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Public Companies
We help you manage being a public company in a practical, efficient, hands-on manner that is consistent with your business objectives.
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What We Do
A Style You Will Appreciate
At Fredrikson & Byron, we’ve built a reputation as the firm “where law and business meet,” which means understanding our clients’ businesses, industries, and unique needs is at the heart of our mission. We focus on managing your SEC-related obligations in a practical, efficient, hands-on manner that is consistent with your business objectives.
Here is how our style works for you:
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Practical business solutions that focus on your business and provides legal advice that gets results
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Creativity that draws from deep and broad experience and our understanding that great solutions are not always complicated or expensive
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Relationship-focused approach that works with you to find solutions to accomplish your goals
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Excellent service using a cost-effective and dedicated team approach to ensure responsiveness
Fredrikson & Byron’s Public Companies group helps companies, directors and shareholders manage their SEC and stock market filings and obligations, internal compliance procedures, corporate governance matters and transactions. Our client base includes established businesses and growth companies in a wide range of industries such as life sciences, manufacturing, distribution and retail. With each client, we strive to find the solutions it needs to reach its business goals.
Our team of more than 20 attorneys and paralegals understands the needs of public companies and their directors and shareholders. Each client receives the benefit of deep bench strength coupled with a focus on delivering responsive, cost-effective and tailored service. We are flexible in our styles and routinely work with CFOs, controllers, in-house attorneys and other SEC and financing service providers.
Experience
Experience That Works For You
You can access our deep experience with any of the following services:
Public Company Reporting
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Periodic and annual reports
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Compensation and benefits disclosures
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Sarbanes-Oxley and Dodd-Frank compliance
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Compliance with NYSE, Nasdaq and other market listing requirements
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Confidential treatment requests, no-action letters and responses to SEC comments
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Shareholder proposals and activism
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Insider trading and other compliance policies
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SEC investigations and enforcement
Board and Management Advice
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Advise boards and committees on structure and duties
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Manage relationships between the board, shareholders, management and other corporate constituencies
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Executive compensation and employee benefits
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Evaluate conflicts of interest and corporate opportunity issues
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Corporate, legal and ethical investigations and compliance reviews
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Board and officer fiduciary duties
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Board composition, procedures and charters
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Directors’ and officers’ liability and insurance
Shareholder and Investor Relations
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Proxy statements
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Annual meetings
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Shareholder and market communications
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Share repurchase programs
Beneficial Ownership Reporting
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Prepare and file Section 13 and 16 reports
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Advise on beneficial ownership reporting requirements
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Short-swing profit issues
Transactions
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Public offerings and private placements
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Venture capital and institutional investments
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Mergers, acquisitions, divestitures, spin-offs and going private transactions
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Negotiating underwriting and other financing agreements
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Assistance with valuation
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Shareholder agreements
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Evaluate financing alternatives and assessing organizational structures
Representative Clients
We are primary SEC counsel, and also serve as special SEC and committee counsel, to many public companies located in Minnesota and throughout the United States. Our services reach a wide-range of public companies including pre-revenue companies and smaller reporting companies such as Arno Therapeutics and Sajan, mid-cap companies like Arctic Cat and Titan Machinery and large, mature companies such as Medtronic. Our clients include:
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Public companies
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Private companies seeking to access the public markets
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Boards of directors and special committees
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Shareholders
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Strategic and venture capital investors
News & Articles
Fredrikson & Byron Represents Sajan in its Sale to AMPLEXOR International
April 28, 2017
Fredrikson & Byron acted as legal counsel to Sajan Inc. (NASDAQ: SAJA), a full-service language translation and localization services provider, in its merger agreement with AMPLEXOR International SA, a leading digital solution provider headquartered in Luxembourg.
Read MoreFredrikson & Byron Represents Bio-Techne Corporation in its Acquisition of Zephyrus Biosciences, Inc.
April 8, 2016
Fredrikson & Byron acted as legal counsel to Bio-Techne Corporation (NASDAQ: TECH), a global life sciences company providing innovative tools and bioactive reagents for the research and clinical diagnostic communities, in its acquisition of Zephyrus Biosciences, Inc.
Read MoreThe SEC’s Announces 2016 Exam Priorities
February 5, 2016
The Securities and Exchange Commission (SEC), through its Office of Compliance Inspections and Examinations (OCIE), has published its exam priorities for 2016. According to the SEC, these priorities reflect certain practices and products that may present heightened risk to investors and/or the integrity of the U.S. capital markets.
Read MoreRefreshing the Board of Directors
August 6, 2014
By John H. Stout & Elizabeth M. Dunshee
Increasingly shareholders, other stakeholders and regulators are seeking greater board turnover and diversity in board composition as the tenure of directors, age limits and term limits increase. Unquestionably, board performance begins with board composition, the character, integrity, competence and skills of those who comprise the corporation’s governing body. Selection, oversight, evaluation, compensation, and if necessary, termination of the CEO, equally as important as board composition, depends on the character, fortitude, experience and skills of those who comprise the Board of Directors. Board composition remains one of the most, if not the most, challenging aspects of corporate governance. Below are thoughts respecting tools that boards may use to address board composition and increasing concerns about overly long director tenure.
Read MoreFredrikson & Byron Represents Bio-Techne’s Investment in CyVek, Inc.
April 4, 2014
Fredrikson & Byron acted as legal counsel for Techne Corporation in its $10 million equity investment in CyVek.
Read MoreFredrikson & Byron Represents Medtronic in its Public Offering of Senior Notes
March 14, 2014
Fredrikson & Byron acted as legal counsel for Medtronic, Inc. in its public offering of $250 million principal amount of its 0.875% Senior Notes due 2017, $250 million principal amount of its floating rate Senior Notes due 2017, $850 million principal amount of its 3.625% Senior Notes due 2024, and $650 million principal amount of its 4.625% Senior Notes due 2044.
Read MoreInsider Trading: What Public Companies Should Know Now
September 1, 2013
Recent high-profile insider trading cases brought by the SEC and the DOJ have resulted in hefty prison sentences, fines and settlements.
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