|
Practice Summary Clark Opdahl advises and represents companies and individuals in a wide variety of transactions, including mergers and acquisitions, commercial transactions (supply and other commercial relationships), shareholder relationships and disputes, distribution/franchise relationships, intellectual property and securities issues. He has additional experience in real estate transactions, antitrust and bankruptcy matters.
Areas of Focus
- Antitrust, Distribution & Franchising
- Business Formation and Shareholder/Owner Agreements
- Commercial Transactions
- Corporate Finance
- Intellectual Property
- Mergers and Acquisitions
Representative Experience
- Represented various publicly held and privately owned companies and of individuals in acquisitions and divestitures of businesses up to and in excess of $300 million
- General business advice regarding wide variety of simple and complex business transactions and employee and independent contractor relationships
- Advised numerous clients regarding business formation issues, including choice of entity and governance issues and buy/sell and cross-purchase agreements
- Represented purchasers and sellers in private label supply agreement and in supply agreements for purchase of millions of dollars in services, components, materials and finished goods
- Represented lenders and borrowers in lending transactions, including secured and unsecured transactions
- Drafted multimillion dollar product development and supply agreement
- Drafted development agreement for development of products utilizing substantial patent portfolio
- Representation of client in purchase of accounting and financial personnel placement business with earn-out feature
- Represented seller of successful co-pack manufacturing company to private equity firm
- Represented four founding shareholders in the sale of their company to a publicly traded company
- Represented a client in the sale of engineering consulting company to a publicly traded company
- Directed the sale of a business by a founding owner to the company's management group
- Represented a large truck dealership in the acquisition of a business in Cleveland, Ohio. The transaction was an asset purchase with several complex arrangements, including employment agreements and phantom ownership agreements for selling owners who were being hired to grow development of the business following the closing
- Represented shareholder in family business valued in excess of $150 million dealing with shareholder control/dispute issues and related trust issues; and represented shareholder in sale of stock to ESOP in complex transaction involving multiple layers of financing and retained equity interests
- Represented borrower in $800 million multi-currency lending transaction for domestic borrower and foreign subsidiaries
- Represented borrower in $400 million bridge loan to finance acquisition of manufacturing company
- Represented syndicate of lenders in $600,000 secured bridge loan to borrower in which lenders received warrants to purchase borrower’s stock
- Represented licensors and licensees in patent licensing and trademark licensing transactions and in sales of patents and trademarks
- Reviewed and advised clients regarding advertising issues and UCC issues
- Represented companies owned by Employee Stock Ownership Plans (ESOPs), including financing, stock buyback and plan administration issues
- Advised manufacturing clients regarding antitrust issues, including Robinson-Patman price discrimination issues
- Drafted distribution and sales representative contracts for major manufacturers
- Advised manufacturers on termination of distributor and sales representative issues, including oversight of litigation arising out of such terminations
- Drafted and reviewed leases on behalf of commercial and industrial landlords and tenants
- Represented major property management firm acting as receiver of a property in foreclosure, including preparation and review of leases, conduct of unlawful detainer actions and advice on receivership matters
- Drafted landfill gas sale and easement contract for privately-owned landfill to permit it to take advantage of Internal Revenue Code Section 29 tax credits
- Represented developers, buyers, sellers, landlords and tenants in real estate transactions, including purchase and lease transactions
- Represented borrowers and lenders in construction lending transactions
Bar Admissions
- Minnesota
- United States District Court (District of Minnesota)
Professional Memberships
- Hennepin County Bar Association, Board of Directors, Finance and Planning Committee
- Minnesota State Bar Association
- Hennepin County Community Relations Committee (Co-Chair 1997-99; Chair 1988-90)
- Hennepin County Publications Committee (Co-Chair 1990-97)
- Legal Netlink Alliance, Executive Committee Member (2008-present)
Professional / Academic Honors
- Selected as a Super Lawyers® by peers in 2007, 2008, and 2010
- Who’s Who in American Law, 11th Edition, 2000-2001; 12th Edition, 2001-2002, 13th Edition, 2002-2003; 14th Edition 2003-2004
Other Professional Experience
- Vice President, D.A. Opdahl & Associates, Inc.
Publications / Speaking Engagements
- Co-Presenter, 2007 Henson & Efron Seminar Series, “Advanced Choice of Entity: Tax and Non-Tax Considerations”
- Presenter and Speaker, 49th Annual MNCPA Tax Conference, "Considerations in Choosing a Business Entity"
- Co-Presenter, 2003 Henson & Efron Seminar Series, co-sponsored by ADP and US Bank, "Effective Use of Buy/Sell Agreements"
- Co-Presenter, 2002 Henson & Efron Seminar Series, co-sponsored by ADP and US Bank, "Choice of Entity (Tax and Non-Tax Considerations)"
- Solid Waste Association of North America: Drafting and Negotiating Issues in Landfill Gas Sale Contracts (March, 1995)
- U.S. Environmental Protection Agency Landfill Gas Energy Recovery Financing Workshop: Drafting and Negotiating Issues in Landfill Gas Sale Contracts (June, 1995)
Education
- Juris Doctor, magna cum laude, William Mitchell College of Law, 1986
- Bachelor of Arts, Journalism, University of Minnesota, 1978
Back to Top |
