Timothy S. Hearn
PEOPLE

Timothy S. Hearn

Partner
hearn.tim@dorsey.com

Overview

TIM PROVIDES CLIENTS WITH PRACTICAL ADVICE AND SOLUTIONS WHEN RAISING CAPITAL, BUYING AND SELLING BUSINESSES AND NAVIGATING COMPLEX CORPORATE GOVERNANCE AND DISCLOSURE REQUIREMENTS.

Tim has over 30 years of experience in securities and general corporate law, particularly as they relate to micro and small cap public companies, providing advice to boards of directors and management on mergers and acquisitions, corporate governance and fiduciary duty issues, and public and private offerings of debt and equity. In his career, Tim has also represented underwriters, placement agents, investment partnerships, real estate investment trusts and venture capital investors in various transactions.

Tim has also served in several leadership roles at Dorsey and is currently the firm’s General Counsel and Secretary to the firm’s Policy Committee.

Tim is a frequent speaker at seminars and client events on corporate compliance, SEC disclosure and other corporate and securities law topics. 

Education & Admissions

Harvard Law School (J.D., 1983)

Brown University (B.A., History, 1978), magna cum laude

Admissions

  • Minnesota

Experience

Representative Transactions

  • Represented EnteroMedics, Inc. in multiple securities offerings including PIPE, at-the-market, registered direct and confidentially marketed public offerings
  • Represented LecTec Corporation in complex business combination with AxoGen Corporation
  • Represented Synovis Life Technologies, Inc. in $325 million cash acquisition by Baxter International Inc.
  • Represented ATS Medical, Inc. in $370 million cash acquisition by Medtronic Inc.
  • Represented Osteotech, Inc. in $123 million cash acquisition by Medtronic Inc.
  • Represented RightNow Technologies, Inc. in $1.5 billion cash acquisition by Oracle Corporation
  • 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.

News & Resources

Articles

Preparing for the 2015 Proxy Season
Seminar Playback: Preparing for the 2015 Proxy Season
What’s New for the 2014 Proxy Season
What’s New for the 2013 Proxy Season
D.C. Circuit Court Vacates SEC's Proxy Access Rule
SEC Adopts Final Whistleblower Rules
SEC Adopts Say-on-Pay and Golden Parachute Rules
SEC Proposes Say-on-Pay and Golden Parachute Rules
SEC Adopts Shareholder Proxy Access Rules
SEC Provides Guidance on Climate Change Disclosure
The SEC’s Proxy Disclosure Enhancements: Analysis and Next Steps
SEC Provides Guidance on Use of Company Web Sites
SEC Amends Rule 144 and Approves Disclosure Relief for Smaller Companies
SEC Approves Two Alternative Proposals Relating to Shareholder Access
SEC Approves New Section 404 Guidance and Proposes Additional Relief for Smaller Companies

News & Press Mentions

54 Dorsey Lawyers in Minneapolis Selected for Inclusion in The Best Lawyers in America 2019 and 2019 Lawyers of the Year
51 Dorsey Lawyers in Minneapolis Selected for Inclusion in The Best Lawyers in America 2018 and 2018 Lawyers of the Year
Dorsey Represents Vascular Solutions, Inc. in Acquisition by Teleflex Incorporated
48 Dorsey Lawyers in Minneapolis and Fargo Selected for Inclusion in The Best Lawyers in America 2017 and 2017 Lawyers of the Year
Super Lawyers Recognizes 37 Dorsey Lawyers in Minneapolis
Chambers USA 2016 Recognizes Dorsey Lawyers and Practices in Minnesota
Chambers USA 2016 Ranks Dorsey Lawyers and Practices
45 Dorsey Lawyers in Minneapolis and Fargo Selected for Inclusion in "The Best Lawyers in America®" 2016 and "Best Lawyers of the Year"
Super Lawyers Recognizes 39 Dorsey Lawyers in Minneapolis
Chambers USA 2015 Recognizes Dorsey Lawyers and Practices in Minnesota
Super Lawyers Recognizes 39 Dorsey Lawyers in Minneapolis
Chambers USA 2014 Recognizes Dorsey Lawyers and Practices in Minnesota
Chambers USA 2014 Ranks Dorsey Lawyers and Practices
Dorsey & Whitney Named Capital Markets Law Firm of the Year-North America by Lawyers World Law
Super Lawyers Recognizes 39 Dorsey Lawyers in Minneapolis
Chambers USA 2013 Recognizes Dorsey Lawyers and Practices in Minnesota
Dorsey Lawyers and Practices in Minnesota Highly Ranked By Chambers & Partners
Will New Proxy Rules Pose Board Risks?

Select Presentations

  • Co-Chair for Annual Proxy Season “Hot Topics” Presentation for Clients, Dorsey U, January 2005 - 2015
  • 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

Professional & Civic

Professional Achievements

  • 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

Accolades

Ranked In - USA Chambers and Partners 2016 - Leading Individual   Ranked in Chambers USA 2015 - Leading Individual   North Star Lawyer logo

  • Named one of “America’s Leading Business Lawyers” by Chambers USA (Corporate/M&A), 2012-2016
  • Listed as a Minnesota Super Lawyer, 2012-2016
  • Listed in The Best Lawyers in America©, 2011-2019
  • MSBA North Star Lawyer, 2017
  • Named a Best Lawyers' Lawyer of the Year, Securities/Capital Markets, 2017
Timothy S. Hearn