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Ryan J. Schildkraut

Of Counsel
p (612) 604-6489   f (612) 604-6889 
Education
University of Minnesota Law School, J.D., cum laude, 2007

University of Notre Dame, B.B.A., summa cum laude, 2004
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Experience
Ryan Schildkraut is a business transactions attorney who advises companies of all sizes on a wide range of business matters, including entity formation, fundraising, corporate finance, mergers and acquisitions, licensing, real estate, and tax.  Ryan adds value for clients by quickly focusing on the meaningful issues in the transaction and efficiently leading the parties through the structuring, negotiation, documentation, and successful closing or completion of each deal.

Ryan regularly counsels start-up companies and entrepreneurs on selecting the appropriate type of entity for their businesses, drafting organizational documents (including shareholder agreements, LLC agreements, and member control agreements), raising money from investors, hiring employees and independent contractors, negotiating commercial leases, and developing customized business contracts. He is a strong advocate for Minnesota entrepreneurs and small business owners.   After years of working with clients who felt that federal and state laws impeded their ability to raise money from investors, Ryan co-authored the MNvest legislation, which legalized securities crowdfunding in Minnesota.  He helped organize a group of politicians, business leaders, and other supporters in a grassroots campaign to educate Minnesotans on crowdfunding, and MNvest was signed into law on June 15, 2015. 

Ryan is dedicated to helping companies grow their businesses through acquisitions, joint ventures, strategic partnerships, securities offerings, and re-financings. He also advises business owners in the sale of their businesses. See the “Cases and Transactions” tab above for a sampling of Ryan’s representative deals.

Although Ryan works with all types of businesses, he has extensive experience in the following industries:

  • Craft Brewing.  Ryan represents start-up and mid-sized craft breweries on a variety of matters, including raising money from investors; awarding incentive equity to employees; securing debt and equipment financing; obtaining required permits and navigating through complex licensing regulations; negotiating brewery leases, beer distribution agreements, and beer ingredient procurement contracts; selling distribution rights; obtaining trademarks and protecting other key intellectual property assets.
  • Software and Technology. Prior to attending law school, Ryan graduated first in his class from the nationally-ranked Information Technology Management program at the University of Notre Dame’s Mendoza College of Business. His background in systems architecture and software development is a valuable resource to Ryan’s clients in high-tech industries, who regularly rely on his expertise when drafting and negotiating terms of software licensing agreements, software development agreements, and similar technology-related contracts. 
  • Multi-Unit Franchise Operations. As an integral part of Winthrop & Weinstine’s Franchise Legal Team, Ryan works closely with buyers and sellers in significant M&A transactions involving the purchase and sale of multi-unit franchise operations.  Ryan regularly reviews and negotiates purchase and sale agreements, loan agreements, franchise agreements, lease agreements, landlord estoppels and consents, subordination and non-disturbance agreements, and other real estate documents.  Since 2010, Ryan has assisted multi-unit franchise owners in M&A and financing transactions involving more than 500 restaurants throughout the United States, with an aggregate transaction value of more than $360 million.

Since 2014, Ryan has been named a "Rising Star" by Minnesota Super Lawyers®; these highly regarded attorneys are 40 years old or younger, or have been practicing for 10 years or less. No more than 2.5 percent of the lawyers in the state are named to the list.

While in law school at the University of Minnesota, Ryan served as President of the Business Law Association and as an editor of the Minnesota Journal of International Law. He also studied international law at Monash University Law School in Melbourne, Australia, and the University of Canterbury School of Law in Christchurch, New Zealand. He is a diehard fan of the Green Bay Packers and the Notre Dame Fighting Irish.

Bar Admissions
Minnesota, 2007
North Dakota, 2009
 
Representative Cases & Transactions
Mergers & Acquisitions
  • Represented a Minnesota-based software company with subsidiaries in Germany, France and the United Kingdom in connection with a $26.5M strategic merger with a publicly traded software company.
  • Represented a publicly traded Minnesota-based technology company in connection with its acquisition for cash and stock of a Wisconsin-based software company specializing in automated language translation. The target also had operating subsidiaries in India, Ireland and the United Kingdom. The transaction was structured as a “reverse IPO.”
  • Represented a publicly traded Minnesota-based technology company in connection with a $13M strategic acquisition of a U.K. technology company.
  • Represented various “quick service restaurant” franchisees in several acquisition and sale transactions – closed on approximately 500 restaurants with an aggregate transaction value of over $530M.
  • Represented a developer, owner and operator of a solar energy facility in connection with the sale of a controlling interest in the facility to an outside investment group.
  • Represented a Minnesota-based distributor of computer products in connection with the sale of substantially all of its assets to a Canadian company for $10M.
  • Represented a closely held Minnesota-based water-filtration technology company in connection with a $20M merger with a publicly traded Canadian corporation.
  • Represented a Minnesota-based tooling manufacturer in connection with its $10M strategic acquisition of a Canadian punch and die manufacturer, along with its Mexican subsidiary.
  • Represented a Minnesota-based medical device technology company in connection with the sale of substantially all of its assets to a publicly traded medical device supply company for $10M.
  • Represented a publicly traded Minnesota-based multimedia distributor on its $11.5M strategic acquisition of a software development company.
  • Represented a Minnesota-based debt collection company and its sole shareholder in connection with a $75M stock sale to a private equity buyer.
Corporate Finance
  • Represented multiple start-up breweries in connection with private placement offerings to investors, brewery site selection and acquisition, and associated regulatory and licensing issues.
  • Represented a publicly traded multimedia distributor in connection with the creation of a $70M senior secured credit facility and refinance of existing debt.
  • Represented a subsidiary of a publicly traded technology company in connection with the creation of a $6M senior secured credit facility and refinance of existing debt.
  • Represented a publicly traded technology company in connection with a $27M “follow on” public offering to raise $27M in proceeds.
  • Represented a start-up medical device technology company in connection with the initial private placement of $1M of securities and an additional second round offering of $3M in preferred LLC units.
  • Represented an aggregator of life insurance policies in connection with the sale of those policies to a private equity fund for approximately $50M.

News
Speaker. "Craft Beer, Distillery and Liquor Law: The Ultimate Guide." National Business Institute. National Webcast. 16 September, 2016.

Qtd. Gribbins, Keith. "Lowdown on new crowdfunding laws and other slick ways to raise brewery startup capital." Craft Brewing Business. 11 July 2016.

Profiled. Kuehn, Nancy. "Face Time: MNvest co-founder Zachary Robins on the 'democratization of investment'." Minneapolis/St. Paul Business Journal. 5 July 2016.

Profiled. Nelson, Todd. "State Agency finalizes MNvest Rules."  Politics in Minnesota Capitol Report. 29 June, 2016
 
Profiled. Nelson, Todd. "MNvest opens small businesses to small investors." Finance & Commerce. 28 June 2016.

Qtd.  Eggert, Andre "Lawmakers Consider Amending Angel Tax Credit Law." Twin Cities Business Magazine. 31 March 2016.

Speaker. "How to Successfully Raise Capital for Your Brewery." Craft Brwerers Conference & BrewExpo America. Philadelphia. 4 May 2016.

Speaker. "Crowdfunding and Other Capital Raising Strategies for Emerging Companies." SCORE Monthly Meeting. 12 April 2016.

Speaker. "Investors & Funding." Barley to Barrel. Milwaukee. 29 March 2016.

Speaker. "Crowdfunding." "Entity Options: C Corp, S Corp, LLC, Sole Proprietor."  MN Grape Growers Association: Cold Climate Conference. 11-13 February 2016.

Qtd. Archambault, Patrick. "Crowdfunding with Equity: Craft Breweries Will Soon have a New Way to Close the Funding Gap." Beeradvocate. January 2016.

Speaker. "Crowdfunding." 61st Annual MNCPA Tax Conference. Minnesota Society of Certified Public Accountants. Minneapolis. 7 December 2015.

Qtd. Weinmann, Karlee. "Federal crowdfunding action bolsters MNvest." Finance & Commerce. 06 November 2015.

Speaker. "Financing Options for Closely Held Business (MNvest, Kickstarter and Crowdfunding Generally; Angel Investors; Reg A+; and more)." The Minnesota Closely Held Business Conference. Minnesota Continuing Legal Education and the MSBA Business Law Section. 27 October 2015.

Speaker. "Crowdfunding." MHTA Lunch & Learn.  Minnesota High Tech Association. Minneapolis. 14 October 2015.

Qtd. Martucci, Brian. "The Dynamics of Key Leader Insurance." Minnesota Business Magazine. September 2015.

Panelist. "Raising Capital & the Media." Twin Cities Startup Week. 8 September 2015.

Panelist. "Going Pro: Everything You Need to Know to Start Your Brewery." Northern Brewer and Bad Weather Brewing seminar. 18 August 2015.

Qtd. Buchta, Jim. "Saunders jumps quickly into equity crowdfunding." StarTribune. 19 July 2015.

Qtd. Weinmann, Karlee. "MNvest lag puts spotlight on little-used fundraising alternatives." Finance & Commerce. 15 July 2015.

Qtd. Fondler, David. "State enacts MNvest, to connect small business with small investors." St. Paul Pioneer Press. 20 June 2015.

Profiled. Grayson, Katharine. "MNvest Gives Startups New Path to Funding." Minneapolis/St. Paul Business Journal. 19 June 2015.

Qtd. Weinmann, Karlee. "Rulemaking duration clouds future of MNvest." Finance & Commerce. 17 June 2015.

Qtd. Eggert, Andre. "MNvest: Kickstarter, But For Equity." Twin Cities Business. 21 April 2015.

Qtd. Associated Press. "Lawmakers pitch crowdfunding service to connect investors with entrepreneurs." StarTribune. 3 March 2015.

Qtd. Martucci, Brian. "MNvest and MN-SBIR to Reduce Funding Barriers for Startups." The Line. 3 February 2015.

Guest. "News and Views with Roshini Rajkumar: MNvest and Crowdfunding." NewsRadio 830 WCCO. 1 February 2015.

Guest. "MNvest bill helps small businesses kickstart their funding." KMSP-TV Fox News. 28 January 2015.

Qtd. Grayson, Katharine. "MNvest - Legislative Preview." Minneapolis/St. Paul Business Journal. 9 January 2015.

Panelist. "Crowdfunding Table of Experts." Minneapolis/St. Paul Business Journal. 07 January 2015.

Qtd. McClure, Jane. "Crowdfunding Campaign: Law Change Could Widen Investor Pool for Restaurant Owners." Food Service News. December 2014.

Qtd. Schafer, Lee. "State Can't Afford to Wait for Feds on Crowdfunding." StarTribune. 11 November 2014.

Profiled. Pesek, Jeff. "MNVest Wants to Bring Equity Crowdfunding to Minnesota Startups." Tech.MN. 14 October 2014.

Author. "Where There Are Good Arms, There Must Be Good Laws: An Empirical Assessment of Customary International Law Regarding Preemptive Force." 16 MINN.J.INT'L L.193 (2007).

Co-presentor. "Is War Rational? The Extent of Miscalculation and Misperception as Causes of War." International Studies Association and Midwest Political Science Association Annual Conference. Spring 2004.


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