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Noreen J. Sedgeman

Your concerns, not my agenda, drive the deal.

Contact: P /612.604.6617E /[email protected]

Education

University of Minnesota Law School, J.D., magna cum laude, 2009

• Managing Editor, Minnesota Law Review, 2008-2009
• Burton Award, Excellence in Legal Writing, 2009
• Order of the Coif

St. Olaf College, B.A., summa cum laude, Phi Beta Kappa, 2006

• Departmental Distinction in History, Senior thesis

Bar Admissions

Minnesota, 2009

U.S. District Court, D. Minn., 2012

My Approach

The best part of my job is partnering with clients to build something together. I focus on corporate transactions involving closely-held businesses and enjoy working collaboratively with my clients to reach a positive goal. Partnering with clients to understand their individual businesses and goals allows me to provide nuanced and strategic advice that enables them to attain their objectives.

I concentrate in mergers & acquisitions and have extensive experience in all aspects of the process of buying or selling a business, from drafting confidentiality agreements and managing due diligence to drafting and negotiating definitive purchase agreements and coordinating shareholder approvals.  In addition, I regularly advise closely-held businesses on a wide variety of corporate matters, including entity formation, buy-sell agreements, commercial contracts, and joint ventures. Frequently, I serve in the role of outside general counsel for my closely held clients and pride myself on often being the first call my clients make if and when legal issues arise. Clients often rely on me to advise them on business succession planning, which typically involves working with business owners to develop a plan to transition their business to the next generation or to key employees.

In addition to my client work, I serve as the Chair of the Corporate & Transactions Practice Group. The most rewarding parts of my role in firm leadership are the opportunities it affords me to mentor newer attorneys and help set strategic direction within the firm.

Outside of work, I most enjoy spending time with my family, especially my husband and two young children. I also love both travel and theater, and serve as a member of the Board of Directors of Children’s Theatre Company.

Practice Areas

Practicing Mergers & Acquisitions

My Experience

The clients I represent in mergers & acquisitions include businesses in a wide variety of industries. I am experienced in handling all aspects of such transactions, including drafting and negotiating purchase agreements, escrow agreements, employment agreements and other transaction documents. In addition, I manage due diligence, regulatory filings and the corporate approval process related to such transactions.

Representative Matters

• Represented owners of Erickson Oil Products, Inc. in sale transactions to CrossAmerica Partners LP involving 64 petroleum marketing and retail convenience stores in Minnesota, Wisconsin, South Dakota and Michigan and totaling approximately $85 million.
• Represented Stop-A-Sec, Inc. and Seck Enterprises, Inc. in sale of eight petroleum marketing and retail convenience stores to TravelCenters of America LLC.
• Represented a medical device company in a merger with a public company.
• Represented a community wind and solar project developer in connection with successful sales of wind development projects in New Mexico and Montana.
• Represented contract manufacturer of medical devices for the healthcare, pharmaceutical and medical diagnostic industries in connection with its acquisition of a U.K.-based technology company.
• Represented a national manufacturer and distributor of plumbing and piping related products, in connection with their sale to Chinese corporate conglomerate.
• Represented food waste recycling business in connection with the sale of its business.
• Represented a closely held distributor of audiology products and accessories in the sale of its business to a private equity group
• Represented a sports-hospitality business in the sale of its assets to a strategic buyer.
• Represented the owners of a CRM software company in the sale of the stock of their business to a strategic buyer.
• Represented private equity group in acquisition of provider of assembly and test services for integrated circuits.
• Represented producer of premium specialty quality coffee and coffee products in sale to a private equity group.
• Represented the manufacturer of injection related devices in a sale to a family office.
• Represented a privately held company in the acquisition of a heating, ventilation and air conditioning (HVAC) distribution business.
• Represented a public company in connection with the acquisition of e-commerce services business with a subsidiary in Mexico.
• Represented a public company in connection with the acquisition of a software distribution company.
• Represented public company in the acquisition of a single source provider of order management, fulfillment and customer care services.

Practicing General Corporate

My Experience

I represent clients in a wide range of corporate matters, including entity formation, corporate reorganizations, commercial contracts, joint ventures, corporate finance, regulatory issues and other business matters.

Representative Matters

• Represented a software-as-a-service provider in a connection with an investment made by a growth equity firm.
• Negotiated license agreements on behalf of Fortune 500 company to bring quick service restaurants into retail space.
• Represented real estate developer in joint venture in connection with development of an apartment building in Shoreview.
• Represented a supplier of bulk and bagged salt in connection with a corporate restructuring, which included bringing in outside investment.
• Advised a technology company in an internal corporate reorganization involving transferring a division of its business to a wholly-owned subsidiary.
• Developed a series of form documents, including manufacturing agreements and terms and conditions, for a design and engineering service company and electronics manufacturer.
• Advised start-up technology company on incorporation matters, including negotiation of shareholder agreement and issuance of restricted stock to founders.
• Negotiated a master services agreement with Fortune 500 company on behalf of an advertising agency.
• Advised angel investor in investment in start-up Irish company.
• Negotiated a distribution agreement on behalf of a start-up company selling energy drinks.
• Represented company specializing in international freight forwarding in buy out of minority shareholders.
• Represented a family-owned business in succession planning that involved creating multiple classes of stock, entering into a shareholder agreement, and gifting stock to children.

Also experienced in

Business Succession Planning

Energy Mergers & Acquisitions

Honors & Awards

Rising Stars

Minnesota Super Lawyers®, 2017-2019

MSBA North Star Lawyer

Pro Bono Service, 2017

Associations & Memberships

Children's Theatre Company

Board of Directors, July 2017-present

University of Minnesota Law School Annual Fund

Co-Chair, 2021-2022