Martin R. Rosenbaum
Of Counsel
Overview
Marty Rosenbaum is a corporate law advisor with 40+ years of experience in solving legal and business problems; orchestrating complex deals to finance, grow and sell businesses; and instituting best practices for publicly held and private companies. He has often acted as an outside general counsel to management and boards of directors. As a retired partner, he now focuses on expanding the rich pro bono traditions of Maslon by orchestrating transactional pro bono programs to help low income entrepreneurs and low income nonprofits thrive.
Marty has twice been the sole person named Lawyer of the Year, Securities and Capital Markets in Minneapolis (2025 and 2021), by Best Lawyers in America®, and for multiple years he was named one of the top 10 attorneys in Corporate Law/M&A in Minnesota by Chambers and Partners. He has been a frequent educator and writer, including producing a securities law blog that was twice named a Top Blawg by the Minnesota State Bar Association. For six years he was co-chair of Maslon's Corporate & Securities Group, helping to shape the strategy and direction of this practice group.
Marty is passionate about pro bono service, including more than 20 years as a volunteer attorney with LegalCORPS, and he is a past president and longtime board member of LegalCORPS. He is currently organizing transactional pro bono programs for low income entrepreneurs and small nonprofits, including brief advice clinics, limited scope representation, and educational programs. He has twice received the Maslon Pro Bono Award and has received the LegalCORPS Volunteer of the Year Award, and for many years he has been named a North Star Lawyer for pro bono service.
Experience
- The Valspar Corporation – Lead attorney in debt and equity offerings with proceeds of more than $2.4 billion since 2000; regular outside counsel in connection with SEC reports, corporate governance, and executive compensation plan design.
- Skyline Medical Inc. – Regular outside counsel in connection with corporate and securities matters, including public and private equity offerings, SEC reports and registration statements, mergers and acquisitions, restructuring of indebtedness and litigation management.
- Nortech Systems, Inc. – Regular outside counsel in connection with corporate and securities matters, including SEC reports, corporate governance, mergers and acquisitions, and executive compensation matters. As Corporate Secretary, prepare materials and minutes for board and committees.
- Sunrise Senior Living, Inc. – Lead attorney in $86 million offering of convertible notes under Rule 144A, 2011; outside counsel in connection with SEC reports, corporate governance issues and corporate finance matters, 2011-2014. Served as co-counsel in $16 million public equity offering in 2015.
- 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.
- Other emerging companies – Represented numerous companies in all aspects of financing, contracts and transactions, as well as serving in outside general counsel role.
- 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.
- Executive Compensation Matters – Advised public and privately held companies on compensation plans and structure, including equity plan design, executive employment and separation agreements, and compliance with the deferred compensation restrictions of Code Section 409A.
Honors
Recognized in Chambers USA: America’s Leading Lawyers for Business, Corporate/M&A, Minnesota, 2007-2023
Recognized on Minnesota Super Lawyers® list, 1997-1998, 2000-2004, 2006-2008, 2011-2025 (Minnesota Super Lawyers® is a designation given to only 5% of Minnesota attorneys each year, based on a selection process that includes the recommendation of peers in the legal profession.)
Selected for inclusion in The Best Lawyers in America®, 2018-2025
Volunteer of the Year Award, LegalCORPS, 2019
Best Lawyers' Minneapolis Securities Regulation—Lawyer of the Year, 2025 and 2021
North Star Lawyer, Minnesota State Bar Association, 2013, 2015-2017, 2019-2021 (North Star Lawyer is a designation that recognizes members who provide 50 hours or more of pro bono legal services in a calendar year.)
Recognized as a Top Lawyer, Minnesota Monthly, 2022-2023 (The research for the Top Lawyers list, created by Professional Research Services, is based on an online peer-review survey sent to all attorneys in Minnesota.)
Pro Bono Award, for commitment to pro bono service, Maslon LLP, 2024 and 2012
ONSecurities.com, Marty's Blog, recognized as a "Top 25 Minnesota Blawg," MSBA Practice Blawg editors, 2010-2011
AV Preeminent, Martindale-Hubbell®