, international data storage, import/export, tax-based businesses, cryptocurrency, currency-exchange businesses, and other business ideas.
• Performed legal audits to identify areas of risk, policy needs, disclosure needs, or need for company action.
• Advised on independent investigation matters with regard to claims by employees.
• Acted as local counsel for various legal actions involving out of state litigants.
• Assisted business entities with registering as a foreign corporation, registering to do business, assessing whether such registrations were required, and analyzing doing-business-as qualifications.
• Experience in the drafting and negotiation of software technology, reseller, licensing and other distribution and use arrangements.
• Performed local counsel searches for international business transactions and expansion, and assisted with agreements involving parties from other countries, including but not limited to: employment agreements, distribution agreements, service and supply agreements, referral agreements and data protection agreements.

Mergers and Acquisition Representation

• Represent clients in myriad M&A transactions, including but not limited to:
• Managing deal-flow, working with investment bankers and business brokers, lenders, accountants, other advisors and client personnel on the coordination of due diligence, disclosure/schedules, consents, timing, administering virtual data rooms, and other transaction related matters.
• Negotiating letters of intent, banker/broker engagement letters, escrow agreements, stock purchase agreements, asset purchase agreements, and related M&A transaction documents.
• Acting as lead attorney on myriad acquisition and sale transactions for non-publicly traded companies, assisting with roll-ups, drafting and negotiating definitive agreements, and managing transactions to closing.

Medical/Health Representation

• Represented health products company in connection with corporate restructuring, M&A matters, registration and regulatory matters.
• Represented multiple FDA regulated Fortune 500 companies in connection with various matters, including regulatory matters, distribution channels, financial matters, and various international transactions.
• Represented medical products company as outside general counsel, including M&A activity, real property matters, IP matters, litigation, etc.
• Represented startup/emerging medical device company in connection with regulatory matters, policy matters, government contracting, anti-trust, M&A transactions (including eventual sale of the company).
• Represented international health and beauty company as outside general counsel.
• Represented company in the health education industry as outside general counsel.
• Represented health company in connection with asset sales.
• Represented medical service company in connection with primary asset sale.
• Represented health care provider in dispute with parent company.
• Represented an FDA registered manufacturing company with various business matters.
• Represented health products company in connection with corporate restructuring effort.
• Represented company engaged in manufacturing of emergency response/communication equipment for various corporate/restructuring matters.
• Represented medical device company in connection with corporate restructuring, insurance matters and contracting.
• Represented Fortune 500 executive in connection with IOT/IIOT MBO due diligence/negotiation.
• Represented local medical/health company target in acquisition by large East Coast health provider.
• Represented treatment facility in connection with debtor/creditor/financing matters.
• Represented multiple clients in connection with private placement matters.
• Represented health consulting firm with corporate restructuring.
• Represented investors for medical marijuana/cannabis industry.
• Represented component manufacturer for radiopharmaceutical industry.
• Represented care provider in connection with strategic acquisitions.
• Represented ex-execs of large corporation in ROBS acquisition of manufacturing company serving medical device industry.
• Represented medical device company (along with co-counsel in the EU) in a private sale worth over $2B.

Real Estate Representation

• Represented owners, brokers, agents, leasing agents, developers and investors with boundary disputes, refinancing transactions, sale and acquisition transactions, foreclosure matters, leasing matters, sublease matters, lease disputes, purchase agreement disputes, fraud claims, sale-leaseback transactions, easements, option agreements, contractor/construction agreements, title matters, contracts for deed, redemptions, homeowners associations, common interest communities, mortgage requirements, estoppel certificates, mortgage amendments, assignments, foreclosures, deeds, deeds-in-lieu, and various closing documents for commercial, residential, and mixed-use real estate.

Workout/Receivership Representation

• Assisted debtors with sales of assets in Chapter 11 bankruptcy (“363 Sales”) and the reorganization of airlines, construction and development companies, agribusinesses, nutrition companies, multiple location franchisees, non-profits, equipment companies, food service companies, and other businesses.
• Assisted with the Chapter 7 bankruptcies of non-profits, franchisees, a cooperative, and many individuals in connection with a business failure.
• Represented creditors in the assertion, negotiation and protection of their claim(s) in bankruptcies of various international companies.
• Dealt with collection actions, depositions, garnishment, litigation, lift stay motions, claim objections, and post-judgment discovery.
• Represented corporations and individual guarantors in forbearance arrangements, offers in compromise, and workout negotiations, and completed workouts for high-net worth individuals.
• Helped buyers purchase assets out of receivership, successfully object to the appointment of a receiver, and navigate receivership law.
• Evaluated exempt assets, advised on pre-bankruptcy planning and asset protection, negotiated loan modifications and restructurings.
• Defended against preferential transfer, fraudulent transfer claims, and avoidance actions.

• University of Minnesota Law School, J.D.
• Cornell University Law School – Chinese Business Program, International Business Law/Transactions
• University of Maine School of Law

Michael completed the International Business Law program through Cornell Law School in China, focusing on international business transactions, including joint ventures and WFOE investment vehicles. He has earned several designations in real estate and business, including the Credential of Readiness Certificate through Harvard Business School.

In the agricultural arena, Michael has provided legal representation for both corporate and family farm operations, organic food supply and distribution enterprises, seed modification/supply operations, grain and grain processing operations, ag related transportation companies, digital imaging technology/sensor technology companies, lenders, auction companies, implement dealers and investors.

Michael has been to every state in the U.S. and many countries outside of the U.S. and often helps clients find local legal counsel for matters outside of a clients normal business area (both domestically and abroad).

• Minnesota State Bar Association
• Hennepin County Bar Association
• Development Committee, University of Minnesota Law School
• Supervising Attorney for the Corporate Institute at the University of Minnesota Law School
• Member of the Turnaround Management Association
• Member of the American Bankruptcy Institute
• Member of the Association for Corporate Growth

• Minnesota
• United States District Court for the District of Minnesota
• United States Bankruptcy Court for the District of Minnesota
• United States District Court for the Central District of Illinois
• United States Bankruptcy Court for the Central District of Illinois
• United States Court of Appeals for the Eighth Circuit