Jay L. Swanson

Partner

Minneapolis

P: (612) 340-2763

F: (612) 340-7800

Mr. Swanson is a corporate lawyer with over 30 years of experience. He specializes in the representation of public companies, and is widely recognized in this field. Mr. Swanson is included in the Best Lawyers in America and Who’s Who Legal—Corporate Governance, and is recognized annually as a Super Lawyer by the Twin Cities Business Monthly.

Mr. Swanson counsels clients on a broad range of corporate, securities and business-related matters, including directors’ duties and responsibilities and other aspects of corporate governance, disclosure issues, corporate compliance matters, takeover defenses and executive compensation. He also has significant experience in the mergers and acquisitions and corporate finance fields.

Mr. Swanson’s clients include: U.S. Bancorp; ADC Telecommunications, Inc.; H.B. Fuller Company; The Valspar Corporation; and Fairview Health Services. Mr. Swanson has substantial transactional experience in the financial services, telecommunications, information technology, specialty chemical, health care and insurance industries.

Representative Transactions

Mr. Swanson has advised clients on numerous M&A transactions, including:

Green Tree Financial Corporation in its $7.0 billion business combination with Conseco Inc.
National Computer Systems, Inc. in its $2.5 billion sale to Pearson plc
U.S. Bancorp in its $2.1 billion acquisition of NOVA Corporation
U.S. Bancorp in its $1.1 billion acquisition of Western Bancorp
U.S. Bancorp in its $750 million acquisition of State Street Corporation’s corporate trust business

Presentations

In addition to his active role in the firm’s corporate practice, Mr. Swanson is a frequent lecturer and commentator at various seminars and symposiums on corporate and securities law topics. Mr. Swanson has also appeared on Minnesota Public Radio and other Minneapolis-St. Paul radio stations to discuss corporate governance and other business law developments. In addition, he is the author of a number of articles on corporate governance and compliance issues, including “Walking the Walk Without SOX,” Minnesota Lawyer (March 28 and April 4, 2005) (with Lee R. Mitau and Bryn R. Vaaler).

Professional Activities

Board of Directors, Midway Contemporary Art
Board of Directors, Dorsey & Whitney Foundation
Past Board of Directors, Frederick R. Weisman Art Museum
Past Board of Directors, Minnesota Civil Liberties Union

Attorney Articles

January 26, 2010	SEC Provides More Guidance on New Proxy Disclosure Enhancement Rules
April 5, 2005	"Authentic Governance: Walking the Walk Without SOX," The Minnesota Lawyer