Gislason & Hunter extends a full palette of legal services to emerging and established businesses in Minnesota and surrounding states. We provide startup assistance and general counsel to many local companies, boasting numerous longtime clients. At the same time, our business lawyers are known throughout the Midwest for their ability to negotiate structure and troubleshoot major corporate transactions.
We strive to deliver both sophistication and value to all of our clients, from entrepreneurs and employers based in surrounding communities to regional companies with large projects or ongoing interests in Minnesota.
Our clients span the spectrum from sole proprietors to multi-state and multi-national business enterprises. We offer industry-specific insights in the areas of farming and agribusinesses, construction, banking, food and beverage production, processing and distribution, high tech manufacturing, professional practices, healthcare, and other niche businesses. Whether you operate in online or bricks-and-mortar environments, we can help your enterprise get off the ground, stay in business, and address the inevitable legal conflicts.
In addition to sophisticated transactional work, we are known as aggressive and effective trial lawyers. We provide results-oriented representation in business and commercial litigation, including contract and employment disputes, shareholder derivative actions, shareholder disputes, directors and officers liability, partnership dissolution actions, and franchise and distributor litigation.
Areas of Expertise
- Business & Succession Planning
- Business Entity Law & Formation, including LLC’s, Partnerships and Corporations
- Commercial Real Estate
- Corporate & Business Tax
- Corporate Governance and Boards
- Creditors' Rights
- Data Privacy & Security
- Distribution & Sales
- Employment & Human Resources
- Franchise & Distribution Law
- Intellectual Property
- Investment Management
- Mergers & Acquisitions
- Partner & Shareholder Agreements
- Private Equity & Venture Capital
- Professional Services
- Public Benefit Corporations/Non-Profits
- Purchase of Sale of Business
Our accomplished attorneys bring substantial expertise to Corporate Law to deliver the very best in service and results.
Cases & Clients
Sale of Closely Held Business
Worked with a number of small business owners in closing the sale of their closely held business and advised clients on how to structure that sale in the most advantageous manner.
Elson v. Koehlmoos; Polk County, Iowa, Case No. LACL 127671
Elson v. Koehlmoos; Polk County, Iowa, Case No. LACL 127671 David Nelmark served as lead counsel in an ongoing dispute between business partners involving claims and counterclaims for breach of contract and breach of fiduciary duty. Obtained two separate grants of summary judgment for the plaintiff and successfully defended the rulings on appeal. 867 N.W.2d 195 (Iowa Ct. App. May 6, 2015).
Gift and Trust Transactions
Structured gift and trust transactions to minimize estate, gift and income taxes and preserve family business ownership.
Technology Licensing Agreements
Represented a client in transactions involving Technology Licensing Agreements with various public universities in the U.S., Toll Manufacturing Agreements with custom manufacturers in the U.S. and foreign countries, patent applications, patent prosecutions, and trademark registrations in nine jurisdictions including the U.S., various countries in the E.U. through EPO, China, Japan, Korea, Mexico and Canada.
Tax and Regulatory Disputes
Represented businesses in tax and regulatory disputes with state agencies
Acquiring Land and Buildings
Represented commercial property and restaurant owners in acquiring land and buildings for restaurants in Uptown, South Minneapolis, Northeast Minneapolis and Robbinsdale.
Minnesota Revised Limited Liability Company Act
Assisted with the drafting and passage of the Minnesota Revised Limited Liability Company Act.
Appointment as a Receiver
In 2012, Jennifer Lurken was appointed as the receiver to manage a hotel. The hotel owner was in default on its secured loan. The secured creditor desired the hotel to be sold as a going concern in an effort to maximize value for purposes of a sale. Jennifer installed new management over the hotel, decreased the deficit the hotel was operating under and sold the hotel, allowing the secured creditor to recover more than it would have recovered in a liquidation.
Reverse Triangular Merger
Represented a bio-engineering company in a reverse triangular merger for its acquisition of target stock, regulatory clearance, and minority shareholder claim resolutions by negotiating and drafting the Agreement and Plan of Merger and all related documents and instruments.
$13.5 Million Hog Facility Acquisition
In late 2018 and early 2019, Chris Bowler guided an agricultural producer through a transaction in which it acquired four hog facilities. The project involved attention to multiple unique aspects of the transaction, including real estate issues and interests, inventory and equipment purchases and related operational agreements.
Development of Dealer Agreement and Sales Representative Forms
Advised a client in developing their dealer agreement and sales representative forms in compliance with state laws and regulations over dealership and sales representative relationship in over twenty states in the U.S.
$330 Million Debt Financing
Represented a client in conjunction with $330 million debt financing.
Contested LLC Non-Judicial Dissolution
In mid-2017, Chris Bowler assisted one of two 50-50 limited liability company owners in the non-judicial dissolution of the LLC. Although the dissolution process was highly contested, Chris was successful in negotiating the terms of the dissolution on behalf of his client without a need to seek judicial intervention. Aside from this particular dispute, Chris also assists various types of business entities (such as corporations, LLCs, and partnerships) in various corporate governance matters.
Technology Licensing and Manufacturing Agreements
Represented a client in procuring and administering overseas production capacities through Technology Licensing and Manufacturing Agreements, together with advising client for foreign government permitting process and clearing the U.S. export control laws and regulations.
$60 Million Asset Acquisition
Represented a client in a $60 million asset acquisition for domestic production assets by negotiating and drafting the Letter of Intent, Memorandum of Understanding and Asset Purchase Agreement therefor, and performing due diligence, the Hart-Scott-Rodino clearance, WARN Act compliance, permitting process and post-closing litigations.
Beverage Distribution Joint Venture
Formed entities and assisted with regulatory compliance for beverage distribution joint venture.
$400 million project joint venture
Represented an electric automobile company in the U.S. in conjunction with its joint venture for the production and distribution of electric buses in a $400 million project by negotiating and drafting Shareholders Agreement for the joint venture.
New Stadium ConstructionRepresented the Chicago Blackhawks hockey team and affiliates in forming joint venture to construct new stadium.
$80 Million Asset Acquisition
Represented a client in an $80 million asset acquisition in conjunction with the competitive bidding process, leading the initial negotiations with the seller and seller's investment bankers and attorneys, drafting the Letter of Intent and performing due diligence in three states in the U.S. and advising client in conjunction with a Section 363 Sale proceeding.
In 2018 Cory Genelin represented a shareholder in a $40M manufacturing company. A fellow shareholder attempted to lock Cory’s client out of management and force redemption of his shares. In one week Cory brought suit and successfully enjoined the action and secured full control of the corporation for Cory’s client. Six months of intense litigation followed including successful defense of the injunction, thousands of pages of discovery, and nine depositions spanning several states and two countries. After a week-long trial, Cory’s client’s rights were vindicated.
See Le Sueur County File No. 40-CV-18-19
In 2017 Cory Genelin obtained summary judgement in favor of a local corporation which had made a Subchapter S conversion. Two shareholders dissented from the conversation offered. Mr. Genelin brought suit, investigated the claims, and established as a matter of law that the corporation valuation was correct.
See Nicollet County File No. 52-CV-16-225
Rhett Schwichtenberg has assisted businesses with entity selection, formation, operation, and dissolution
In 2016 Cory Genelin represented a commercial construction contractor in arbitration. Mr. Genelin's client had terminated an excavation subcontractor due to delays. The subcontractor brought suit in arbitration, claiming over $550,000 in lost profits. Mr. Genelin prepared for arbitration, showing the severity of the subcontractor's nonperformance, and forced the subcontractor to settle for nothing more than what was owed on the work already completed.
$1 Million AR Collection
Represented a client in a $1 million AR collection matter in Vietnam.
Implementation of a Complex Bankruptcy Reorganization Plan
Following a lengthy and at times contentious bankruptcy process, the Bankruptcy Court approved a reorganization plan negotiated between the debtors and the bank. In implementing the plan, the parties disagreed as to how much money the Bank was entitled to under the terms of the Plan resulting in litigation in state court, where the district court judge initially sided with the debtors. On appeal, Dean Zimmerli and Dustan Cross provided extensive and compelling arguments concerning the correct interpretation of the plan and calculation of the funds owed to the bank, and the Court of Appeals reversed. As a result of the Court of Appeals’ decision in favor the bank, the total amount recovered by the bank under that provision of the plan doubled from what was initially ordered by the district court. Farmers State Bank of Trimont v. Rabbe, No. A19-0707, 2019 WL 7287075 (Minn. Ct. App. Dec. 30, 2019)
Represented a client in company restructuring with focus on the Section 108(a) COD income analysis and avoidance.
Joint Venture Transaction in China
Represented a client in a joint venture transaction in China for the manufacture and distribution of pharmaceutical products in China.
Contracts in Conjunction With Distribution of Products
Represents clients in drafting, reviewing and revising contracts in conjunction with their distribution of products in the U.S. and foreign countries.
Share Exchange Transaction of $60 Million+
Represented a bio-tech client in a share exchange transaction focusing on the business valuation of IP rights of the target company—over $60 million.
Bastion Capital Group, Inc. v. Gary Matthews
Bastion Capital Group, Inc. v. Gary Matthews; Polk County, Iowa, Case No. LACL 131433 David Nelmark served as first chair at jury trial, obtained a six-figure verdict, and defeated defendant’s counterclaims in a breach of contract case where the defendant had offered nothing in settlement. Successfully defended the verdict on appeal. 900 N.W.2d 617, 2017 WL 1405909 (Iowa Ct. App. Apr. 19, 2017)
$100 Million Commodity Futures Claims
Represented clients in commodity futures claims over $100 million in conjunction with MF Global bankruptcy.
Tax Exempt Status
Represented a client in an IRS action challenging the tax exempt status on the client's $9 million IDRB issued to finance production facility.
Commercial and Agricultural Collection Actions
Chris Bowler has assisted in the collection of secured and unsecured commercial and agricultural debts ranging in value from tens of thousands to millions of dollars. Chris’ collections experience includes pre-litigation case assessments; foreclosures by advertisement; drafting complaints and commencing lawsuits; early motions, such as replevin and foreclosure motions; discovery matters, including written discovery, depositions, and discovery motions; dispositive motions; and post-judgment collection efforts.
Joint Venture Transaction in Korea
Represented a client in a joint venture transaction in Korea for the manufacture and distribution of pharmaceutical products in Korea.
Niedermeier v. Todd’s BBI Int’l Inc.
Niedermeier v. Todd’s BBI Int’l Inc.; Polk County, Iowa, Case No. LACL 130027. David Nelmark served as first chair in a bench trial and obtained a six-figure verdict in a breach of contract case where the defendant had offered only a nominal settlement amount. (July 31, 2017)
Shareholder Dispute Involving $30 Million Equity Investment
Represented a majority shareholder client in shareholder dispute involving $30 million equity investment, leading the matter to a favorable settlement and negotiating and drafting Release and Settlement Agreement.
Breach of Contract Action
Represented a client in a breach of contract action that resulted in a multi-million dollar settlement in favor of the client.
Ownership of Source Code
Represented group of banks and financial organizations in a dispute on the ownership of the source code used to build their financial transaction platforms online.
$25 Million LLC Break-Up
Represented the major member in a $25 million LLC break-up case, negotiating and drafting the Membership Interest Purchase Agreement, Release and Settlement.
Represents clients in registering and managing trademark portfolio with over 600 trademarks; work includes trademark application, prosecution with examiners, trademark opposition proceedings, Section 8&15 Acknowledgements and Declarations, Section 8&9 Declarations and Renewals and trademark Cease and Desist notices and litigations.
$20 million+ Joint Venture
Represented a joint venture formed by U.S. investors for a foreign asset investment in over $20 million, advising on the formation and administration of the joint venture, the formation and registration of its foreign subsidiaries and its U.S. tax reporting compliance.
CruiseCompete, LLC v. Smolinski & Assocs., Inc., et. al.
CruiseCompete, LLC v. Smolinski & Assocs., Inc., et. al.; Southern District of Iowa, Case No. 4:11-cv-00490. David Nelmark served as lead counsel in a case involving breach of contract, trademark infringement, and violations of the Computer Fraud and Abuse Act. A confidential settlement was reached after successfully resisting the defendants’ motions to dismiss the case or transfer venue. 859 F.Supp.2d 999 (S.D. Iowa 2012).
Acquisition of DNA Gene Cloning and Storage Services Provider
Represented a client in a reverse triangular merger for its acquisition of the world's biggest DNA gene cloning and storage services provider.
Partnership Loss Allocation for Tax Purposes
Represented a client in conjunction with a dispute regarding partnership loss allocation for tax purposes and application of the at-risk rules and substantial economic effect rules.
Represented a European client in conjunction with their business launch in the U.S. by forming a U.S. subsidiary and advising the parent and subsidiary regarding the U.S. Federal and State laws and regulations on production and distribution.
- COVID-19 Preparedness Plan: Minnesota Businesses Must Have One!
- Questions and Answers: Navigating the Legal Issues You Face from the COVID-19 Pandemic
- Providing Guidance for Businesses in the COVID-19 World
- Cybersecurity and Data Privacy Laws A Top Priority
- General Considerations Regarding Agricultural Contracts
- Navigating through the Weeds: Advice for Farmers and Businesses Considering Hemp
- The Case for Forming a Partnership
- Cybersecurity Basics from a Legal and Practical Perspective
- Doing a Deal? Legal Due Diligence and the Crown Jewels
- Minnesota’s Corporate Farm
- Welcome to the Future: Electronic and Remote Notarization in the Digital Age
- What is Your Bank Worth?
- Document Retention Policy Basics
- New Section 199A Qualified Business Income Deduction for Farmers: Is COOP Still Worthwhile?
- Tax Cuts and Jobs Act: Highlights for Farmers
- Electronic Signatures
- Section 1031 Like Kind Exchanges After The Tax Cuts And Jobs Act
- Establishing A Strong “Corporate Veil” To Shield Business Owners And Assets
- Minnesota Commerical Property Could Become Harder to Finance
- Hot Commercial Real Estate Market Worries Analysts
- Restaurant Owner Announces Strategic Real Estate Plan
- Lawsuit Over Sale of Life Time Fitness
- Choosing the Right Facility for the Business
- Avoiding Liability From Business Legal Errors
- Minnesota Manufacturers’ Optimism Rising
- Liability for Bullying in the Workplace: No Longer Just “Maybe Someday”