Fredrikson & Byron, P.A. - Thomas Archbold

Introduction

Tom is a shareholder at Fredrikson & Byron and practices in the areas of corporate, commercial, mergers and acquisitions, renewable and “green” energy, distribution and franchising law. He provides legal counsel to many manufacturing and service companies. His experience includes drafting and negotiation of purchase and sale of goods agreements, exclusive and nonexclusive manufacturing/supply contracts, services contracts, distribution and sales matters (including sales representative agreements), licensing and leasing, shareholder issues (including minority shareholder disputes and buy-sell agreements), as well as initial entity formation issues, sales and purchases of business (including franchisees and franchisors), and noncompetition, nonsolicitation and non-circumvention agreements. Tom has served as counsel to small businesses as well as to Fortune 500 companies.

Tom is a Certified Public Accountant. He was appointed Volunteer of the Year in 1993 by the Metropolitan Economic Development Association. Tom currently serves as an advisory council member for MEDA’s Entrepreneurial Leadership Program.

Education

University of Minnesota Law School, J.D., 1989, magna cum laude
St. John’s University, B.S., 1984, magna cum laude, Accounting

Bar Admissions

Minnesota, 1989
U.S. District Court for the District of Minnesota, 1990
Wisconsin, 2001

Practice Areas

Representative Experience

Venture Buy-Out / M&A Transactions

$150M+ sale of international manufacturing business with multiple world-wide locations.
$25M+ purchase of a Iowa software company.
$2M+ purchase of a Florida publishing company by a New York company.
$2.5M+ sale of computer consulting group with earn-out.
$200,000+ sale of outdoor equipment line of products.
$6M+ sale of a majority interest in a manufacturing company supplying equipment to high tech companies.
$3M+ sale of North Dakota “.com” company.
$15M+ sale of medical products manufacturing division with long-term supply agreement to seller.
$5M+ purchase of California medical products manufacturing company.
$8M+ purchase of Pennsylvania manufacturing companies and related technology.

Renewal Energy / “Green” Business

Member of AWEA (American Wind Energy Association)
Representation of wind energy companies on purchases, sales and service agreements (manufacturing, maintenance and distribution).
Representation of a solar panel manufacturer.
International Agreements for the import and export of palm oil.
Negotiation of construction subcontract on foreign energy facility.

Venture Financing

$10.5M in 3 separate tiered rounds of preferred financing for a health sector technology company.
$10M+ preferred financing of manufacturing entity following bridge financings.
$30M+ senior secured financing of manufacturing entity.
Creation of new franchisor which grew into national health and fitness chain.
Numerous purchases of franchises from existing franchisee.

Minority Shareholder Disputes / Shareholder Disagreements / 50-50 Ownership Issues

Drafting of Buy-Sell and Shareholder Agreements to provide for structured operation and transition.
Representation of majority shareholder in a squeeze-out of minority shareholder with a favorable buy-out being negotiated.
Counsel to Board of distressed computer development company with financing and shareholder issues. Restructuring accomplished.
Representation of shareholder in family dispute. Settlement with business marketed for sale and established dividend distribution schedule.
Representation of undocumented shareholders resulting in buy-out in connection with a sale of the company.
Company counsel in restructuring of family owned business with ownership transferred to children.
Counsel to minority shareholder whose employment was terminated.
Counsel to a 50% shareholder who was requested to leave the company. Valuation / negotiation of a buy-out.
Counsel to a Company to buy-out a 50% shareholder.

New Entities and Joint Ventures

Creation of joint venture company for multi-cultural consulting.
Creation of medical device company for development of new device (and relating financing matters).

Franchise

General counsel to national franchisor of multiple franchise concepts, a buying group and a license distributor network.
Purchase of services franchisor business.
Organization, start-up and registration multiple new franchisors.
Purchases of franchises from existing franchisees.

Supply, Distribution and Sales Representative Agreements

Various agreements to document terms of manufacture, supply and distribution of various products, including medical goods, food, ingredients and software.
Advice and negotiation of sales representative termination issues for manufactures and sales representatives.
Negotiation of trucking and transportation agreements.

Confidentiality, Noncompete and Noncircumvention Agreements

Various agreements to maintain confidentiality of preliminary discussions, relationship terms, and protect customer and supplier relationships.

Liquor Licensing

Representation of various privately-held and national chains on various liquor licensing matters, including applications, transfers and violations.

Professional Activities

Certified Public Accountant
Grant Thornton, Minneapolis, Tax Accountant

Honors & Distinctions

Metropolitan Economic Development Association Volunteer of the Year, 1993
Order of the Coif

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