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Michele D. Vaillancourt

Negotiating is like a stacking game: push on one piece, ignore others, and the structure tumbles.

Contact: P /612.604.6681M /651.398.6600E /[email protected]

Education

William Mitchell College of Law, J.D., cum laude, 1981

 

University of Minnesota, B.A., summa cum laude, 1977

• Moses Marston Memorial Scholarship
• Captain Dewitt Jennings Payne Memorial Scholarship
• University Freshmen Women’s Scholarship
• Anna M. Kuhl Scholarship

Bar Admissions

Minnesota, 1981

My Approach

In the 1990s, I tracked bears in the woods near Ely, Minnesota for research purposes. Sometimes I think of my work in securities representing publicly-held companies as being like bear tracking – I work hard, quickly, to gather as much information as I can – find out where they’ve been, where they’re going, and what sustains them. I ask the pertinent questions, and put together all I learn to form a picture of the larger ecology of the company and the matter at hand. There are very specific regulations and processes to go through when working with any aspect of a public company, and a misstep or ignorance of a rule can lead to calamity – sometimes it’s important to know what not to do.

I work for my clients to find creative solutions to problems that help achieve their goals. One of the things I love about practicing law is that it combines creativity with practicality. You have to get it right, but there are new and interesting ways to get it right for each company. I work with my clients to strategize about how best to get a deal done, meet clients’ goals, and positioning ourselves so that we get to the other side.

Outside of work, I love doing anything outdoors, whether it’s fishing, boating or hiking. I also enjoy fitness kickboxing or doing yoga and then going out for a beer.

A Groundbreaking Moment in My Career

I took a year off between my undergraduate education and going to law school, to take bona fide accounting courses, and I’m grateful every day that I did. When working with my clients, I have the ability to knowledgeably talk with them about financial statements, forecasts and projections – the language of their businesses. Instead of just hoping we get it right, I think it’s important to get to where my clients are operating, and then translate their businesses into the legal side.

Practice Areas

Practicing Securities & Corporate Finance

My Experience

I represent issuers (public and private), investors, and underwriters/selling agents in securities and finance transactions, with a concentration in securities and corporate finance, mergers and acquisitions, both in the U.S. and cross-border. This includes negotiation, preparing and finalizing merger and acquisition agreements, preparing registration statements and other disclosure documents, conducting due diligence and preparing underwriting documents, periodic reports and proxy materials and, of course, providing strategic business advice.

Representative Matters

• Representing Signature Bancshares, Inc., a privately-owned bank holding company, and its wholly-owned subsidiary, Signature Bank, with $490 million in assets, in their pending mergers with Heartland Financial USA, Inc., a publicly-held bank holding company, and its wholly-owned subsidiary, Minnesota Bank & Trust with $600 million in assets, in a transaction valued at $53.4 million. The transaction is expected to close in the first quarter of 2018.
• Representing a privately-held bank holding company with $874 million in assets in its $5.2 million pending private placement of shares of its common stock which began in October 2017.
• Represented a privately-held bank holding company with $76 million in assets in its $6.0 million private placement of shares of its common stock. The transaction closed in February 2016.
• In August 2016, represented Image Sensing Systems, Inc. (ISNS), a U.S., publicly-held provider of software-based, computer-enabled detection products and solutions for the intelligent transportation systems (ITS) industry, in amending its shareholder rights agreement (a/k/a “poison pill”).
• Represented a privately-held bank holding company with $44 million in assets in its $6.0 million private placement of shares of its common stock. The transaction closed in January 2015.
• Represented a privately-held bank holding company with $494 million in assets in its private placement of $10 million of subordinated debentures.  The placement closed in August 2015.
• Represented Bremer Financial Corporation in its private placement of $100 million of its Subordinated Notes. The transaction closed in December 2014.
• Represented a group of shareholders, including directors, of a Minnesota bank holding company in its offer to purchase stock from the holding company’s other shareholders in a tender offer under the Securities Exchange Act of 1934 and which qualified as a “control share acquisition” under the Minnesota Business Corporation Act.
• Represented Image Sensing Systems, Inc., a publicly-held provider of software-based, computer-enabled detection products and solutions for the intelligent transportation systems (ITS) industry, in a follow-on public offering of its common stock.

Awards

“Top Women in Finance,” Circle of Excellence

Finance & Commerce, 2008 and 2012

The Best Lawyers in America©

Corporate Law, 2016-2025

Practicing Mergers & Acquisitions

My Experience

I represent public and private clients in all aspects of mergers and acquisitions, including advice on business issues, structuring, due diligence, negotiating and drafting, securities compliance, employment matters, and closing.

Representative Matters

• Represented Ellis Bankshares, Inc. in its sale of The First National Bank of Eagle River with $128 million in assets to Mackinac Financial Corporation and mBank with assets of $730 million. The transaction, valued at $12.5 million, closed in April 2016.
• Represented United Bankers’ Bancorporation, Inc. and its wholly-owned subsidiary, United Bankers’ Bank, with $800 million in assets, in their acquisition of Bankers Bancshares, Inc. and its wholly-owned subsidiary, Great Lake Bankers Bank, with $95 million in assets. The transaction closed in July 2016.
• Represented Bremer Financial Corporation, with $8.7 billion in loans and other investments, in its acquisition of Eastwood Bank in Rochester, Minnesota, which had $675 million in assets. The transaction closed in January 2015.
• Represented a newly-formed Delaware limited liability company and related entities in its $8.0 million private placement of equity to finance the acquisition of an apartment complex located in Dallas, Texas. The transaction closed in January 2015.
• Represented The Business Bank, with $229 million in assets, in its acquisition by Bell State Bank & Trust, with assets of $2.5 billion.
• Represented Image Sensing Systems, Inc. in the acquisition of a privately-held, U.K.-based developer and marketer of automatic license plate reading technology.
• Represented Image Sensing Systems, Inc. in its acquisition of a privately held, Canada-based developer and provider of radar-based detection solutions in the ITS industry.
• Represented a privately-held company in its acquisition by BMC Software Inc., one of the world’s largest software vendors.

Awards

The Best Lawyers in America©

Mergers & Acquisitions Law, 2018-2025

Also experienced in

General Corporate

Honors & Awards

The Best Lawyers in America©

Corporate Law, 2016-2025
Business Organizations (including LLCs and Partnerships), 2024
Mergers & Acquisitions Law, 2025

MSBA North Star Lawyer

Pro Bono Service, 2018-2019, 2023

“Top Women in Finance,” Circle of Excellence

Finance & Commerce, 2008 and 2012

Alumni of Notable Achievement

University of Minnesota College of Liberal Arts, 2008

Minnesota Super Lawyers®

2008, 2011-2019

AV Preeminent

LexisNexis Martindale-Hubbell, Peer review ratings

Associations & Memberships

American Bar Association

Minnesota State Bar Association

Chair of Women in the Legal Profession Committee, 1994-1996

Hennepin County Bar Association

Chair of the Securities Committee, 1995-1997

Ramsey County Bar Association

Minnesota Women Lawyers

Board of Directors, 1993-1995

Women Lawyers Alliance

University of Minnesota

English Advisory Board

Winthrop & Weinstine, P.A.

Opinion Committee