.

As co-chair of the Healthcare Transactions & Regulations Practice Group, Alissa helps individuals and organizations in the health industry achieve their business goals through strategic transactions and applying federal and state laws business initiatives.

Alissa represents health systems, hospitals, pharmacies, specialty pharmacies, wholesale distributors, pharmacy benefit managers, long-term care providers, third party administrators, vendors in the healthcare industry, medical practices and other organizations in the healthcare industry. Alissa also represents health care companies in the telehealth space, including telehealth providers, platforms and mail order and online pharmacies. Her practice involves health law transactional work, federal and state health law regulatory compliance advice, and administrative advocacy before state and federal agencies.

Alissa’s transactional practice includes counseling clients in the healthcare industry on all aspects of affiliations, ranging from contractual arrangements to joint ventures to mergers and acquisitions. Alissa also advises on hospital-provider relationships including employment agreements, professional service arrangements, peer review investigations and medical staff fair hearings.

Alissa’s regulatory practice includes the interpretation and application of state and federal fraud and abuse laws such as Stark, Anti-kickback, and the False Claims Act; Medicare and Medicaid rules including payment rules such as Medicare Part D regulations; corporate practice of medicine laws and provider-based regulations; tax-exemption laws; HIPAA and privacy laws; EMTALA laws; and licensing and accreditation requirements.

She also assists with corporate and health system governance issues, including the preparation of policies and procedures, the revision and negotiation of medical staff bylaws, establishing corporate existence including preparing operating agreements and other governance documents, and in assisting in all aspects of participation in accountable care organizations including assisting with the legal structures, policies and procedures and the application process required for participation in the Medicare Shared Savings Program.

Alissa’s administrative practice includes representing healthcare providers in negotiation with a variety of state and federal agencies, such as negotiations with: the DOJ, OIG and DEA in self-disclosures and other healthcare investigation matters; CMS and OIG in EMTALA matters; CMS and their fiscal intermediaries and other contractors in healthcare payment issues; and state licensing and certifying bodies. Alissa regularly represents clients in Certificate of Need hearings; including advising those who are seeking to have their applications approved, and representing those who oppose projects in the Certificate of Need process.

Select Experience

  • Represented large health system in a unit purchase agreement to buy out and become the majority owner of an ambulatory surgery center.
  • Represented a large health system in structuring a joint venture with a faculty practice plan for the provision of rural health care services.
  • Represented a joint venture it is formation between a large health system and a large senior services provider for the ownership and operation of a new senior services company.
  • Represented a hospital in structuring a multi-specialty professional services agreement with a large physician clinic.

Education

  • University of Iowa (J.D., 2004)
    • Graduated with Honors
  • University of Iowa (Masters of Health Administration, 2005)
  • University of Northern Iowa (B.A., Communicative Disorders and Psychology, 2001)
    • Graduated with Highest Honors

Bar Admissions

  • Iowa
  • Illinois
  • Alaska

Professional Affiliations

  • Member, Polk County Bar Association
  • Member, Iowa Bar Association
  • Member, Illinois Bar Association
  • Member, American Health Law Association
  • Member, Iowa Hospital Association
  • Adjunct Assistant Professor, University of Iowa, College of Public Health, Department of Health Management and Policy
  • Iowa Organization of Women Attorneys, Board Member, 2011-2016; Member, 2016-present
  • Iowa Hospital Association’s Iowa Society of Healthcare Attorneys, Board Member, 2014-2018; Member, 2004-present
  • Iowa State Bar Association’s Health Law Section, Co-Chair, 2016-2019; Member, 2004-present
  • Des Moines Swimming Federation, Board Member, 2019-present

Accolades

  • Best Lawyers in America®, Health Care Law, 2015-2026
  • Best Lawyers® Lawyer of the Year, Health Care Law, Des Moines, 2026
  • Great Plains Super Lawyers®, 2019-2026
  • Consistently providing pro bono legal assistance to those in need through Dorsey’s Pro Bono program
  • “Des Moines Lawyer of the Year” in Health Care Law by Best Lawyers®, 2018, 2022
  • Dorsey U Partner of the Year Award, 2020
  • Great Plains Super Lawyers®, "Rising Stars,"2 013-2018

Select Presentations

  • “Legal Issues for Physician Leaders: An Overview of the Law and Discussion with Health Lawyers in the Trenches,” Iowa Hospital Association Physician Business Leadership Certification Program, April 22, 2025.
  • “When Helping Patients Violates the Law: Strategies for Providers in Developing and Operating Comprehensive Patient Assistance Programs,” American Health Law Association Advising Providers Conference, February 20, 2025.
  • “Hospital Joint Ventures: A Primer,” October 23, 2024.
  • “Legal Updates for Hospital Leaders: 2024 Year in Review,” Iowa Hospital Association Annual Meeting, October 2024.
  • “Legal Aspects of Patient Assistance Programs,” June 12, 2024.
  • “Fair Housing in Assisted and Independent Living,” May 22, 2024.
  • “Legal Updates for Aging Services,” LeadingAge Iowa Spring Conference, May 8, 2024.
  • “Iowa Open Meetings and Open Records Laws,” January 25, 2024.
  • “Generative AI in Health Care Clinical Settings – Ethical and Legal Implications,” Iowa Hospital Association Annual Meeting, October 11, 2023.
  • "LeadingAge Iowa Spring Conference:  Legal Updates for Aging Services," Leading Age Iowa Spring Conference, May 4, 2023.
  • "Cyber Incident Preparedness & Response," 2023 Legal Summit, May 9, 2023.
  • "Legal Issues for Hospital Physician Leaders: An Overview of the Law & Discussion with Health Lawyers in the Trenches," Iowa Hospital Association, April 11, 2023.
  • "The End of the COVID-19 Public Health Emergency Declaration: Implications for Hospitals", Iowa Hospital Association, March 28, 2023.
  • "Hospital Transparency and No Surprises Act: State and Federal Laws Impacting Healthcare Providers in Alaska", American College of Healthcare Executives – Alaska Chapter, December 9, 2022.
  • "The End of the COVID-19 Public Health Emergency Declaration: Implications for Hospitals", Iowa Hospital Association, December 1, 2022.
  • "Hospital Transactions and Strategic Development", The Iowa Hospital Association 2022 Governance Webinar 4-Part Series, November 15, 2022.
  • "Data Privacy and Security: What Hospital Trustees Must Understand", The Iowa Hospital Association 2022 Governance Webinar 4-Part Series, September 13, 2022.
  • "Health Care Fraud and Abuse", The Iowa Hospital Association 2022 Governance Webinar 4-Part Series, July 12, 2022.
  • "Fiduciary Obligations and Conflicts of Interest", The Iowa Hospital Association 2022 Governance Webinar 4-Part Series, May 17, 2022.
  • "Legal Updates for Aging Services", LeadingAge Iowa Spring Conference, May 5, 2022.
  • "Legal Aspects of the Hospital’s Medical Staff Function", Iowa Hospital Association Quality Residency Program, March 11, 2022.
  • "Hospital Care Privacy and Security Law Update", Iowa Hospital Association Annual Meeting, October 7, 2021.
  • "Legal Updates for Long-Term Care Providers in Iowa", LeadingAge Iowa Fall Conference, September 15, 2021.
  • “Perry Lutheran Home: A Case Study in Long-Term Care M&A Legal Issues in Iowa” LeadingAge Iowa 2021 Spring Conference, May 5, 2021.
  • “Legal Updates for Aging Services” LeadingAge Iowa 2021 Spring Conference, May 4, 2021.
  • Sweeping Changes to the Stark and Anti-Kickback Regulations: Final Rules for Hospitals, January 5, 2021.
  • Iowa Hospital Association 2020 Governance Webinar Series – Fraud and Abuse.
  • Annual HIPAA Training for the Iowa State Association of Counties, November 16, 2020.
  • “HIPAA Training” Iowa State Association of Counties Annual Training, November 19, 2019.
  • “Involuntary Discharge or Transfer: A Discussion about the Iowa and Federal Requirements, and Mock Hearings,” LeadingAge Nurse Leadership Symposium & Social Worker Conference, November 14, 2019.
  • “Preparing for the Future by Understanding the Changing Landscape of Litigation and Enforcement Initiatives Against Pharmacies, Pharmacists and Other Providers,” American Society for Pharmacy Law Developments in Pharmacy Law Seminar, November 8, 2019.
  • “New Pharmaceutical Hazardous Waste Rules for Long Term Care Facilities,” 2019 LeadingAge Iowa Fall Conference, September 11, 2019.
  • “Overpayments, Internal Investigations and an Update on the Implied Certification Theory Three Years Post-Escobar,” Iowa Society of Healthcare Attorneys Spring Meeting, May 23, 2019.
  • “Health Insurance Portability and Accountability Act: HIPAA for Lawyers,” Iowa State Bar Association, May 8, 2019.
  • “Legal Updates that Impact Your Organization,” LeadingAge Iowa Spring Conference, May 2, 2019.
  • “Health Care Fraud and Abuse Overview; Practical Tips to Stay out of the Enforcement Crosshairs,” Physician Leadership Education: Regulatory and Compliance Issues in Healthcare, Mercy Medical Center, April 27, 2019.
  • “Health Insurance Portability and Accountability Act (HIPAA): Breach Notification Rule,” Iowa State Association of Counties, April, 18, 2019.

Insights

Blog Post

The Use of AI for Autonomous Medical Decision-Making: Does Utah’s AI Prescription Renewal Pilot Program Go Too Far?

June 29, 2026

Client Alert

Reputation is Everything: Iowa Supreme Court Clarifies Use of Closed Session Job Interviews

December 11, 2025

The Iowa Supreme Court recently decided Teig v. Hart, No. 24-0029 (Nov. 25, 2025), which provides much-needed clarity to governmental bodies on the limits to Iowa’s open meetings law. The Iowa Supreme Court’s opinion in Teig clearly establishes that local officials, not a reviewing court, should determine whether a closed session is necessary to prevent “needless and irreparable injury” to the reputation of a candidate for employment with the public body. However, this decision has implications for the wide range of actions related to a governmental body evaluating an individual’s professional competency. The Iowa Open Meetings Law (Iowa Code Ch. 21) requires most governing bodies in the state—whether at the state, county, city, school, or local level—to conduct its business in open, public meetings so that Iowans have “access to the deliberations and decisions of their government.”1 But this access is limited by practicality, and the statute: the Open Meetings Law describes twelve circumstances in which a body may enter a “closed” session, where the public is not allowed and records of discussions are sealed from public inspection.2 While many of the exceptions pertain to legal or other sensitive matters (e.g., closed sessions “to discuss strategy with counsel[,]” or “to discuss hearings to suspend or expel a student[]”), the law also provides a body may enter closed session: To evaluate the professional competency of an individual whose appointment, hiring, performance, or discharge is being considered when necessary to prevent needless and irreparable injury to that individual’s reputation and that individual requests a closed session.3  This “Evaluation Exception” has three operative parts. First, the governmental body must be considering the professional competency of a past, current, or future employee, contractor, or appointee Second, the discussion about the employment action must have some risk of causing “needless and irreparable injury to [the] individual’s reputation[.]” Finally, the individual must request a closed session.  The Iowa Supreme Court’s decision in Teig helps answer how to apply these portions of the Evaluation Exception in practice. The Teig case involved the City of Cedar Rapids’s hiring a new city clerk. The interim city clerk applied and requested a closed session. Testimony in the case established that the interim clerk did not know all of the incumbent city council members (who would interview her), nor did she expect any specific issues regarding her performance in her city employment to be discussed. Testimony also established that the city council members had no reason to expect negative or harmful information would be disclosed in the closed session. In actuality, the closed-session job interview was “positive in tone” and the interim city clerk was offered the role as permanent city clerk following the end of the closed session.  After the hiring of the interim clerk, a resident of Linn County requested documents relating to the reason to hold a closed session for a job interview and then sued the city for violations of the Iowa Open Meetings Law. The district court in Linn County rejected the resident’s claims, but the Iowa Court of Appeals reversed that ruling. The resident’s primary complaint, which was echoed by the court of appeals decision, was that the Cedar Rapids City Council never asked or considered whether a closed session was actually necessary to prevent “needless and irreparable injury” to the interim city clerk’s reputation. As the evidence showed, there was no reason to believe such injury to reputation was imminent, and seemingly none occurred: the interim clerk was offered the permanent role. The court of appeals determined the interim clerk’s request, without any information supporting it or inquiry by the city council, was not sufficient to trigger the Evaluation Exception.  The Iowa Supreme Court reversed the Iowa Court of Appeals, reinstating the original district court ruling determining that the city council had not violated the Iowa Open Meetings Law. The supreme court recognized the inherent unpredictability of a job interview, where applicants do not know the questions to be asked and the prospective employer does not know how the applicant will respond or what they may volunteer. Protecting the privacy of those conversations, when the applicant requests a closed session, serves the prophylactic purpose of the statute: to “prevent” harmful reputational disclosures, not to “remedy” or “recompense” for reputational damages. In other words, allowing closed sessions for job interviews is consistent with the other provisions of the Iowa Open Meetings Law: it avoids trying to “un-ring the bell,” by preventing the harm to the applicant in the first place.  The supreme court’s ruling in Teig implicitly directs courts to take a softer, more deferential approach to reviewing claims under the Iowa Open Meetings Law with respect to the Evaluation Exception. But Teig is no license to go too far in the other direction by holding closed meetings if they are not justified or improperly noticed or closed. Evidence that a public body was engaged in bad faith, for example by trying to close an interview to circumvent a fair process, would require different analysis. And, as the supreme court reminded readers, the records from closed sessions must be maintained (even if they are not publicly reviewable).  Finally, the supreme court emphasized that the closure of a public meeting under the Evaluation Exception is a mutual agreement: the individual must request the closed session, and the governmental body must vote (by a two-thirds margin) to enter closed session. This mutual buy-in from the individual and the elected representatives of the public maintains the balance between providing Iowans access to government decision making and protecting the reputation of those seeking to serve the public. However, when it comes to individuals whose professional competence is being evaluated, Teig confirms that it is unnecessary to scrutinize the motives or basis for that individual’s request for a closed session.  1 Teig, Slip. Op. at 3.  2 See generally Iowa Code § 21.5 (2025).  3 Iowa Code § 21.5(1)(i).   

Firm Highlights

Insights

Observations on the SEC’s 2027 Examination Priorities

The SEC’s Division of Examinations (the “Division”) recently announced its examination priorities (“Exam Priorities”) for fiscal year 2027.1 Although many of the Division’s core areas of focus remain consistent with fiscal year 2026, the 2027 Exam Priorities include notable changes and refinements, which we discuss below, along with other key 2027 examination priorities. Dorsey Observations Renewed focus on economic conflicts of interest. After certain economic-incentive topics received less emphasis in the 2026 Exam Priorities2, the Division has again expressly identified economic conflicts as an examination focus. The 2027 Exam Priorities indicate that the Division will prioritize reviewing advisers’ fiduciary obligations relating to economic conflicts of interest raised by fee rebates, fee and expense calculations, cash management, quid pro quo arrangements, and deposits and withdrawals. Greater emphasis on private-fund practices. Building on the private-fund items in the 2026 Exam Priorities, the 2027 Exam Priorities indicate that the Division will assess private-fund disclosures and controls relating to investment allocations, leverage, affiliated service providers, and fees and expenses. The Division also identified investments in private companies through special purpose vehicles (“SPVs”) and loans provided by private funds and business development companies (“BDCs”) as products the Division will scrutinize. Advisers, particularly private-fund advisers, should evaluate whether their disclosures and compliance programs address these areas. Expanded focus on AI-related cybersecurity risks. While the 2026 Exam Priorities focused on advisers’ use of and representations regarding artificial intelligence (“AI”), the 2027 Exam Priorities specifically highlight AI-enabled cybersecurity threats, including AI-generated phishing and synthetic or “deepfake” voice and video used for social engineering. The shift signals that registrants should consider whether their cybersecurity policies and controls adequately address these evolving threats. New focus on proxy advisory firms. The 2027 Exam Priorities state that the Division will examine advisers that rely on proxy advisory firms, including how those advisers evaluate the firms’ recommendations, assess the bases for those recommendations, identify potential conflicts of interest, and determine whether that reliance satisfies applicable legal obligations. Advisers that rely on proxy advisory firms may wish to consider whether their compliance programs address these areas. Updated focus on Regulation S-P and Regulation S-ID. The 2026 Exam Priorities stated that the Division would engage firms during examinations regarding their progress in preparing incident response programs ahead of the compliance dates for the amendments to Regulation S-P and would examine compliance with the amended rule after those dates. The 2027 Exam Priorities indicate that examinations will focus on whether firms have developed, implemented, and maintained reasonably designed policies and procedures addressing administrative, technical, and physical safeguards to protect customer information and that, in accordance with the amended rule, staff will evaluate response program policies and procedures for unauthorized access to or use of customer information, including customer notification procedures and oversight of service providers. With respect to Regulation S-ID, the 2027 Exam Priorities indicate that examiners will assess whether firms are updating their Identity Theft Prevention Program to address emerging risks, such as those related to AI and stolen credentials. Advisers may wish to consider whether their compliance programs address these areas, as applicable. Summary of Other 2027 Examination Priorities Beyond the developments discussed above, many of the Division’s core examination priorities remain consistent with fiscal year 2026. These include investment adviser fiduciary obligations and compliance programs, examinations of never-examined and recently registered advisers, and cybersecurity and operational resiliency. The Exam Priorities are not exhaustive, and examinations will vary based on each registrant’s business, activities and risks. Advisers should consider the 2027 Exam Priorities in reviewing their compliance programs and preparing for potential examinations, including by: Reviewing risk disclosures and controls. The Division states that, when examining advisers to private funds, it will assess whether investment-related risk disclosures are consistent with fiduciary standards and whether compliance policies, procedures, and controls are designed to address both fund-level and investment-level risks. Reviewing disclosures on allocations, leverage, and affiliated service providers. The 2027 Exam Priorities identify disclosures related to certain investments and allocations, the use of debt and fund-level lines of credit, and the use of affiliated service providers as examples. Confirming the accuracy of fee and expense calculations. The Division states that it will assess the accuracy of fee and expense calculations at both the fund and investment levels, and it identifies fee rebates, cash management, quid pro quo arrangements, deposits, and withdrawals as areas in which economic conflicts of interest may affect the impartiality of advice. Reviewing recommendations of illiquid or hard-to-trade products. The Division states that it will prioritize advisers that recommend products that are difficult to trade, have unusual features, or are illiquid, including loans provided by private funds or BDCs and investments in private companies through SPVs. Confirming that the compliance program is implemented and reviewed. The Division states that it will review compliance program components such as marketing, valuation, and custody, as appropriate, and will typically analyze the annual compliance review. It will also focus on compliance practices when advisers have started advising new asset classes or clients or grown through mergers or acquisitions. 1 SEC Division of Examinations 2027 Examination Priorities. 2 See Dorsey’s Client Alert on the SEC’s fiscal year 2026 exam priorities.

Event/Resource

Corporate Counsel Symposium 2026 Materials Hub

Materials Symposium Agenda Sessions 8:30 am - 9:30 am CT Session A: The Corporate Compass: Finding True North When Ethical Duties Conflict Philip Kaplan, Senior Legal Counsel, Howden Re Lucia Suljic, Vice President, Corporate Legal, Canon USA Nicole Stanton, Partner & Deputy General Counsel, Dorsey & Whitney LLP This panel addresses ethical obligations of in-house counsel, including balancing obligations and duties that may conflict with each other. How should a responsible in-house lawyer deal with those challenging situations? Rather than stick to an academic discussion, this panel will revolve around a series of practical scenarios that are designed to be realistic and timely, including situations where counsel is asked to represent both the company and an individual, how and when to disclose uncomfortable facts and inconvenient documents, issues involving changing firms and companies, and multijurisdictional practice. The panel will feature discussion from two experienced in-house lawyers and Dorsey’s Deputy General Counsel. Session B: Managing Rapid Regulatory Change in International Trade and Cross-Border Investment Nathan Brower, Executive Vice President, General Counsel, Nature’s Sunshine Greg Ogunsanya, Senior Vice President, General Counsel and Corporate Secretary, H.B. Fuller Kathryn Wood, Senior Vice President & General Counsel, DecoPac, Inc. Dave Townsend and Lawrence Ward, Dorsey & Whitney LLP This program is designed for attorneys advising on cross-border transactions, international trade, regulatory compliance, and corporate governance matters. Panelists will examine recent developments in U.S. trade and investment law and policy, as well as their impact on international collaborations, corporate compliance, and mergers and acquisitions. The discussion will explore how general counsel and in-house legal teams assess and manage evolving trade-related risks within their organizations. Particular focus will be given to developments during the first two years of the second Trump Administration, including changes in tariff policy, tariff refunds, export controls, economic sanctions, and national security reviews of foreign investment. Through a discussion of regulatory trends and practical case studies, attendees will gain a deeper understanding of the legal risks and compliance obligations associated with cross-border business activities, and hear about practical strategies for advising clients and managing compliance obligations in a rapidly changing trade and investment environment. 9:45 am - 10:45 am CT Session A: The Elon Musk Cases: What Tesla and Twitter Can Teach Your Board of Directors Loren Unterseher, Managing Partner, Oxbow Industries, LLC Shulamite White, Chief Legal Officer and Head of People, Motive Technologies Kirsten Schubert, Tom Swigert, and Jonathan Van Horn, Dorsey & Whitney LLP Recent cases involving Elon Musk and his businesses have had significant impact on principles governing board of directors’ fiduciary duties and corporate processes. This panel will examine recent litigation involving Elon Musk, Tesla, and Twitter, and its effects on the law governing the duties of directors and executives, including the executive compensation and director compensation processes, conflicts that may arise when a single executive has control over multiple businesses, and the ramifications of tweets or other public statements by an executive. Session B: All Eyes on DEI: Managing Diversity Efforts Amid Regulatory Scrutiny and Potential Litigation Maggie Dalton, Senior Commercial Attorney, Cargill; Board Co-Chair, Twin Cities Diversity in Practice Laura A. Vannelli, Legal Counsel, Mayo Clinic Susan Lorenc and Jack Sullivan, Dorsey & Whitney LLP The legal and regulatory landscape surrounding diversity, equity, and inclusion (DEI) initiatives has changed dramatically over the past two years. Law firms and legal departments are continuing to grapple with how to recruit, retain, and develop talent from a wide range of personal backgrounds, in a world where previously accepted recruiting and employment practices are facing increased scrutiny and litigation. This program will provide a practical overview of the current legal regime, including recent federal enforcement actions and litigation trends associated with DEI initiatives. Panelists will discuss practical ways in which organizations can pursue and retain legal talent and increase inclusion while minimizing legal, business, and reputational risk. 11:00 am - 12:00 pm CT Session A: Governance in an Age of Increasing Unpredictability James Chosy, Senior Executive Vice President and General Counsel, U.S. Bancorp Todd Hartman, Executive Vice President and Chief Legal and Risk Officer, Best Buy Co., Inc. Alan Rosselot, Associate General Counsel & Assistant Secretary, Delta Air Lines, Inc. Cam Hoang and Robert Rosenbaum, Dorsey & Whitney LLP More than ever, ensuring that boards are well-informed and forward-thinking is critical to a company’s success. Join our panel of corporate governance experts as they share their experiences advising boards through crisis and unpredictable events; capitalizing on, but also checking, disruptive technologies; and positioning the company to succeed in an environment of shifting government priorities. Session B: A Day in the Life of a Trademark, Copyright & Advertising Attorney: A Hypothetical Case Study Alexander Kim, Vice President and General Counsel, Binks Nate Whitaker, Chief Legal Officer and General Counsel, Crumbl Cathy Dahl and Tiffany Shimada, Dorsey & Whitney LLP What issues are companies facing daily while developing rights in intellectual property, protecting those rights, and staying in compliance with myriad potential issues related to advertising, social media, relationships with influencers, and environmental or governmental claims? This panel will feature two in-house counsel who are navigating these issues, utilizing a hypothetical case study, with the support of two Dorsey attorneys helping to develop a roadmap for meeting business objectives and minimizing the risk of claims. 12:00 pm - 1:15 pm CT Keynote Address Dr. Rebecca Heiss, Stress Physiologist Dr. Rebecca Heiss is a stress physiologist, author, and sought-after speaker who helps audiences transform fear and stress into fuel for greater performance and resilience. Her research has been recognized as “transformative” by the National Science Foundation, and she is the author of two books, Springboard and Instinct. Through her Fear(less) message, Rebecca inspires audiences with practical, science-based strategies to train our brains to work for us – not against us – and navigate change and uncertainty with greater confidence.

News

Dorsey & Whitney Advises Beijing Xunzhong on Two Consecutive H Share Placings Raising HK$418.5 Million

International law firm Dorsey & Whitney LLP acted as Hong Kong legal advisors to Beijing Xunzhong Communication Technology Co., Ltd. (“Xunzhong”) as to Hong Kong law in connection with two consecutive placings of new H shares under general mandate (the “First Placing” and the “Second Placing”, respectively, and together, the “Placings”). Xunzhong’s H shares are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 2597). Winbull Securities International (Hong Kong) Limited acted as sole overall coordinator and placing agent on both Placings. The First Placing of 11,190,000 new H shares at HK$28.20 each was completed on September 17, 2026, followed by the Second Placing of 3,550,000 new H shares at HK$29.00 each on October 30, 2026. The Placings raised approximately HK$315.56 million and HK$102.95 million in gross proceeds, respectively, or approximately HK$418.51 million in aggregate (approximately HK$415.96 million in aggregate net proceeds). Both Placings were conducted under the same general mandate granted by shareholders at Xunzhong’s 2025 annual general meeting, and each was completed within one week of the signing of its placing agreement. Completing placings in consecutive months is relatively uncommon in the Hong Kong market, and doing so called on the technical depth of Dorsey’s Hong Kong Capital Markets team. Working closely with Xunzhong to understand its business needs and prepare the transaction documents, the team addressed in quick succession the remaining capacity under the general mandate, disclosure of the use of proceeds and the maintenance of Xunzhong’s public float, enabling both Placings to be completed seamlessly. “We are pleased to have advised Xunzhong on both Placings,” said Rachel Han, Partner and Co-Head of Dorsey’s Asia Capital Markets practice. “We appreciate the trust placed in our team and the close collaboration among all parties involved. We look forward to supporting Xunzhong as it continues to execute its growth strategy and pursue future capital markets opportunities.” Xunzhong is principally engaged in cloud-based communications services and enterprise digitalization services in the PRC. As disclosed in its announcements, the net proceeds of the First Placing are allocated to developing Xunzhong’s new computing power operation services business, while those of the Second Placing will be used to integrate model-as-a-service (MaaS) and AI agent capabilities into its existing cloud communications platform-as-a-service (PaaS) platform and software-as-a-service (SaaS) products. Approximately 55% of the net proceeds of the Second Placing will be used for computing power equipment upgrades for the MaaS system, approximately 35% for MaaS, PaaS and SaaS platform upgrades, and approximately 10% for working capital and general corporate purposes. With a single MaaS platform and shared computing power supporting its PaaS and SaaS offerings, Xunzhong intends for its MaaS, PaaS and SaaS capabilities to complement and reinforce one another, and to address customer needs from multiple angles, from embedding AI in customer communications and business workflows to maintaining stable performance at scale and keeping customer data within controlled environments. Partner and Co-Head of Dorsey’s Asia Capital Markets practice Rachel Han and Of Counsel in the Capital Markets and Corporate Compliance group Carlton Ng, along with Associate Kristy Ting, led the Dorsey Hong Kong Capital Markets & Corporate Compliance group in advising Xunzhong on both Placings.

Insights

Minnesota Consumer-Fraud Enforcement: Disclaimers Won’t Cure Deception, and Penalties Can Add Up

Misleading advertising claims can lead to costly consequences. In State of Minnesota ex rel. Ellison v. Wall & Associates, Inc., No. A25-2064, 2026 WL 3118291 (Minn. App. Oct. 19, 2026), the Minnesota Court of Appeals recently affirmed a bench trial verdict against a tax-relief company and two executives for violations of the Minnesota Consumer Fraud Act (“MCFA”) and the Minnesota Deceptive Trade Practices Act (“MDTPA”). The decision, which affirmed a substantial restitution and civil penalty judgment, underscores the broad power of the Minnesota Attorney General to act against deceptive sales practices. The decision also offers practical lessons for businesses seeking to reduce liability risks in consumer-facing communications. Background Wall & Associates (“W&A”), a Virginia-based tax-relief company, marketed assistance to taxpayers seeking relief from outstanding federal and state tax liabilities, often with offers in compromise—agreements to settle tax liabilities for less than the amount owed. In its extensive advertising campaigns, W&A represented that its average client received a 90% reduction in their tax debt, that it was a local company with Minnesota offices, that it provided legal services, and that it would “Solve ALL Tax Problems.” In reality, W&A’s promises bore little resemblance to what many clients received. Most of W&A’s clients saw just a 9.5% reduction in federal tax debt and 1.2% in state tax debt. W&A had no permanent Minnesota offices. And W&A provided neither legal representation nor assistance with filing tax returns—those services required referrals to separate firms for an additional fee. All the while, W&A clients paid upfront and recurring fees, including during periods when W&A did no work on their cases. Minnesota Attorney General Keith Ellison sued W&A, its founder and owner Ernest Kenneth Wall, and its president and CEO Patrick Mark Yates, alleging violations of, among other laws, the MCFA and the MDTPA. Following a 12-day bench trial, the district court determined that W&A violated the MCFA and MDTPA through its false and embellished advertising. The district court also held Wall and Yates individually liable for those violations because they directed, participated in, and acquiesced in the violations. The district court ordered injunctive relief, $2.7 million in restitution (with Wall and Yates jointly and severally liable for $1.3 million), and civil penalties of $786,517 against W&A, $415,500 against Wall, and $207,750 against Yates. The district court also awarded over $2.5 million in attorneys’ fees and costs to the state. W&A, Wall, and Yates appealed to the Minnesota Court of Appeals, which affirmed the district court’s decision on October 19, 2026. Although W&A, Wall, and Yates challenged the judgment on numerous grounds, several highlights of the decision provide important takeaways for consumer-facing businesses. Individual Reliance Is Not Required for Statutory Liability W&A argued that Attorney General Ellison had to prove a causal nexus between each violation of the MCFA and MDTPA and the injury to a particular consumer to establish liability. In W&A’s view, this required proof that each injured consumer had personally relied on W&A’s false representation. The Court of Appeals rejected this argument based on the MCFA’s and MDTPA’s plain language, which requires no proof of actual deception or confusion by consumers. The Court of Appeals finally pointed to the Minnesota Supreme Court’s decision in State v. Minnesota School of Business, Inc., which held that when a defendant’s misrepresentations are directed at and affected “a broad group of consumers, proof of direct individual reliance is not required to establish a causal nexus between MCFA violations and the harm suffered by consumers.” 935 N.W.2d 124, 135 (Minn. 2019). The Court of Appeals affirmed, however, that a causal nexus is necessary to support an award of damages under the MCFA and MDTPA. In making that determination, district courts look to various factors, including whether the misrepresentations were “longstanding, pervasive, and widespread in communications directed to consumers,” whether the seller intended and understood that consumers would rely on the misrepresentations, and whether the information was of a kind on which consumers would typically rely. The Court of Appeals’ decision continues Minnesota School of Business’s broad interpretation of liability under the MCFA and the MDTPA. Coordinated marketing campaigns to a “broad group of consumers” may expose businesses to MCFA and MDTPA liability without customer-by-customer proof of injury. That said, a causal nexus remains an element of an MCFA and MDTPA claim, and businesses involved in litigation should build a clear record at trial and on appeal showing how each of the relevant factors bears on the causal-nexus inquiry. Contractual Disclaimers Are Not an Automatic Defense to a Misleading Pitch W&A next argued that disclaimers in its client contracts prevented consumers from claiming they had been misled by its advertising. Reiterating that individual reliance is not required under the MCFA and MDTPA, the Court of Appeals held that a contractual disclaimer does not necessarily defeat a claim based on a conflicting oral representation. And on the facts of this case, the Court of Appeals agreed with the district court that W&A’s contractual disclaimers were insufficient given the extensive misrepresentations by W&A and the unequal bargaining power between it and its customers. This holding confirms that contractual disclaimers are not a cure-all for misleading advertising or sales practices. Businesses should review the entire customer journey, including pre-contract representations, as those representations may survive a contractual disclaimer to the contrary. And if faced with litigation, businesses should build a strong record, both at trial and on appeal, showing why any disclaimer is effective in context. The State Has Broad Authority to Seek Restitution W&A also challenged Attorney General Ellison’s authority to seek restitution under the state’s parens patriae authority to protect residents’ collective interests, arguing that injury to only 228 Minnesotans did not affect a sufficiently substantial segment of the population. The Court of Appeals rejected a simple headcount approach, instead explaining that the state had a legitimate interest in protecting residents’ economic well-being as a whole. In any event, the Court of Appeals held that if restitution was not appropriate under the state’s parens patriae authority, then it would still be appropriate under the Attorney General’s enforcement powers under Minn. Stat. § 8.31. The decision reinforces that the broader and more sustained the deceptive advertising, the stronger the case for restitution to protect Minnesotans’ economic interests. Civil Penalties Accrue Per Violation, Not Per Defendant The Court of Appeals finally rejected W&A’s claim that the Attorney General’s enforcement powers under Minn. Stat. § 8.31 permit only civil penalties of up to $25,000 for each defendant. Rather, the Court of Appeals explained that penalties are limited to $25,000 per violation. Multiple violations can therefore produce substantially greater penalties. The Court of Appeals also rejected the argument that restitution made penalties unnecessary: repaying consumers does not eliminate the need to address gains from deceptive conduct and deter future violations. Final Takeaways Align every consumer-facing communication. Broad and extensive marketing campaigns can expose businesses to stronger enforcement standards under the MCFA and MDTPA, making it critical that consumer communications remain accurate and consistent from the first advertisement through the final sale. Plan for layered enforcement exposure. Penalties under the MCFA and MDTPA can add up quickly: W&A, Wall, and Yates ultimately faced more than $6 million in civil penalties, restitution, and attorneys’ fees. The decision continues a line of Minnesota cases recognizing the Attorney General’s broad consumer-protection authority. Details matter. Although the Attorney General’s enforcement power is broad, it is not boundless. As the Court of Appeals explained, issues of causation, the effectiveness of contractual disclaimers, and the availability of restitution and civil penalties all turn on the specific facts of the case. Effective advocacy at trial and on appeal is critical to developing the facts relevant to liability and damages.