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Smart business matters.

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 firm has offices in New Ulm and Mankato, as well as in Minneapolis and Des Moines.

Our clients span the spectrum from sole proprietors to diversified corporations with millions in sales and hundreds of employees. We can offer industry-specific insights to farms, co-ops and agribusinesses, construction contractors, community banks, beverage brewers and wholesalers, manufacturers, professional practices and other niche businesses. Whether you operate online or in a bricks-and-mortar location, 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 effective trial lawyers. We provide effective representation in business and commercial litigation, including breach of contract, mechanic’s liens, owner disputes, insurance defense, malpractice defense and bankruptcy adversary proceedings.

Areas of Expertise

  • Business Entity Formatting
  • Commercial Real Estate
  • Contract Law
  • Creditors' Rights
  • Data Privacy & Security
  • Employment & Human Resources
  • Investment Management
  • Mergers & Acquisitions
  • Partner & Shareholder Agreements
  • Private Equity & Venture Capital
  • Purchase of Sale of Business
  • Succession Planning

Cases & Clients

  • $1 Million AR Collection

    Represented a client in a $1 million AR collection matter in Vietnam.

  • 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.

  • 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.

  • $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.

  • 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)

  • 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.

  • $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.

  • 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.

  • Company Restructuring

    Represented a client in company restructuring with focus on the Section 108(a) COD income analysis and avoidance.

  • Gift and Trust Transactions

    Structured gift and trust transactions to minimize estate, gift and income taxes and preserve family business ownership.

  • Corporate Litigation

    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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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)

  • $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.

  • 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.

  • $330 Million Debt Financing

    Represented a client in conjunction with $330 million debt financing.

  • Contested LLC Non-Judicial Dissolution

    In mid-2017, Christopher 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.

  • 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.

  • 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).

  • 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.

  • Trademark Portfolio

    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.

  • Tax and Regulatory Disputes

    Represented businesses in tax and regulatory disputes with state agencies

  • 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.

  • $100 Million Commodity Futures Claims

    Represented clients in commodity futures claims over $100 million in conjunction with MF Global bankruptcy.

  • 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.

  • Commercial and Agricultural Collection Actions

    Christopher 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.

  • 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.

  • U.S. Subsidiary

    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.

  • $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.

  • 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).

  • New Stadium Construction

    Represented the Chicago Blackhawks hockey team and affiliates in forming joint venture to construct new stadium.
  • Minnesota Revised Limited Liability Company Act

    Assisted with the drafting and passage of the Minnesota Revised Limited Liability Company Act.

  • Construction Arbitration

    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.

  • 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.

  • 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.

  • 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.

  • $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.