Bryn R. Vaaler

Bryn R. Vaaler

Chief Marketing and Professional Development Officer/Of Counsel



He is the firm’s Chief Marketing and Professional Development Officer. He oversees and directs marketing and business development, as well as professional development and training through the firm’s Professional Services Group. His responsibilities include: developing marketing and business development strategy for the firm; working with firm lawyers to implement that strategy; overseeing firm communications and public relations; and designing and implementing in-house training for lawyers, clients and staff (Dorsey U). Bryn is also Of Counsel in the firm's Corporate Group and advises on corporate and securities law matters.

For 11 years, Bryn 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 Corporate Laws Committee from 2000-2006.

Education & Admissions

University of Minnesota Law School (J.D., 1979), magna cum laude
Articles editor, Minnesota Law Review
Order of the Coif

University of Minnesota (B.A., 1975), summa cum laude
Phi Beta Kappa


  • Minnesota


  • English, French

News & Resources


45 Dorsey Lawyers in Minneapolis and Fargo Selected for Inclusion in The Best Lawyers in America® 2016 and Best Lawyers of the Year
Law360 Recognizes Dorsey for Innovative Associate Training
2014 Amendments to the Delaware General Corporation Law
2014 Changes to the Minnesota Business Corporation Act
Bryn Vaaler Comments on What’s to Be Done About CLE for Junior Lawyers?
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
SEC Approves NYSE Rule 452 Amendment To Prevent Broker Discretionary Voting in Uncontested Director Elections
"Delaware Supreme Court Holds Lyondell Directors Did Not Act in Bad Faith in Revlon Sale," Private Equity Focus
DGCL Amendments Authorize Proxy Access and Expense Reimbursement Bylaws, Reverse Schoon v. Troy Corp.
Delaware Supreme Court Holds Lyondell Directors Did Not Act in Bad Faith in Revlon Sale
"Lyondell Chemical Highlights Need for Best Practices in Change-of-Control Decisions,"
"Privilege May Apply to Drafts of SEC Filings," Securities Law360
Privilege May Apply to Drafts of SEC Filings
""Blowout" Price Does Not Relieve Target Board of Revlon Duties," Aspen Publishers Corporation
“Blowout” Price Does Not Relieve Target Board of Revlon Duties
Delaware Supreme Court Invalidates AFSCME Proxy Reimbursement Proposal But Leaves Door Open
Time to Review Director and Officer Indemnification and Advancement Arrangements
"Amendments to SEC Rules 144 and 145 Effective February 15," Private Equity Focus
"Del. Court Reads Advance Notice Bylaw Narrowly," Securities Law 360
"Dissident Stockholder Benefits from Another Narrow Reading of Advance Notice Bylaw by Delaware Court," Corporation (Aspen Law & Business) Vol. LXXIX, No. 9,

Select Client 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 & Civic

Professional Achievements

  • 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-Present
  • Adjunct faculty, William Mitchell College of Law, Spring 2003


  • Listed in Best Lawyers in America©, 2013-2016
Bryn R. Vaaler