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Martin R. Rosenbaum 
Partner

p 612.672.8326
f612.642.8326
martin.rosenbaum@maslon.com

3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402

Marty Rosenbaum has over 25 years' experience advising public and privately held companies on securities and corporate matters. His practice is concentrated in securities and corporate finance, including public offerings, private placements, venture capital financings, and mergers and acquisitions involving public and private companies. He regularly advises public companies of all sizes regarding preparation of public reports and proxy statements, public disclosures, insider trading, securities regulatory compliance, corporate governance matters, executive compensation, and stock plan issues. Marty provides business legal services to privately held corporations, partnerships, and limited liability companies in all stages, from organization through their initial public offering or sale. He was named a "Leading Individual Minnesota Attorney" in Corporate/M&A by Chambers USA in 2007 - 2012. He served as president of the Twin Cities Chapter of the National Association of Stock Plan Professionals from 2007 - 2011. Marty is also the founder of www.ONSecurities.com, a top Minnesota legal blog addressing securities, governance and compensation issues currently facing public companies.

Areas of Practice
  • Business & Securities
  • Executive Compensation & Agreements
  • Growth Businesses
  • Independent Director Services
  • Mergers & Acquisitions
  • Private Placements
  • Public Company Securities Compliance
  • Public Offerings
  • Sustainable Business & Social Enterprise
Education
  • Yale Law School, New Haven, Connecticut, 1982
    J.D.
  • University of Iowa, Iowa City, Iowa, 1979
    B.S.
    Honors:  with high distinction
    Major: Psychology
Bar Admissions
  • Minnesota, 1982
Professional Associations and Memberships
  • Minnesota State Bar Association - Member
  • Hennepin County Bar Association - Member
  • National Association of Stock Plan Professionals (NASPP) - Twin Cities Chapter past president, 2007 - 2011; Board of Directors, 2000 - present
  • Society of Corporate Secretaries and Governance Professionals, Twin Cities Chapter - Advisory Council, May 2010 - present
  • Target Receivables Corporation, Subsidiary of Target Corporation utilized for securitization of credit card receivables - Member, Board of Directors (1999 - present)
  • LegalCORPS, non-profit organization promoting pro bono legal services for low-income businesses and non-profits - Board of Directors, Member, 2010 - present; Operations Committee, Chair, 2011 - present
  • Pro Bono Committee - Maslon Edelman Borman & Brand, LLP, Chair, 2007 - present
  • American Israel Chamber of Commerce & Industry of Minnesota - Member, Board of Directors, 2000 - 2007
  • Adath Jeshurun Congregation - Board of Trustees, past Member; TAMID Arts Committee, past Chair
Classes Taught
  • “A Perspective on Executive Compensation After Dodd-Frank”, (co-presenter), Financial Executives International Twin Cities Chapter, 2012
  • “Death, Taxes and Senior Executives”, 19th Annual National Association of Stock Plan Professionals Conference, San Francisco, 2011
  • “Death, Taxes and CEOs: Planning Perils, Pratfalls and Pointers in Executive Compensation”, 37th Annual Probate & Trust Law Section Conference, Minnesota CLE, 2011
  • “Corporate Governance and ‘34 Act Compliance: Your Shareholders Said What?”, RR Donnelly SEC Hot Topics Institute, 2011
  • “(Dodd) Frank Talk about New Governance and Compensation Requirements”, Meritas Webinar for Member Law Firms, 2010; Small Public Company Forum, 2010
  • “Engaging Volunteers and Delegating Responsibilities”, (panelist), National Association of Stock Plan Professionals Twin Cities Chapter Luncheon, 2010
  • “Lying Cheating Stealing & Fighting: Malfeasance in the Business Setting,”, Minnesota CLE, 2010
  • “Implications of the Dodd-Frank Act for IROs”, National Investor Relations Institute Twin Cities, 2010
  • SEC Accounting, Compliance and Legal Issues Update, 2004 - 2010, Bowne of Minnesota, Co-Chair, Presenter and Moderator of numerous panel discussions on disclosure, corporate governance, and executive compensation
  • Numerous Seminars and Panels on Securities, Corporate Governance and Executive Compensation prior to 2010
Publications
  • ONSecurities Blog, Editor and Blogger, July 2009 - present
  • Commentary on Corporate Governance, Securities Compliance and Executive Compensation Matters, Quoted in Los Angeles Times, Compliance Week, thecorporatecounsel.net, Minneapolis/St. Paul Business Journal, St. Paul Pioneer Press and Minneapolis Star Tribune
  • CEO Smackdown II, Minneapolis Star Tribune, March 16, 2009
  • Crunch Time At Hand for Executive Pay?, Star Tribune, August 7, 2006
Honors and Awards
  • Leading Individual Attorney in Minnesota for Corporate/M&A, Chambers USA 2007 - 2012
  • Recognized on Minnesota Super Lawyers® list, 1997 - 1998, 2000 - 2004, 2006 - 2008, 2011 - 2012 (Minnesota Super Lawyers® is a designation given to only 5 percent of Minnesota attorneys each year.)
  • Pro Bono Award, for commitment to pro bono service, Maslon Edelman Borman & Brand, LLP, 2012
  • ONSecurities.com, Marty’s Blog, recognized as a “Top 25 Minnesota Blawg,” MSBA Practice Blawg editors, 2010 - 2011
  • AV Preeminent, Martindale-Hubbell® (AV Preeminent and BV Distinguished are certification marks of Reed Elsevier Properties, Inc., used in accordance with the Martindale-Hubbell® certification procedures, standards and policies.)

Experience

  • Sunrise Senior Living, Inc. - Lead attorney in $86 million offering of convertible notes under Rule 144A, 2011.
  • The Valspar Corporation - Lead attorney in $400 million public debt offering in 2012, $300 million public debt offering in 2009, and several other debt and equity offerings; regular outside counsel in connection with SEC reports, corporate governance, and executive compensation plan design.
  • The Dolan Company - Regular outside counsel in connection with executive compensation matters.
  • Vascular Imaging Corporation - Represented organization through multiple rounds of equity financing; corporate advice, including technology licensing agreements and executive compensation structure and design.
  • CRYO-CELL International, Inc. - Represented management in 2007 proxy fight with dissident stockholder.
  • Norstan, Inc. - Represented the company in its 2005 acquisition by Black Box Corporation for $95 million, including negotiated tender offer and merger.
  • WPT Enterprises, Inc. (owner of World Poker Tour) - Lead attorney in $38 million initial public offering in 2004; regular outside counsel in connection with SEC reports, corporate finance and corporate governance until sale of the company in 2009.
  • Other emerging companies - Represented numerous companies in all aspects of financing, contracts and transactions, as well as serving in outside general counsel role.
  • Portage Equity Investments - Represented two venture capital funds in organization, financing and investment transactions.
  • Public Offerings and Private Placements - Represented issuers and investment banking firms in many offerings, ranging from small private placements to initial public offerings to large shelf registration statements for New York Stock Exchange listed companies.
  • Mergers of Publicly Held Companies - Represented companies and investment banking firms in connection with negotiations, SEC filings and securities compliance.
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ON Securities | A "Top 25 MN Blawg" on Securities, Governance & Executive Compensation Ranked in | Chambers USA 2012 | Martin R Rosenbaum

Maslon Edelman Borman & Brand, LLP  | 3300 Wells Fargo Center | 90 South Seventh Street | Minneapolis, MN 55402-4140 | p 612.672.8200