Wayne W. Carlson
Assistant: Dana Taylor, 701.237.8238
“Good advice from an attorney involves more than legal knowledge; it requires sound judgment, diverse business experience and the ability to assess and balance risk in furtherance of the client’s goals.”
Wayne is a business lawyer providing services to a diverse group of clients across a range of industries including agribusiness, real estate, finance, technology, health care and transportation.
He serves as outside general counsel to a number of businesses, guiding them through the legal and business issues that arise on a day-to-day basis. He also represents business clients at key milestones, including formation, purchase and sale, real estate transactions, financing and other commercial and financial transactions. He has substantial experience in the agricultural industry and carries a deep understanding of the issues that affect agricultural producers and agribusinesses on a daily basis.
Prior to joining the firm, Wayne was senior vice president and general counsel at an agricultural finance cooperative where he was principal legal advisor to the board of directors, chief executive officer and senior leadership team.
- Buyer’s counsel in acquisition of 5,403 acres of North Dakota farmland.
- Counsel to a North Dakota REIT in multiple mortgage loan financing transactions.
- Representation on both sell and buy sides in transactions for the purchase and sale of commercial grain elevators.
- North Dakota M&A counsel for several transactions in the Williston Basin in Western North Dakota, including acquisitions of a crude oil terminal, produced water pipelines and a saltwater disposal well.
- Counsel for technology company in the purchase and financing of manufacturing and office space located in the North Dakota State University Research and Technology Park.
- Representation of issuers in multiple private placement securities offerings.
- Served as senior vice president and general counsel for an agricultural finance cooperative with over $4 billion in owned assets and approximately 390 employees
- Assisted in merger of two Farm Credit System associations having combined post-merger managed assets of over $3.1 billion
- Provided buy-side representation in acquisition of various tax/accounting practices and crop insurance agencies
- Represented buyers and sellers in several commercial and agricultural real estate transactions
- Obtained a $3.2 million verdict for an equipment supplier (reduced to $1.7 million after setoff for counterclaim) in an action for breach of a distributor agreement
- Provided general corporate representation across all areas including corporate governance, regulatory compliance, administrative law and related matters
- Creditor representation in numerous agricultural lending transactions ranging from individual producer loans to large multi-lender agribusiness credit facilities
Articles & Presentations
March 15, 2018
By Wayne W. Carlson, Michael S. Raum & Elizabeth L. Alvine
North Dakota law broadly prohibits non-compete and non-solicitation provisions in contracts, particularly between employer and employee, but also for anyone entering into such an agreement outside of the employment context. The North Dakota Supreme Court’s recent opinion takes this prohibition one step furtherRead More
July 21, 2017
The North Dakota legislature substantially modified the program, reenacting it as the “Angel Investor” tax credit program during the 2017 legislative session.Read More
April 24, 2017
On April 14, 2017, Governor Burgum signed Senate Bill No. 2223, as passed by the North Dakota legislature, amending key sections of North Dakota’s Revised Uniform Limited Liability Company Act.Read More
January 18, 2017
No one wants to be audited, whether by the IRS or the state tax authorities. However, there may be instances in which it is important to make sure that you are actually subject to an audit, in order to ensure that your rights are protected.Read More
November 11, 2016
The end of the calendar year is a busy time for business lawyers and their clients. Each year we handle a number of transactions that clients want completed before year-end. These matters may include the purchase or sale of business assets, real estate transactions, financings, business formation and a host of other transactions.Read More
September 13, 2016
When we talk to clients about forming new business entities, one of their primary goals is to shield themselves and other stakeholders from personal liability as much as possible. As a general rule, corporations, limited liability companies (LLCs) and limited liability partnerships (LLPs and LLLPs) are business entities that are separate and distinct from their shareholders or members, which means the owners’ personal liability is limited.Read More
July 6, 2016
Find out what the recently adopted Revised Uniform Limited Liability Company Act means for North Dakota business and which changes may surprise those who are used to forming their own LLCs.Read More
Honors & Education
- University of Minnesota Law School, J.D., 1991, cum laude
- North Dakota State University, B.S., 1988, with honors
- Minnesota, 1991
- North Dakota, 1991
- United States Court of Appeals, Eighth Circuit, 1992
- United States District Court for the District of Minnesota, 1992
- United States District Court for the District of North Dakota, 1992
- Best Lawyers’ Corporate Law “Lawyer of the Year” in Fargo, 2017
- The Best Lawyers in America, 2006-2007, 2016-2018
- Minnesota State Bar Association, North Star Lawyer, 2016
- Chambers USA: America’s Leading Lawyers for Business, 2005-2007, 2015-2018
- Great Plains Super Lawyers, Super Lawyer, 2007, 2009 and 2018
- Minnesota State Bar Association
- State Bar Association of North Dakota
- Cass County Bar Association