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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" in Minnesota in Corporate/M&A by Chambers USA in 2007, 2008 and 2009. He is the President of the Twin Cities Chapter of the National Association of Stock Plan Professionals. Marty is also the founder of www.ONSecurities.com, a unique legal blog addressing securities, governance and compensation issues currently facing public companies.

Areas of Practice
  • Business & Securities
  • Growth Businesses
  • Executive Compensation & Agreements
  • Independent Director Services
  • Mergers & Acquisitions
  • Private Placements
  • Public Offerings
  • Public Company Securities Compliance
  • 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
Representative Clients
  • The Valspar Corporation
  • Dolan Media Company
  • ante5, Inc. (successor to WPT Enterprises, Inc.)
  • Vascular Imaging Corporation
Professional Associations and Memberships
  • National Association of Stock Plan Professionals (NASPP) - Twin Cities Chapter President (2007 - present), 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 (June 2010 - present)
  • Pro Bono Committee, Maslon Edelman Borman & Brand, LLP, 2007 - present - Chair
  • American Israel Chamber of Commerce & Industry of Minnesota - Member, Board of Directors (2000 - 2007)
  • Adath Jeshurun Congregation, (1995 - 2008) - Board Member; Chair, TAMID Arts Committee
  • Jewish Community Center of Greater Minneapolis - Volunteer of the Year, 1999; Chair of Youth Choir (1998 - 2003)
  • Minnesota State Bar Association - Member
Classes Taught
  • SEC Accounting, Compliance, Legal Issues and Executive Compensation Update, 2004-2010, Bowne of Minnesota, Co-Chair, Presenter and Moderator of Numerous Panel Discussions
  • Proxy Season Preview: Don't Get Caught Unprepared, Small Public Company Forum, January 2010
  • "Busted: Don't be Blindsided by the SEC's New Enforcement Posture" December 2009, Hennepin County Bar Association In-House Counsel Lunch Program
  • Reporting Challenges for Public Companies, Minnesota CLE, 2009
  • Securities Litigation and Business Fraud, Minnesota CLE, August 31, 2009
  • Underwater World - Dealing with Out-of-the-Money Stock Options, Small Public Company Forum, 2009
  • Moderator of Panel Discussion on Stock Plan Litigation and Clawbacks, Twin Cities Chapter, National Association of Stock Plan Professionals, All-Day Conference, 2008
  • Pay Me Now or Pay Me Later. How will IRC Section 409A Final Regulations Impact Executive Compensation?, A Maslon Speakers Series Seminar, 2007
  • Moderator for Panel Discussion on Stock Plan Litigation Issues, National Association of Stock Plan Professionals, Twin Cities Chapter, 2007
  • Numerous Seminars and Panels prior to 2007
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, St. Paul Pioneer Press and Minneapolis StarTribune
  • CEO Smackdown II, Minneapolis Star Tribune, March 16, 2009
  • Crunch Time At Hand for Executive Pay?, Minneapolis Star Tribune, August 7, 2006
  • Articles on Selected Topics, Included in "Effective Investor Relations" by Michael Rosenbaum, CCH, 2004
Honors and Awards
  • Leading Individual Attorney in Minnesota for Corporate/M&A, Chambers USA 2007-2010
  • Minnesota Super Lawyers
  • Top 40 Business Minnesota Super Lawyers
  • AV Rating, Martindale-Hubbell (AV, BV, and CV are registered certification marks of Reed Elsevier Properties, Inc., used in accordance with the Martindale-Hubbell certification procedures, standards and policies)
Experience
  • The Valspar Corporation - Lead attorney in $300 million public debt offering in 2009; $350 million public debt offering in 2007 and several other debt and equity offerings; regular outside counsel in connection with SEC reports, corporate governance, and executive compensation plan design.
  • Dolan Media company - Regular outside counsel in connection with executive compensation matters.
  • Best Buy Company - Provided advice on executive compensation plan design and documentation.
  • Vascular Imaging Corporation - Represented from organization through multiple rounds of equity financing; corporate advice, including technology licensing agreements and executive compensation structure and design.
  • CRYO-CELL International, Inc. - June 2007 - represented management in 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.
  • U.S. Bancorp Piper Jaffray Inc. - Represented underwriters in $60 million capital securities offering by Community First Bankshares, Inc. in 2003.
  • 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.
Top Ranked Chambers USA 2009 Best Lawyers The World's Premier Guide
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Ranked In | Chambers USA 2010 | Leading Individual Attorney Corporate/M&A

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