Martin R. Rosenbaum
Partner
Co-Chair of Business & Securities Group

Marty Rosenbaum, partner and co-chair of Maslon's Business & Securities Group, has almost 35 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. Marty 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. He 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.

Marty was named a "Notable Practitioner" in Corporate/M&A by Chambers USA in 2007-2018. He has served as president of LegalCORPS, a nonprofit organization that provides pro bono business law advice to low-income entrepreneurs and small nonprofits, from 2015-2017 and president of the Twin Cities Chapter of the National Association of Stock Plan Professionals from 2007-2011. He also wrote and edited an award-winning blog on securities compliance, corporate governance, and executive compensation during the era of the Dodd-Frank Act, 2010-2013.

Selected 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.

Professional Activities

American Bar Association
Minnesota State Bar Association: Business Law Section, Pro Bono Committee, Co-Chair 2013-present
Hennepin County Bar Association
LegalCORPS: Non-profit organization promoting pro bono legal services for low-income businesses and non-profits, Executive Committee 2014-present, President 2015-2017; Operations Committee, Chair 2011-2015
National Association of Stock Plan Professionals: Twin Cities Chapter past President 2007-2011; Board of Directors 2000-2014
Society of Corporate Secretaries and Governance Professionals, Twin Cities Chapter: Twin Cities Chapter, Advisory Council 2010-2014
Target Receivables Corporation: subsidiary of Target Corporation utilized for securitization of credit card receivables, Board of Directors 1999-2012
Maslon LLP: Pro Bono Committee, Chair 2007-2014
American Israel Chamber of Commerce & Industry of Minnesota: Board of Directors 2000-2007
Adath Jeshurun Congregation: Board of Trustees, past Member; TAMID Arts Committee, past Chair

Pro Bono Activities

LegalCORPS: Non-profit organization promoting pro bono legal services for low-income businesses and non-profits, Volunteer

NEWS

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Maslon Recognized as Leading Minnesota Firm in 2018 Chambers USA
February 7, 2018
Maslon Attorneys Selected for Inclusion in The Best Lawyers in America® 2018
August 15, 2017

PRESENTATIONS

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"Roles of Lawyers in Community Economic Development: Direct Representation," panel member, Community Development and Legal Assistance: Building Partnerships, Minnesota Supreme Court Legal Services Advisory Committee, 2016
June 29, 2016
"Public Company Disclosure of Contracts—and Why Private Companies Should Care," panel member, Contracts In Context, ACC Minnesota, 2016
March 3, 2016

Publications

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Commentary on Corporate Governance, Securities Compliance & Executive Compensation Matters in Los Angeles Times, Compliance Week, thecorporatecounsel.net, Minneapolis/St. Paul Business Journal, St. Paul Pioneer Press, Minneapolis Star Tribune
"Twitter's IPO Filing Shows Simple Governance Structure," ONSecurities.com, October 9, 2013

Recognition

North Star Lawyer, Minnesota State Bar Association, 2013, 2015-2016 (North Star Lawyer is a designation that recognizes members who provide 50 hours or more of pro bono legal services in a calendar year.)

Notable Practitioner in Minnesota for Corporate/M&A, Chambers USA, 2007-2018

Selected for inclusion in The Best Lawyers in America®, 2018

Recognized on Minnesota Super Lawyers® list, 1997-1998, 2000-2004, 2006-2008, 2011-2017 (Minnesota Super Lawyers® is a designation given to only 5 percent of Minnesota attorneys each year, based on a selection process that includes the recommendation of peers in the legal profession.)

Pro Bono Award, for commitment to pro bono service, Maslon 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.)

martin.rosenbaum@maslon.com
p 612.672.8326   f 612.642.8326
3300 Wells Fargo Center, 90 South Seventh Street
Minneapolis, MN 55402
Areas Of Practice
Key Industry Groups
Bar Admissions
Minnesota, 1982
Education
Yale Law School
J.D., 1982
University of Iowa
B.S., with high distinction, 1979
Major: Psychology
Notable

MARTY IS RANKED AS A NOTABLE PRACTITIONER IN MINNESOTA FOR CORPORATE/M&A IN CHAMBERS USA 2018. HE HAS ALSO BEEN SELECTED FOR INCLUSION IN THE BEST LAWYERS IN AMERICA® 2018 AND THE 2017 MINNESOTA SUPER LAWYERS® LIST. ADDITIONALLY, HE IS RECOGNIZED AS A 2016 NORTH STAR LAWYER BY THE MINNESOTA STATE BAR ASSOCIATION.

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