Attorney, Shareholder: Scott M. Hagel
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Practice Summary
Scott M. Hagel focuses his practice on a full spectrum of basic to complex business issues and transactions of all types. His practice includes commercial transactions, mergers and acquisitions, corporate finance, tax matters, shareholder disputes, and securities matters. Scott has significant experience representing buyers, sellers, investors, and shareholders in all phases of strategic transactions across numerous industries. He also advises clients on business formation, choice of entity, corporate governance, securities offerings, and tax disputes.
Representative Experience
General
- General business advice regarding wide variety of simple and complex business transactions
- Advised numerous clients regarding business formation issues, including choice of entity and governance issues and buy/sell agreements
- Drafted and negotiated all types of sale and supply agreements for clients in numbers industries
Securities
- Represented numerous issuers in private common stock, preferred stock and debt offerings
Tax
- Prepared and received favorable IRS private letter ruling
- Negotiated several tax disputes with IRS and MN Department of Revenue
- Prepared several protest letters for clients being audited by the MN Department of Revenue
- Obtained tax-exempt status for several non-profit corporations
- Created sales and service subsidiary for large manufacturing client
- Prepared and created several complex investment structures through limited liability companies utilizing priority returns and special allocations
Mergers and Acquisitions
- Significant experience representing potential buyers in public auction and due diligence processes
- Represented seller in sale of stock of dry food packaging business
- Represented seller in sale of assets of manufacturer of spa and bath products
- Represented buyer in purchase of stock of manufacturer of liquid, solid and gas filtration equipment
- Represented buyer in acquisition of assets of manufacturer of commercial, municipal and residential wastewater systems and related products ($10M)
- Represented buyer in acquisition of stock of manufacturer of water filtration systems ($215M)
- Represented shareholder in sale of stock to ESOP in complex transaction involving multiple layers of financing and retained equity interests ($84M)
- Represented sellers in the sale of assets of a third generation family-owned soft drink bottling company ($17M)
- Represented buyer in acquisition of assets of manufacturer of pool heat pumps ($8.3M)
- Represented buyer in acquisition of assets of manufacturer of automatic swimming pool cleaners and replacement parts ($8.6M)
- Represented seller in sale of assets of automotive accessories manufacturer ($26.79M)
- Represented seller is sale of stock of manufacturer of lubrication service equipment ($104.5M)
- Represented seller in sale of stock of vending machine management business ($34M)
- Represented seller in sale of assets of dorm room loft and refrigerator rental business ($2.4M)
- Conducted due diligence on manufacturer of drinking water filtration systems in connection with $120M stock acquisition
- Represented sellers in sales of floor finishing applicators business, manufacturer of custom window coverings, business broker franchisor, bowling alleys, residential and commercial building repair business, movie theaters, pawn shops, vending machine management business, manufacturer of paint mixing and shaking equipment and manufacturer of aquarium equipment
- Represented buyers in purchases of a resort, manufacturer of solids handling pumps and replacement parts, regional newspaper and manufacturer of brine tanks and pressure vessels
- Prepared and filed Hart-Scott-Rodino premerger notification filings in connection with acquisitions and dispositions
Bar Admissions
- Minnesota
Professional Memberships
- American Bar Association
- Minnesota State Bar Association
- Hennepin County Bar Association
Professional / Academic Honors
- Selected for inclusion in Minnesota Super Lawyers-Rising Stars Edition 2005, 2006, 2007, 2008 and 2009
- Editor, William Mitchell Law Review
Publications / Speaking Engagements
- Presenter, 2012 National Business Institute video broadcast, “Helping Your Client Buy or Sell a Small-to-Medium Sized Business”
- Presenter, 2012 Minnesota Chapter of the Association of Corporate Counsel, “Beyond Boilerplate: Advanced Supply Contract Negotiations and How Contractual Liability Provisions Can Protect Your Company”
- Presenter, 2011 Minnesota Small Business Conference, “Choice of Entity and Formation Track: Partnerships”
- Presenter, 2011 National Business Institute, “Advanced Mergers and Acquisitions”
- Presenter, 2011 MNCLE Business Law Institute, “Multinational Commercial Contracts”
- Presenter, 2010 NBI, Mastering Mergers and Acquisitions Seminar, “Skillfully Navigate M&A Tax Procedures”
- Presenter, 2010 NBI, Mastering Mergers and Acquisitions Seminar, “The Nuts and Bolts of Drafting and Negotiating the Acquisition Agreement”
- Presenter, 2011 MNCLE Business Law Institute, “Supply Agreements: The Devil’s in the Details”
- Presenter, 2009 Sunbelt Business Brokers Seller’s Seminars, “How to Sell Your Business for the Right Price at the Right Time”
- Presenter, 2007 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S.Bank, ”Advanced Choice of Entity; Tax and Non-Tax Considerations”
- Presenter, 2007 Sunbelt Business Brokers Seller’s Seminars, “The Tax Advantages Associated with Personal Goodwill”
- Presenter, 2006 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S.Bank, “Bankruptcy Workouts: Issues Related to Troubled Companies”
- Presenter, 2006 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S.Bank, “Minority Shareholder Issues: Advising the Closely Held Business”
- Presenter, 2005 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S.Bank, “Mergers & Acquisitions in Closely Held Businesses”
- Presenter, 2005 and 2002 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S.Bank, “Considerations in Choosing a Business Entity (Tax and Non-Tax Considerations)”
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Presenter, 2005 MCLE Purchase and Sale of Business, “Drafting Asset Purchase Agreements”
- Presenter, 2003 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S.Bank, ”S-Corporations Tax Issues”
- Presenter, 2003 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S.Bank, “Effective Use of Buy/Sell Agreements in Closely Held Businesses”
- Co-author and co-presenter, 2007 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S. Bank, “Advanced Choice of Entity: Tax and Non-Tax Considerations”
- Presenter, Sunbelt Business Brokers seminar, “The Tax Advantages Associated with Personal Goodwill”
- Co-Presenter, 2006 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S. Bank, “Bankruptcy and Workouts: Issues Related to Troubled Companies”
- Co-Presenter, 2006 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S. Bank, “Minority Shareholder Issues: Advising the Closely Held Business”
- Co-Presenter, 2005 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S. Bank, “Mergers & Acquisitions in Closely Held Businesses”
- Co-Presenter, 2005 and 2002 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S. Bank, “Considerations in Choosing a Business Entity (Tax and Non-Tax Considerations)”
- Presenter, MCLE 2005 Purchase and Sale of Business, “Drafting Asset Purchase Agreements”
- Co-Presenter, 2003 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S. Bank, “S-Corporations Tax Issues”
- Panel Speaker, 2003 Henson & Efron, P.A. Seminar Series, co-sponsored by ADP and U.S. Bank, “Effective Use of Buy/Sell Agreements in Closely Held Businesses”
- Author “The Stream of Commerce Theory in Minnesota: Does the Shoe Fit?,” 24 Wm. Mitchell L. Rev. 231 (1998)
Education
- J.D., magna cum laude, William Mitchell College of Law, 1999
- B.S., North Dakota State University, 1996