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Practice Summary Jennie Clarke focuses her practice on corporate finance and securities, mergers and acquisitions, start-up and emerging business, general business issues and transactions. She has experience representing both issuers and underwriters in public offerings, issuers and investors in private offerings and venture capital transactions, and publicly held companies in securities reporting and compliance matters. Jennie also has significant experience negotiating and completing complex acquisitions, dispositions and other business transactions in a variety of industries, including manufacturing, retail, medical devices, biotechnology, services, information technology, and health care. She represents emerging businesses in the medical device, entertainment, software, Internet, manufacturing, design and other industries.
Areas of Focus
- Mergers and Acquisitions
- Securities Law
- Business Formation and Shareholder/Owner Agreements
- Commercial Transactions
- Corporate Finance
- Antitrust, Distribution & Franchising
- Banking
Representative Experience Mergers and Acquisitions
- Representing sellers of vending management businesses
- Representing sellers of soft drink bottlers in multiple transactions
- Representing seller in sale of 27 nursing homes second aid and acquisition of replacement properties in tax-free exchange
- Representing sellers in sales of grocery stores, graphic arts business, sound stage recording business and various manufacturing businesses, including building supply products, automotive service equipment, specialized hardware products
- Representing buyers in multiple acquisitions in a variety of industries, including retail of paint stores, shopping centers, rental properties, a wide array of manufacturing businesses, insurance restoration, air conditioning and heating products, food products
- Completed related acquisitions of plastics and paper manufacturing companies and credit facility
- Completed acquisition of food manufacturing business, including financing transactions with commercial and mezzanine lenders and industrial revenue bond financing
Securities
- Representing underwriters in public offerings of specialized manufacturing company, medical device company
- Representing issuers in public offerings of diversified manufacturer, equipment dealership, software company, radio holding company, research service company and retail food chain
- Representing venture capital investors in multiple investment transactions
- Representing seller of a portfolio of investments in fifteen limited partnerships
- Representing trustees in ESOP transactions
- Representing broker/dealers in investment transactions, 1934 Act issues
- Representing issuers in private common stock, preferred stock and debt offerings
- Completed exchange offer with Luxembourg 19 holding company
- Representing reporting companies in connection with 1934 Act reporting, Section 16, Rule 144, employee benefit plan issues, insider trading and other securities issues
General
- Representing borrowers and lenders in financing transactions
- Representing businesses, including start-up and emerging businesses, in various industries including medical device, software, internet, manufacturing, entertainment, retail, service, design, vending management and other industries
- Negotiating supply, purchasing, licensing, distribution, employment, shareholder and other agreements
Bar Admissions
- Minnesota (1992)
- New York (1989)
Professional Memberships
- American Bar Association
- Minnesota State Bar Association
- Hennepin County Bar Association
Professional / Academic Honors
- Executive Research Editor, NYU Journal of International Law & Politics
- Featured in the Rising Stars issue of Minnesota Law & Politics magazine in 2002
Other Professional Experience
- Legal Writing Instructor, University of Minnesota School of Law
- Member, Task Force on Minnesota Professional Firms Act
Publications / Speaking Engagements
- Presenter, Minnesota CLE International Business Law Institute, April 24, 2007
- Co-Presenter, 2005, 2004 Henson & Efron Seminar Series, co-sponsored by ADP and US Bank, "Mergers & Acquisitions"
- Co-Presenter, 2005, 2003 Henson & Efron Seminar Series, co-sponsored by ADP and US Bank, "Effective Use of Buy/Sell Agreements"
- Panel Speaker, 2002 Henson & Efron Seminar Series, co-sponsored by ADP and US Bank, "Choice of Entity (Tax and Non-Tax Considerations)"
- Co-Presenter, The Collaborative, 1997 Annual Venture Finance Conference, "Going Public II: The Registration Process"
- Presenter, MCLE 2006, 2004, 2003, 2002, 1999 Purchase and Sale of a Business, "Drafting Asset Purchase Agreements"
- Co-Presenter, 2000, National Business Institute, "Negotiating and Drafting Acquisition Agreements in Minnesota"
- Co-Presenter, 1997, MILE, Corporate Practice Institute, "Corporate Partnering: Structuring Strategic Alliances"
- Co-Presenter, The Collaborative, "Get It in Writing"
- Co-Presenter, The Collaborative, 1997 Annual Spring Growth Conference "Alliances: Careful Structuring Can Make Them Work"
- Co-Presenter, 1996, SBA, Getting Paid, "Statutory Liens"
- Note, "The Chinese Population Policy: A Necessary Evil?," 20 N.Y.U.J. Int'l Law & Pol. 321 (1987)
Community Activities
- President-Elect, Director, Textile Center, Minneapolis, MN
- Secretary, Director, Minnesota Center for Photography, Minneapolis, MN
- Alto, (mostly) Madrigals, Minneapolis, MN
- Past President, Textile Center of Minnesota, Minneapolis, MN
- Former Elder, Fundraising Committee Co-Chair, Jan Hus Presbyterian Church, New York, New York
Education
- Juris Doctor, New York University School of Law, 1988
- Bachelor of Arts, magna cum laude, International Relations (specialization in China), University of Pennsylvania
- Georgetown University, Institute on Comparative Political and Economic Systems (summer program)
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