Introduction

Tom assists corporations, partnerships, and individuals in mergers and acquisitions, income tax, and business planning. Since joining the firm in 1974, he has focused on business start-ups, acquisitions, and sales; corporate succession planning; financing; bank and corporate reorganization transactions; and the tax planning involved in each. Tom’s experience ranges from day-to-day legal/business counseling of owner-operated businesses and publicly traded corporations to planning and managing acquisition transactions for private, public, and international business corporations. He has in-depth experience with the unique business aspects of several industries including manufacturing, distribution, and service businesses.

Education

• University of Minnesota Law School, J.D., 1974, magna cum laude
• Minnesota Law Review, 1972-1973
• Carleton College, B.A., Economics, 1969

Bar Admissions

• Minnesota, 1974
• U.S. District Court for the District of Minnesota, 1975
• U.S. Tax Court, 1975

Practice Areas

• Corporate
• Tax Planning & Business Organization
• Bank & Finance
• Mergers & Acquisitions
• Family Business

Representative Experience

• Tax planning for complex financial and entity restructuring involving multiple mergers, debt adjustments, and stock exchange for major extended family-owned building materials company.
• Tax structuring of numerous acquisitions by a public company client involving a variety of tax-free reorganization forms.
• Tax driven restructuring of a related group of tax exempt and taxable entities for a large trade group.
• Ongoing general counsel representation of numerous privately-held companies.

Selected Publications & Presentations

• “Structuring the Deal,” Minnesota CLE Mergers and Acquisitions, September 2012
• “Sale of S Corporation Holding Companies/Banks,” FredNEWS: Bank & Finance, March 2012
• “Do You Like Fiction? – Stock Purchase as an Asset Purchase,” co-authored with Beau Hurtig, FredNEWS: Bank & Finance, March 2011
• “When a Party is an S Corporation,” Minnesota CLE Advanced Mergers and Acquisitions for the Middle Market, January 2011
• “Beware of Unintended Consequences,” FredNEWS: Bank & Finance, March 2010
• “Notice 2009-52: Election of ITC in Lieu of PTC,” co-authored with Alexandra Mertens and Dan Yarano, FredALERT: Energy, June 9, 2009
• “Tax Free Reorganizations – Contingent Consideration,” Minnesota CLE Advanced M&A for the Middle Market, January 2009
• “Merger and Acquisition Update,” Minnesota CLE 68th Annual Tax Institute, December 2008
• “A View of EESA Through Income Tax Glasses,” FredNEWS: Bank & Finance, December 2008
• “The Pre-Agreement Process,” Minnesota CLE Purchase and Sale of a Business, January 2008
• “Potential Liability Hotspots,” Minnesota CLE Purchase and Sale of a Business, January 2008
• “Did You Know? Police the State of Your S Election,” FredNEWS: Bank & Finance, December 2007
• “Choice of Entity in Real Estate Transactions,” Minnesota CLE 25th Annual Real Estate Institute, November 2007
• “Did You Know?,” FredNEWS: Bank & Finance, September 2007
• “Tax Traps for the Unwary,” Minnesota CLE 66th Annual Tax Institute, November 2006
• “Structuring the Acquisition,” Minnesota CLE Mergers and Acquisitions, October 2006
• “About to Get Sweeter: The Price for S Corporation Banks,” Fredrikson & Byron’s Bank Focus Newsletter, June 2006
• “Stock Redemptions: An Improved Tool,” Fredrikson & Byron’s Bank Focus Newsletter, December 2005
• “New S Corporation Rules,” Fredrikson & Byron’s Bank Focus Newsletter, December 2004
• “Proposed Tax Regulations Ease Tax Free Merger Planning,” Fredrikson & Byron’s Business Focus Newsletter, September 2004

Professional Activities

• American Bar Association, Tax Section
• Minnesota State Bar Association
• Hennepin County Bar Association, Tax Section
• Frequent Lecturer at Continuing Legal Education Seminars
• Adjunct Professor, University of Minnesota Law School, Business Planning, 1981
• Adjunct Professor, William Mitchell College of Law, Income Tax and Business Planning, 1977-81

Honors & Distinctions

• Ranked in Chambers USA; America’s Leading Lawyers for Business
• Listed in The Best Lawyers in America

Community Involvement

• Member of Board of Directors and Chair of the Finance Committee, RS Eden
• Pro Bono Volunteer