Thomas B. Archbold

Tom is a shareholder at Fredrikson and practices in the areas of corporate, commercial, mergers and acquisitions, renewable and “green” energy and other businesses, 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 passed the Certified Public Accountant exam and worked at Grant Thornton prior to attending law school. He was appointed Volunteer of the Year in 1993 by the Metropolitan Economic Development Association. Tom has served as an advisory council member for MEDA’s Entrepreneurial Leadership Program.

Venture Buy-Out / M&A Transactions

• $450MM+ asset purchase of multi-location manufacturing division.
• $150MM+ sale of international manufacturing business with multiple world-wide locations.
• $110MM+ equity sale of manufacturing business.
• $28MM+ asset purchase of manufacturing business.
• $25MM+ purchase of an Iowa software company.
• $2MM+ purchase of a Florida publishing company by a New York company.
• $2.5MM+ sale of computer consulting group with earn-out.
• $200,000+ sale of outdoor equipment line of products.
• $6MM+ sale of a majority interest in a manufacturing company supplying equipment to high tech companies.
• $3MM+ sale of North Dakota “.com” company.
• $15MM+ sale of medical products manufacturing division with long-term supply agreement to seller.
• $5MM+ purchase of California medical products manufacturing company.
• $8MM+ purchase of Pennsylvania manufacturing companies and related technology.
• $5MM+ purchase of manufacturing division with earn-out.

Venture Financing

• $5MM+ preferred financing of developmental technology in health sector.
• $10MM+ preferred financing of manufacturing entity following bridge financings.
• $45MM+ 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.
• Distressed Sale-Leaseback Transaction and successful exit from the lease-back.

Supply, Distribution, Licensing & Sales Representative Agreements

• Agreements regarding terms of manufacture, supply and distribution of various products, including equipment, manufacturing components, medical products, food, ingredients and software licensing.
• Agreements regarding services relationships.
• Advice and negotiation of sales representative termination issues for manufactures and sales representatives.
• Negotiation of trucking and transportation agreements.

Confidentiality, Noncompete & Noncircumvention Agreements

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

New Entities & Joint Ventures

• Creation of joint venture company for multi-cultural consulting.
• Creation of medical device company, financing and eventual sale of the entity.
• Creation of India and Bulgaria off-shore business units.

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 and negotiation of a buy-out.
• Counsel to a Company to buy-out a 50% shareholder.

Renewable Energy / “Green” Business

• 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.

Liquor Licensing

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

Education

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

Admissions

• Minnesota, 1989
• Wisconsin, 2001

• Corporate Counsel Association, Outstanding Corporate and Business Law Student Award, 1989

Community

• Metropolitan Economic Development Association Volunteer of the Year, 1993