Bryn R. Vaaler

Professional Services Partner

Minneapolis

P: (612) 343-8216

F: (952) 516-5496

Bryn Vaaler is a partner in the Corporate Group and serves as the firm's Professional Services Partner, overseeing and directing business and professional development through the firm's Professional Services Group. His responsibilities include: developing and coordinating marketing and business development strategy for the firm; working with firm lawyers to implement that strategy; overseeing firm communications and public relations; designing, coordinating and implementing in-house training for lawyers, clients and staff (Dorsey U); promoting improved on-the-job training and mentoring; and coordinating internal training with external CLE.

For 11 years, Mr. Vaaler was a professor of law at the University of Mississippi Law School, where he taught Contracts, Corporations, Corporate Finance Law and Securities Regulation. He was a member of the ABA Committee on Corporate Laws from 2000 to 2006.

Presentations

"Turning on Its Access: The World of Governance in 2011 and Beyond," Dorsey & Whitney LLP, Corporate Counsel Symposium, 2010
"Shareholder Access: The View from the Top," Dorsey & Whitney LLP, Corporate Counsel Symposium, 2009
"Director & Officer Liability: Practical Advice for Managing the Risk," Dorsey Symposium for Corporate Leaders, 2009
"Board Game: Playing for High Stakes in Corporate Governance," Dorsey & Whitney LLP, Corporate Counsel Symposium, 2008
"Resetting the Balance: Majority Elections, Street-Name Voting, E-Proxy and Shareholder Access," Dorsey & Whitney LLP Corporate Counsel Symposium, 2007
"From WorldCom to Disney: Director Liability in 2005,” Dorsey & Whitney LLP Corporate Counsel Symposium, 2005
“Devil and Details from the Corporate Perspective,” American Bar Association National Convention, Chicago, 2005
“But What Do They Want from Me? – A Discussion of Core Competencies,” Minnesota State Bar Association Annual Convention, 2005
"Authentic Governance: Walking the Walk without SOX," Dorsey & Whitney LLP Corporate Counsel Symposium, 2004
"Should Your Business Client Incorporate in Minnesota or Delaware," Minnesota CLE, Minneapolis, 2004
"Walking the Fiduciary and Ethical Tightrope without SOX," Association of Corporate Counsel-Iowa Chapter, Des Moines, 2003
"Business Terminology by the Letters: Words and Phrases Lawyers Need to Know," American Bar Association teleconference, 2003
"In the Hot Seat: Advice for Outside Directors," Dorsey & Whitney LLP Corporate Counsel Symposium, 2003
“Sarbanes-Oxley in 2003: Understanding the Newest Wave of Corporate Governance and Disclosure Reform,” All District Legal, 2003 (program chair)
“Reflections on Governance and Disclosure Reforms: Will They Prevent Future Corporate Meltdowns?” Dorsey & Whitney LLP Corporate Counsel Symposium, 2002
“Understanding U.S. Securities Laws,” Osgoode Hall Law School, Toronto, 2002
“Scrap the Minnesota Business Corporation Act,” Minnesota Institute of Legal Education, 2002

Professional Activities

Member, Committee on Corporate Laws of the Section of Business Law, American Bar Association, 2000-2006
Member, Joint Task Forces of National Conference of Commissioners on Uniform State Laws and American Bar Association on Model Entity Transactions Act and Model Business Organizations Code
Member, Minnesota Business Corporation Act Revisions Committee
Adjunct faculty, University of Minnesota Law School, Fall 2005
Adjunct faculty, University of Montevideo, Uruguay, 2003-2011
Adjunct faculty, William Mitchell College of Law, Spring 2003

Attorney Articles

Winter 2011	2.02(b)(4) or Not 2.02(b)(4): That is the Question, Law and Contemporary Problems, Duke University School of Law, Volume 74, No. 1
July 1, 2009	SEC Approves NYSE Rule 452 Amendment To Prevent Broker Discretionary Voting in Uncontested Director Elections
June 2009	"Delaware Supreme Court Holds Lyondell Directors Did Not Act in Bad Faith in Revlon Sale," Private Equity Focus
April 16, 2009	DGCL Amendments Authorize Proxy Access and Expense Reimbursement Bylaws, Reverse Schoon v. Troy Corp.
April 1, 2009	Delaware Supreme Court Holds Lyondell Directors Did Not Act in Bad Faith in Revlon Sale
March 25, 2009	"Lyondell Chemical Highlights Need for Best Practices in Change-of-Control Decisions," Boardmember.com
February 5, 2009	Vaaler and Brehm: Privilege May Apply to Drafts of SEC Filings
January 14, 2009	Privilege May Apply to Drafts of SEC Filings
September 2, 2008	""Blowout" Price Does Not Relieve Target Board of Revlon Duties," Aspen Publishers Corporation
August 4, 2008	“Blowout” Price Does Not Relieve Target Board of Revlon Duties
July 18, 2008	Delaware Supreme Court Invalidates AFSCME Proxy Reimbursement Proposal But Leaves Door Open
July 2008	"Time to Review Director and Officer Indemnification and Advancement Arrangements (with Rosenbaum)"
June 26, 2008	Amendments to SEC Rules 144 and 145 Effective February 15
May 6, 2008	"Del. Court Reads Advance Notice Bylaw Narrowly," Securities Law 360
May 1, 2008	"Dissident Stockholder Benefits from Another Narrow Reading of Advance Notice Bylaw by Delaware Court," Corporation (Aspen Law & Business) Vol. LXXIX, No. 9,
April 23, 2008	"In Advance Notice Bylaws, Ambiguity Must Be Avoided," Securities Law 360
April 15, 2008	Dissident Stockholder Benefits from Another Narrow Reading of Advance Notice Bylaw by Delaware Court
March 17, 2008	Delaware Court Reads Advance Notice Bylaw Narrowly
February 14, 2008	SEC Rule Amendments Will Add New Liquidity
January 24, 2008	Amendments to SEC Rules 144 and 145 Go Effective February 15
January/February 2008	Majority Board Election of Directors: Where are We Today?
September 2007	Vice Chancellor Strine Permits Delay of Merger Vote and Recasts Blasius Standard of Review
August 2007	Delaware Case Law Considers Board Duties in Going-Private Deals
April 2006	"Majority Rules!" NIRI Virtual Newsletter
Executive Counsel, November/December 2005	Regulation FD: Learning from the Mistakes of Others
April 5, 2005	"Authentic Governance: Walking the Walk Without SOX," The Minnesota Lawyer
January 2005	"Codifying Competencies," Law Firm Partnership & Benefits Report (Law Journal Newsletters)
June 21, 2004	"Changes to MN Corporate Law About to Go into Effect," Minnesota Lawyer
April 15, 2004	"SEC Expands and Accelerates Form 8-K Reporting," (with Anderson) Corporation (Aspen Law & Business) Vol. LXXV, No. 8
September 24, 2003	"A Profile In Law Firm Development," The Clarion
April 2003	"Professional Development Comes of Age," Law Firm Partnership & Benefits Report (Law Journal Newsletters) (with Fraser)
October 2002	"Compositional Practice: A Comment on Liberal Education in Law", 1 J. Assoc. Legal Writing Dirs. 148
2002	"Scrap the Minnesota Business Corporation Act," 28 Wm. Mitchell L. Rev. 1365
Winter 2001	"Duty to Update Forward Looking Statements," (with Hallendorf and Redmond) 6 J. Def. Comp. 46
October 2, 2000	"SEC Adopts New Insider Trading Rules," Corporation (Aspen Law & Business) Vol. LXXI, No. 19
July-August-September 2000	"Major Revisions to the Mississippi Business Corporation Act-Fundamental Changes in Appraisal Rights," The Mississippi Lawyer
January 18, 2000	"SEC Creates New Exemptions for Cross-Border Tender and Exchange Offers, Rights Offerings and Business Combinations," Corporation (Aspen Law & Business), vol. LXXI, No. 2
January 18, 2000	"SEC Creates New Exemptions for Cross-Border Tender and Exchange Offers, Rights Offerings and Business Combinations," Corporation (Aspen Law & Business), vol. LXXI, No. 2
December 15, 1999	"SEC Overhauls M&A Regulation," Corporation (Aspen Law & Business), vol. LXX, No. 24
June 1, 1999	"SEC Revises Form S-8 and Rule 504 and Rule 701 Exemptions To Curb Microcap Fraud," Corporation (Aspen Law and Business), vol. LXX, No. 11
May 17, 1999	"Keeping the Barbarians Outside the Gate: A New Charter Provision," Corporation (Aspen Law and Business), vol. LXX, No. 10
November-December 1998	"Limiting Liability in Mississippi Law Firms," The Mississippi Lawyer
September 1, 1998	"SEC Gives Guidance on Year 2000 Disclosure," Corporation (Aspen Law and Business), vol. LXIX, No. 17
July 1, 1998	"SEC Finalizes Changes to Shareholder Proposal Rules," Corporation (Aspen Law and Business), vol. LXIX, No. 13, at 1
November 3, 1997	"SEC Proposes Overhaul of Shareholder Proposal Rule," Corporation (Aspen Law and Business), vol. LXVIII, No. 21, at 1
October 15, 1997	"US v. O'Hagan: Supreme Court Affirms Validity of Key Insider Trading Law," Corporation (Aspen Law and Business), vol. LXVIII, No. 20, at 1
Aug. 15, 1996	"SEC Liberalizes Section 16 Reporting and Liability Rules for Employee Benefit and Other Insider Transactions," Corporation (Aspen Law and Business), vol. LXVII, No. 16
Spring 1996	"Negotiating Value/Valuing Negotiation: A Joint Case Study for Business and Law Students," (with Walker) 22 J. Fin. Educ. 101
1996	"Revised Article 8 of the Mississippi UCC: Dealing Directly with the Indirect Holding System," 66 Miss. L.J. 249
Oct. 17, 1994	"1994 Amendments to the Minnesota Business Corporation Act," (co-author, Willam Payne) Corporation (Aspen Law and Business), vol. LXV, No. 20, at 1
1994	"Financing a Small Business in Mississippi: A Practitioner's Guide to Federal and State Securities Exemptions," (republished as a lawyers' desk reference book by the Mississippi Secretary of State) 63 Miss. L.J. 267
October 1, 1993	"1993 Revisions to the Minnesota Business Corporation Act," Corporation (Prentice-Hall), vol. LXIV, No. 19, at 4
1993	"Financing a Small Business in Mississippi: A Practitioner's Guide to Federal and State Securities Exemptions (Part I)," 63 Miss. L.J. 129
1992	"Bridging the Gap: Legal Opinions as an Introduction to Business Lawyering," 61 UMKC L. Rev. 23