Kevin Maler
PEOPLE

Kevin Maler

Partner
maler.kevin@dorsey.com

Overview

A PARTNER IN THE CORPORATE GROUP, KEVIN HELPS CLIENTS, BOTH LARGE AND SMALL, DEVELOP, ACQUIRE, COMMERCIALIZE, LICENSE AND SELL THEIR TECHNOLOGY ASSETS. HE ALSO HELPS CLIENTS FINANCE THEIR BUSINESS STRATEGIES THROUGH THE PRIVATE CAPITAL MARKETS, ESPECIALLY THROUGH VENTURE CAPITAL FINANCING.

Kevin works closely with clients to understand their business objectives and to structure transactions that meet those goals. Kevin regularly advises clients in structuring, drafting and negotiating complex commercial agreements, including intellectual property licenses, distribution agreements, supply agreements and joint ventures. He helps clients finance the development of their businesses through the private capital markets. And he helps clients acquire and sell their technology assets: He has advised both buyers and sellers in a variety of divestitures, asset purchases, stock purchases and mergers. Prior to attending law school, Kevin worked for more than a decade as a business reporter and editor for newspapers in the Twin Cities and in Washington, D.C., receiving numerous state and national awards for his work. He served as the editor of the Minneapolis-St. Paul Business Journal, was a reporter and editor for the St. Paul Pioneer Press and contributed stories on business-related topics to The New York Times. Kevin is a member of the firm’s Technology Commerce group and serves on the firm’s Recruiting Committee.

Education & Admissions

University of Minnesota Law School (J.D., 2006), magna cum laude; Order of the Coif; Dean's List; Director, Maynard Persig Moot Court

Syracuse University (M.A., English and Creative Writing, 1992)

University of Pennsylvania (B.A., English and Economics, 1985)

Admissions

  • Minnesota

Experience

Representative Transactions

License Agreements and Complex Commercial Transactions

  • Represented a privately held company owned by several large banking institutions in the negotiation of a license and services agreement for software used to detect fraudulent transactions over mobile devices.
  • Represented a privately held company that operates a private exchange platform negotiate key master service agreements with four large health insurers.
  • Represented a Fortune 500 company in the negotiation of a telecom outsourcing services agreement for all wireless services delivered by a vendor to a destination resort and conference center.
  • Represented a Fortune 500 company in the negotiation of a mission-critical vendor agreement for the provision of payroll management services.
  • Represented a Fortune 500 company in the health care space in the negotiation of a software license for mission critical data storage devices.
  • Represented a large public relations firm in the negotiation of numerous consulting and services agreements between the public relations firm and large, Fortune 100 companies.
  • Represented a Fortune 500 company in the creation of a joint venture for the distribution of food products, with special focus on the licensing and use of certain shared trademarks.
  • Represented a privately held company that operates an e-learning platform in the negotiation of a variety of software license and services agreements with large, well-known customers.
  • Represented a German firm in the negotiation of license, supply and distribution agreements for GPS-based technology from two affiliated U.S.-based corporations that permitted the German firm to use the technology in Europe.
  • Represented the private buyer of a furniture design and manufacturing division from Canadian parent, including the negotiation and drafting of a cross-border trademark license, supply and distribution agreement.
  • Represented the owner of a social-networking website for history enthusiasts in numerous agreements relating to the digitization, use, publication and ownership of historical documents.

Venture Capital Financings

  • Represented an emerging company in the group health insurance industry with a Software as a Service (SaaS) business models in the issuances of Series A and Series B preferred stock to venture investors and, later, in the sale of a controlling stake of the company to group of insurance companies.
  • Represented an emerging company in the health and wellness space with a SaaS business model in the issuance of Series D preferred stock to venture investors, including the negotiation of amended and restated governing documents.
  • Represented an emerging company in the individual health insurance industry with a Software as a Service (SaaS) business models in the issuances of Series A preferred stock to venture investors and, later, in the sale of a controlling stake of the company to group of insurance companies.
  • Represented a technology company in a recapitalization that included conversion of preferred stock into common stock, a reverse split of existing shares and the issuance of shares of a new series of preferred stock.

Mergers, Acquisitions and Sale of Assets

  • Represented an privately held enterprise software company in the divestiture of a legacy software business.
  • Represented a publicly traded consulting and training company in the divestiture of its consumer products division, including the negotiation and drafting of a complex trademark license agreement between the buyer and seller.
  • Represented a U.K. company in the sale of assets of a web-based business in the video conversion space and a related source code license to the buyer.
  • Represented a private equity investor in the acquisition of a controlling stake in a group of companies that make and process online consumer loans, including the negotiation and drafting of a software license agreement and related ancillary agreements.
  • Represented an emerging company in the purchase of technology assets from another emerging company, including the negotiation of covenant not to sue from licensor of a patent used by the target company in an unrelated business line.
  • Represented a U.K.-based book distributor in a cross-border sale and purchase of assets, including the negotiation and drafting of cross-border trademark license, distribution and supply agreements and a software license agreement.
  • Represented various companies on intellectual property representations, warranties and disclosures in connection with merger agreements and stock purchase agreements.

News & Resources

Events & Speaking Engagements

Privacy & Technology Commerce Breakfast Briefing

Select Client Presentations

  • Anatomy of a License Agreement: Tips, Traps and Best Practices. Montana State University, June 26, 2013 and University of Montana, June 27, 2013.

Professional & Civic

Professional Achievements

  • Penumbra Theater, Board Member

Accolades

  • Listed as a "Rising Star" by Minnesota Super Lawyers, 2015
  • Recommended by Legal 500 in Mergers & Acquisitions, 2015
  • Mendes Hershman Student Writing Contest, sponsored by the American Bar Association Section of Business Law – Third Place
Kevin Maler