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© 2012 Dorsey & Whitney LLP

  

  • Named "Lawyer of the Year" by Best Lawyers, 2011
  • Recognized as a Band One Lawyer in Corporate/M&A Section of Chambers Guide to the Best Lawyers in the USA (2003 - 2010)
  • Named to BTI Client Service All-Star Team 2010 (among only 164 lawyers recognized nationally for outstanding client service)
  • Named Mountain States Super Lawyer, 2007-2010
  • AV Peer Review Rated  by Lexis-Nexis Martindale Hubbell
  • Recognized in Legal 500 (2009) (M&A Section)
  • Recognized in Best Lawyers in America® (2006 - 2012)
  • Listed in Utah Business Magazine, Legal Elite (2005 - 2010)
  • Listed in IPO Rainmaker, The Directory of IPO Counsel (1996)

  • University of Utah College of Law (J.D.)
  • Brigham Young University (B.A.)

  • Dutch

Nolan S. Taylor

Of Counsel
Salt Lake City
P: (801) 933-7366
F: (801) 907-7487
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Mr. Taylor is currently on an extended leave of absence from the firm to render voluntary religious service. Please contact our Salt Lake City office head Annette Jarvis with general inquiries or Sam Gardiner, our Corporate department head, for inquiries concerning our Corporate practice. Annette Jarvis can be reached at (801) 933-8933 or at  and Mr. Gardiner can be reached at (801) 933-7362 or at

Mr. Taylor has extensive experience representing clients in mergers, acquisitions, and divestitures, private equity and venture capital transactions, PIPEs, securities law compliance, NYSE, Nasdaq and AMEX compliance and corporate governance. He also has extensive experience representing underwriters and issuers in initial public offerings and registered follow-on and secondary offerings. Mr. Taylor’s clients include private and public companies, boards of directors, special committees, private equity and venture capital funds, investment banks and investment advisors.

Adjunct Professor of Law, University of Utah, S.J. Quinney College of Law, Securities Regulation (Fall 2003 and Winter 2007).

Representative Transactions

Selected Merger and Acquisition Transactions:
  • Represented an affiliate of Klein-Becker in connection with the sale of the StriVectinTM skin care brand to Catterton Partners.
  • Represented Galileo Processing, Inc. in connection with its merger with One Global Finance, Inc.
  • Represented Euromicron AG in connection with its acquisition of stock in Remote MDx, Inc. and related strategic transactions
  • Represented Mainstream Data, Inc. in connection with its recapitalization
  • Represented Nature's Sunshine Products, Inc. in connection with corporate governance matters
  • Represented Franklin Covey Co. in connection with an issuer tender offer
  • Represented Franklin Covey Co. in connection with the sale of its CSBU division to a platform company of Peterson Partners L.P.
  • Represented Specialized Health Products International, Inc. in connection with its cash merger with C.R. Bard, Inc.
  • Represented Enviromax, Inc. in its acquisition by IHS, Inc.
  • Represented Mity Enterprises, Inc. in connection with its “go private” leveraged buy-out by Sorenson Capital Partners LP and Peterson Partners LP.
  • Represented Mainstream Data, Inc. in its acquisition of Newscom, LLC.
  • Represented Cornerstone Nutritional Labs, LLC in its acquisition by Mitsui USA.
  • Represented Cerberian, Inc. in its acquisition by BlueCoat Systems, Inc.
  • Represented TFE Technology, LLC in its sale to Diebold, Inc.
  • Represented Arch Coal, Inc. in its acquisition of Triton Coal Company, LLC.
  • Represented the acquirer in the acquisition of Unicity International from Royal Numico, N.V. 
  • Represented Enzon Pharmaceuticals, Inc. in connection with its attempted "merger of equals" with NPS Pharmaceuticals, Inc.
  • Represented Cornerstone Nutritional Labs, LLC in connection with the sale of its powder division for cash.
  • Represented SourceOne Services, Inc. in connection with its acquisition by First American Corporation for cash and stock.
  • Represented Trebor International, Inc. in its sale to IDEX Corp. in a cash-for-stock transaction.
  • Represented Assist Cornerstone Technologies, Inc. in its sale to Cayenta.com, Inc. in a cash and stock-for-stock transaction.
  • Represented Mity-Lite, Inc. in its acquisition of Do Group, Inc. in a cash-for-stock transaction.
  • Represented Mity-Lite, Inc. in its acquisition of Broda Enterprises, Inc. for cash.
  • Represented Monroc, Inc. in its sale to U.S. Aggregates, Inc. in a cash-for-stock transaction.
  • Represented Nu Skin Enterprises, Inc. in its acquisition of Nu Skin U.S.A., Inc.
  • Represented Nu Skin Enterprises, Inc. in its acquisition of Big Planet, Inc.
  • Represented Dentrix Dental Systems, Inc. in its stock-for-stock acquisition by Henry Schein, Inc.
  • Represented Companion Systems, Inc. in its sale to an affiliate of BancBoston Capital.
  • Represented Health Rider, Inc. in its sale to Icon Health & Fitness, Inc.
  • Represented Enrich International, Inc. in connection with its leveraged recapitalization.
  • Represented NAPTech, Inc. in its acquisition by The Shaw Group, Inc. in a stock-for-stock transaction.
  • Represented Inkley's Incorporated in its acquisition by Ritz Camera Centers in a cash-for-stock transaction.
  • Other M&A transaction summaries can be provided upon request.

 Selected IPOs, Follow-Ons and Secondary Offerings:
  • Represented Nu Skin Enterprises, Inc. in connection with a registered secondary offering of Class A Common Stock
  • Represented BSD Medical, Inc. in two shelf takedown follow-on offerings.
  • Issuer’s counsel for the initial public offering of The Ensign Group, Inc. 
  • Underwriter's counsel for the marketed spot secondary offering of Ladish Co., Inc.
  • Underwriter's counsel for the initial public offering of Volcom, Inc.
  • Represented the Special Committee of Franklin Covey & Co. in connection with the recapitalization of Franklin & Covey Co. and related secondary offering.
  • Issuer's counsel for The SCO Group, Inc. in connection with two PIPE transactions, two related secondary offerings and a related recapitalization.
  • Issuer's counsel for BSD Medical in connection with a PIPE transaction and secondary offering.
  • Issuer's counsel for the initial public offering of Nu Skin Asia Pacific, Inc, registered simultaneously in the U.S. and Japan.
  • Underwriter's counsel for initial public offering of Direct Focus, Inc.
  • Underwriter's counsel for initial public offering of American AirCarrier's Support, Inc.
  • Underwriter's counsel for initial public offering of Granite Financial, Inc.
  • Underwriter's counsel for follow-on offering for Granite Financial, Inc.
  • Underwriter's counsel for initial public offering of Sport Haley, Inc.
  • Issuer's counsel for initial public offering of Mity-Lite, Inc.
  • Issuer's counsel for initial public offering of Rocky Mountain Helicopters, Inc.
  • Issuer's counsel in withdrawn secondary offering for Nu Skin Enterprises, Inc.
  • Issuer's counsel in withdrawn secondary offering for Nu Skin Enterprises, Inc.
  • Other securities offering transaction summaries can be provided upon request.

Selected Venture Capital and Private Equity Transactions:
  • Represented Campbell Scientific in connection with its recapitalization.
  • Represented North Face Holdings, LLC in connection with its Series A & B rounds.
  • Represented vSpring, L.P. in connection with numerous portfolio company investments.
  • Represented Peterson Partners LP in connection with the formation of private equity funds and in connection with numerous portfolio company investments.
  • Represented Cornerstone Capital Partners I, L.P. in connection with its formation and numerous portfolio company investments.
  • Represented North Face Capital Partners I, L.P. in connection with its formation and its portfolio company investments.
  • Represented HealthCare Partners I, LLC in connection with its formation and portfolio company investments.
  • Represented First Choice Solutions, Inc. in connection with its Series A and B rounds.
  • Represented iArchives, Inc. in connection with its Series A, B and C venture capital financings and its recapitalization.
  • Represented the Board of Directors of Franklin Covey & Co. in connection with the private equity investment by Knowledge Capital Investment Group in Franklin Covey & Co.
  • Represented Talk2 Technology, Inc. in connection with its Series C and D venture capital financings and various strategic transactions.
  • Other private equity transaction summaries can be provided upon request.

Presentations

  • "Role of the M&A Lawyer in the "M&A Mating Dance,"" March 30, 2010
  • "Capital Raising Alternatives -- Overview and Selected Legal Issues," Seminar, 2009
  • “Executive Compensation Disclosure Rules,” Utah State Bar, Securities Section, 2006
  • “Securities Offering Reforms,” Seminar, 2006
  • "Legal Issues in the Venture Process," University Private Equity Summit, Panel Member, 2005
  • "Venture Capital Transaction Training Series," Seminars 2004-2005
  • "Preparing for the IPO, Sarbanes-Oxley Corporate Governance and Other Reforms," Seminar 2004
  • "Legal Issues in Venture Capital," University Private Equity Summit, Panel Member, 2004
  • "Being a Director:  New Standards, New Challenges" American Society of Corporate Secretaries (General  Counsel Professional Association) 57th National Conference, June 2003
  • “Legal Aspects of Raising Capital in the Current Market,” Seminar, 2002 (Wayne Brown Institute)
  • “Option Exchange Tender Offers under SEC Rule 13e-4,” Seminar, 2001
  • “Capital Markets Chaos:  How to Create Value in Emerging and Undervalued Companies,” Seminar, 2001
  • “Regulation FD,” Seminar, 2000
  • “Overview of Regulation FD,” Seminar, 2000 (Financial Executives Institute)
  • “Road Map to an IPO,” Seminar, 1998
  • “Plain English Forum Review of new Securities & Exchange Commission Rules,” Seminar, 1998
  • ALI-ABA “Mergers & Acquisitions - Acquisitions and Divestures of Subsidiaries and Divisions,” Seminar, 1991

Professional Activities

  • Utah State Bar Association
  • American Bar Association
  • ABA Business Law Section Committees:
    • Federal Regulation of Securities
    • Negotiated Acquisitions
    • Venture Capital and Private Equity
    • Business Finance
  • Member of American Society of Governance Professionals, Public Company Affairs Committee 2005-2006

Attorney Articles

2001
"Is Your Emerging Business VC Ready?" Wasatch Digital IQ, Volume 2, Issue 2
November-December 1993
"Venture Capital Financing: Options and Strategies for Structuring Transactions," Utah Business