Morgan Burns counsels clients in many areas of corporate law, including capital markets transactions, securities regulation and corporate governance, and mergers and acquisitions.
Capital Markets Transactions
Morgan represents issuers, underwriters, agents and investors in all types of capital markets transactions, including public and private offerings of equity, debt, units, convertibles, and hybrid securities. He has advised on:
- Traditional IPOs and underwritten follow-on offerings
- "Bought" deals
- Registered directs
- Confidentially-marketed public offerings (CMPOs)
- Rule 144A transactions
- Private investments in public equity (PIPEs)
- Issuer tender offers
- "Go private" transactions
- Venture capital financings
Morgan has most recently represented the issuer or underwriters in the IPOs of Gordmans Stores, Electromed, Titan Machinery and Gander Mountain Company, and follow-on offerings by Northern Oil and Gas, LodgeNet, Enteromedics, and RC2. He has been counsel in multiple investment-grade debt, convertible and hybrid offerings by Archer-Daniels-Midland and a recent investment-grade debt offering by California Water Service Company. Among the lead underwriters he has represented are Piper Jaffray & Co., Robert W. Baird & Co., Craig-Hallum Capital Group, RBC Capital Markets, Needham & Company, and Feltl and Company.
Securities Regulation and Corporate Governance
Morgan represents numerous public companies in their ongoing compliance with applicable legal and regulatory requirements. In this capacity, he advises companies in the areas of SEC periodic reporting, trading and disclosure practices, proxy regulation, Sarbanes-Oxley compliance, stock exchange listing requirements, investor relations, and corporate governance matters. His clients in these areas include Archer-Daniels-Midland, FICO, Piper Jaffray, Northern Oil and Gas, Vital Images, The Dolan Company, Polaris Industries, and IKONICS.
Mergers and Acquisitions
Morgan represents buyers, sellers, and financial advisors in a wide variety of domestic and international M&A transactions, from purchases and sales of both private and public companies to carve-out transactions and joint ventures. These transactions have spanned a wide range of industries, including software and hardware technology, business services, health care services, medical technology, retail, consumer products, publishing, manufacturing, telecom, and financial services.
His client roster in significant M&A transactions includes UnitedHealth Group, 3M, H.B. Fuller, FICO, Gander Mountain, PLATO Learning, CarVal Investors, Piper Jaffray, U.S. Bank, The Dolan Company, GovDelivery, Retek, and Smithway Motor Xpress.
Additional Experience
Morgan co-founded and served as a director of GovDelivery, a software as a service (SaaS) company that is the leading provider of government-to-citizen communication solutions, from 1999 until 2009, when 90% of GovDelivery was bought by holding company, ICG (NASDAQ: ICGE).
During 2000 and 2001, Morgan served as vice president of corporate development and senior counsel of Dantis, Inc., a Web-hosting and managed services company that raised over $100 million in debt and equity capital. At Dantis, Morgan was responsible for negotiating financings and strategic partnerships, as well as managing certain aspects of real estate and construction, intellectual property, and employment matters.
- Chambers USA: America's Leading Lawyers for Business, Corporate/M&A, 2011
- Super Lawyers, Securities & Corporate Finance, Mergers & Acquisitions, 2010-11
- BTI Client Service All-Star Team (based on survey of Fortune 1000 in-house counsel), 2007
- Children's Theatre Company
- Camp Heartland
- Wilderness Inquiry
- Nine Steps to Help Limit Underwriter Liability in Bought and Overnight Deals
Trends (November 2008)
- When Comp is King - New Headaches for Public Companies
and their Directors
Expatriate Adviser (Spring 2005); Employee Benefit Review (May 2005); Trends (March 2005)
- Waking Up to a New IPO Market
Star Tribune Business Forum (August 2, 2004); Trends (July 2004)
- Fairness to Whom: When Multiple Classes of Equity Require Multiple Fairness Evaluations
Aspen Publisher's Corporation Law Update (April 15, 2003), Section 2, Vol. LXXIV No. 8
- Throwing Away the Crystal Ball: Will Earnings Guidance Disappear
Faegre Baker Daniels Capital Markets Quarterly (March 2003)
- Back to Earth - Two Attorneys Once Bitten By the Internet Bug Reconstruct Their Dot-Com Detour
Star Tribune Business Forum (October 8, 2001)
- Quoted in numerous publications, including Corporate Board Member, Upsize, Minneapolis-St. Paul Business Journal and the Minneapolis-Star Tribune
Related Practices
AIM – Alternative Investment Market
Business & Corporate Services
Capital Markets & Securities
Corporate Governance
Cross-Border & International Transactions
Emerging Companies & Venture Capital
Executive Compensation
Labor, Employment & Benefits
Mergers & Acquisitions
Public Companies
Related Industries
Banking & Financial Services
Education
Food & Agriculture
Health Care
Insurance
Life Sciences
Manufacturing & Industrials
Retail
Telecommunications & Information Technology
Upcoming Speaking Engagements
09-February-2012 - PLI's Drafting and Negotiating Corporate Agreements 2012
Education
University of Virginia School of Law
J.D., Order of the Coif (1996)
Dartmouth College
A.B., cum laude (1993)
Legal Updates
15-November-2008 - Nine Steps to Help Limit Underwriter Liability in Bought and Overnight Deals
23-February-2005 - When Comp is King: New Headaches for Public Companies and Their Directors
21-March-2003 - Fairness to Whom: When Multiple Classes of Equity Require Multiple Fairness Evaluations
News
10-June-2011 - Faegre & Benson Practices Ranked Nationally in 2011 Chambers USA
16-February-2011 - Faegre & Benson Attorneys Named to Super Lawyers Business Edition
17-June-2009 - Legal 500 Recognizes Faegre & Benson Corporate, Construction and Media Practices
30-July-2008 - Faegre & Benson Corporate, Media Law Practices Recognized By Legal 500
Bar Admissions
Minnesota
Events
10-January-2012 - Navigating the 2012 Annual Report and Proxy Season
11-October-2011 - 2011 M&A Conference
27-October-2010 - 2010 M&A Conference
12-January-2010 - Navigating the 2010 Annual Report and Proxy Season
13-January-2009 - Navigating the 2009 Annual Report and Proxy Season
08-January-2008 - Navigating the 2008 Annual Report and Proxy Season
18-January-2007 - Navigating the 2007 Annual Report and Proxy Season
18-January-2007 - Navigating the 2007 Annual Report and Proxy Season
Representative Transactions
$208 Million AIM IPO for Leading Ukrainian Financial Institution
$250 Million AIM IPO for U.S. Information Technology Company
Archer-Daniels-Midland (ADM) – $4.1 Billion in Multiple Offerings
Gander Mountain – $50 Million Sale of Common Stock
Purchase of Global Electric Motorcars by Polaris Industries Inc.
Purchase of Indian Motorcycles by Polaris Industries Inc.
Representation of Ingenix in Acquisition of Global Works Systems, Inc.
Representation of OptumHealth in Acquisition of Global Employee Assistance Provider
Represented Digi International Inc. in M&A Transactions
Represented H.B. Fuller in Sale of Joint Venture Stake
Titan Machinery Inc. – Initial and Secondary Public Offerings