Timothy S. Hearn

Partner

Minneapolis

P: (612) 340-7802

F: (612) 340-8738

Partner in the Corporate group. Mr. Hearn practices in the areas of securities and general corporate law, particularly as they relate to small and mid-cap public companies, providing advice to boards of directors and management on mergers and acquisitions, corporate governance and fiduciary duty issues, public and private offerings of debt and equity. He has also represented underwriters, placement agents, investment partnerships, real estate investment trusts and venture capital investors in various transactions.

Representative Transactions

Represented Pemstar, Inc. in $300 million stock-for-stock acquisition by Benchmark Electronics, Inc.
Represented Synovis Life Technologies, Inc. in $29.5 million acquisition of interventional business assets by Heraeus, S.A.
Represented MGI PHARMA, Inc. in $177 million cash and stock acquisition of Guilford Pharmaceuticals Inc.
Represented MGI PHARMA, Inc. in $348 million Rule 144A offering of Senior Subordinated Convertible Notes.
Represented Curative Health Services, Inc. in $185 million Rule 144A offering of 10¾% Senior Notes.
Represented ATS Medical, Inc. in $22.4 million placement of 6% Convertible Senior Notes.
Represented Curative Health Services, Inc. in $150 million cash acquisition of Critical Care Systems, Inc.
Represented Great Plains Software, Inc. in $1.1 billion stock-for-stock acquisition by Microsoft Corporation.
Represented ZEOS International, Ltd. in complex $900 million acquisition of two subsidiaries of Micron Technology, Inc. for 89% of ZEOS’ common stock.
Represented Kahler Realty Corporation in connection with complex conversion of operating hotel company into separate REIT and hotel management companies.
Represented Great Plains Software, Inc. in $90 million stock-for-stock acquisition of Solomon Software Corporation.
Represented Vascular Solutions, Inc. in $42 million initial public offering of common stock and two prior rounds of venture financing.
Represented LecTec Corporation in sale of two business segments and restructuring of remaining business.
Represented USP Real Estate Investment Trust in sale of all assets and liquidation of trust.
Represented MGI PHARMA, Inc. in numerous public and private offerings of common stock.
Represented ATS Medical, Inc. in numerous public and private offerings of common stock.

Presentations

Panel Member, "Here We Go Again! More Proxy Statement Rule Changes," Dorsey U, January 2010
Moderator, "Creative Funding Options - Follow the Money," LifeScience Alley Conference and Expo, December 2009
Panel Member, "Accounting Judgments, Estimates and Restatements: Implications for Audit Committee Oversight," KPMG Audit Committee Roundtable, December 2005
Panel Member, "Enhancing Oversight of Internal Control Over Financial Reporting," KPMG Audit Committee Roundtable, May 2005
Panel Member, "Contract Drafting: Representations and Warranties," Dorsey U, April 2004
Panel Member, "Contract Boilerplate Provisions: Out of the Boilerplate into the Fire," Dorsey U, July 2003
"New Rule 10b5-1," American Society of Corporate Secretaries Minnesota Chapter, June 2001
"Executive Compensation Update," Glasser LegalWorks SEC Issues Update, May 2001
"The Aircraft Carrier: A Guided Tour," American Society of Corporate Secretaries Minnesota Chapter, December 1998
Local commentator for satellite simulcast of seminar on "The New Executive Compensation Disclosure Requirements and Section 16 Developments," Jesse Brill's The Corporate Counsel and The Corporate Executive, January 1993
Moderator for "The New SEC Executive Compensation Disclosure Rules: A Roundtable Discussion," Hennepin County Bar Association, December 1992
"Annual Securities Law Developments Update," Minnesota State Bar Association, Business Law Institutes 1989-1992

Professional Activities

Member, Board of Directors of World Voices chorale 2004-2009
Member, Board of Directors of Special Olympics Minnesota, Inc. 1998-2004
Served as Corporate Secretary of ZEOS International, Ltd. 1994-1995
Member, Minnesota State Bar Association and Hennepin County Bar Association

Attorney Articles

July 22, 2011	D.C. Circuit Court Vacates SEC's Proxy Access Rule
June 10, 2011	SEC Adopts Final Whistleblower Rules
January 27, 2011	SEC Adopts Say-on-Pay and Golden Parachute Rules
October 22, 2010	SEC Proposes Say-on-Pay and Golden Parachute Rules
August 30, 2010	SEC Adopts Shareholder Proxy Access Rules
March 15, 2010	SEC Provides Guidance on Climate Change Disclosure
December 29, 2009	The SEC’s Proxy Disclosure Enhancements: Analysis and Next Steps
August 13, 2008	SEC Provides Guidance on Use of Company Web Sites

News & Press Mentions

September 22, 2010

Will New Proxy Rules Pose Board Risks?