John R. Houston

Shareholder

Email: jhouston@fredlaw.com
Office: 612.492.7392
Assistant: Melonee Ham, 612.492.7524

PRIMARY SERVICES

Mergers & Acquisitions Securities Corporate Governance Public Companies Private Equity Venture Capital & Angel Financing

Overview

John counsels business owners and executives on effective ways to accomplish their tactical and strategic business goals in light of applicable law. After many years of experience with public and larger private companies in a wide range of industries, he is now also working in an advisory capacity with small businesses.

John works with both public and private companies on mergers and acquisitions, corporate finance, securities, Board of Director duties and general corporate matters. His experience includes private and fully registered mergers, acquisitions and divestitures, leveraged and management buyouts, corporate restructurings, capital formation, public and private securities offerings, defensive advisory work, private equity and venture capital transactions, joint ventures, and strategic alliances. John serves as corporate secretary for public and private companies, advises senior management and Boards of Directors on a wide range of corporate issues, and assists sellers and buyers of businesses execute their transactions in an effective and efficient manner.

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Experience

REPRESENTATIVE EXPERIENCE

Represents executives and owners in solving their corporate legal challenges, including formation, growth initiatives, contracts, employment, compensation, intellectual property, government regulation and dispute resolution.
Represents companies during their growth years and later liquidity events through a sale, IPO, recapitalization and other transitions.
Represents public companies as outside counsel in their general corporate needs and coordination of all legal services.
Represents buyers, sellers, financial advisers and director committees in mergers, acquisitions and dispositions of businesses including private and public companies, strategic and financial participants, fully funded and highly leveraged, taxable and tax-free acquisitions and dispositions in technology, communications, manufacturing, retail and service industries.
Represents companies and underwriters in all aspects of capital formation, including public and private securities offerings for issuers and underwriters in equity, convertible debt and straight debt offerings.
Represents private equity and venture capital participants, on both buy and sell side.
Represents public companies engaged in financial restructurings in and out of bankruptcy.
Represents Boards of Directors in consideration and adoption of anti-takeover defensive measures, including charter amendments, poison pills and employment and other agreements.

Representative clients, acting as lead outside, M&A or securities counsel (includes current and former):

Arctic Cat Inc. – represented for 35 years as principal outside corporate and SEC counsel during status as small private company through IPO and ultimate sale to large strategic buyer, including intervening strategic partnerships, anti-takeover matters, SEC matters, bank and outside financings, litigation, employment, intellectual property, Board governance and general corporate advice.
Best Buy Co., Inc. – represented for 10 years of acquisitions, including Magnolia Hi-Fi, Musicland, Geek Squad, Pacific Sales Kitchen and Bath Centers, Future Shop in Canada and others.
Golf Galaxy, Inc. – represented as principal outside corporate and SEC counsel through years as private company, IPO and ultimate sale to strategic buyer, including SEC matters, bank and other financings, Board, employment and general corporate advice.
MTS Systems Corporation – represented as principal outside corporate and SEC counsel for more than 10 years including SEC matters, corporate acquisitions, litigation, bank financing, Board, employment and general corporate advice.
Munsingwear, Inc. - represented as principal outside corporate and SEC counsel for more than 10 years including SEC matters, litigation, bank financing, acquisitions, Board, employment and general corporate advice.
Musicland Group, Inc. – represented as part of team taking company private, then as lead counsel in subsequent IPO and multiple acquisitions and general corporate matters during interim; ultimately represented Best Buy in acquisition of Musicland.
National Presto Industries, Inc. – represented as principal outside SEC counsel.
Ontrack Data International, Inc. – represented as principal outside corporate and SEC counsel during public growth years and ultimate sale to strategic buyer.
Sajan, Inc. – represented for many years as principal outside corporate and SEC counsel through ultimate sale to strategic buyer.
Schwan Foods Company – represented as corporate counsel in connection with governance and strategic advice.
The Tile Shop – represents as principal outside corporate and SEC counsel in all matters.
Transport Corporation of America, Inc. – represented as principal corporate and SEC counsel from early private company stage through institutional investments and bank financings, strategic initiatives and ultimate sale to private equity buyer.

Honors & Education

EDUCATION

Saint Louis University School of Law, J.D., 1981
Michigan State University, B.A., 1978

BAR ADMISSIONS

Minnesota, 1981

HONORS

Winner of the Client Choice Award, General Corporate category for Minnesota, Lexology Client Choice Awards USA & Canada, 2014
The Best Lawyers in America, Corporate Law, 2010-present; Mergers and Acquisitions Law, 2013-present; Corporate Governance Law, 2019
Named a “Super Lawyer,” Minnesota Super Lawyers magazine (formerly Minnesota Law & Politics), 2003-2004, 2009-2015
Listed in Who’s Who Legal, Corporate Governance
Saint Louis University Law Journal, Articles Editor 1980-1981, staff member 1979-1980

Professional Activities

PROFESSIONAL ACTIVITIES

American Bar Association, Business Law Section and Mergers & Acquisitions Committee
Minnesota State Bar Association, Business Law and Corporate Counsel Sections
Hennepin County Bar Association, Securities Law Section
Corporate Counsel Association of Minnesota, Past President and Chairman of Board of Directors