Phil Garon has been a member of the Faegre Baker Daniels corporate practice since 1974 and is a former chairman of the firm's management committee. He focuses primarily upon general corporate matters, public and private mergers and acquisitions, private financings and hostile takeover defense.
With respect to general corporate matters, Phil has frequently advised public and private corporations concerning their fiduciary duties to shareholders and other corporate governance matters, compensation plans for key employees and proxy voting strategies. Representative clients include Target Corporation, The Travelers Companies, and Hutchinson Technology Incorporated.
He has drafted changes to substantial portions of the Minnesota Business Corporation Act, including the business combination provisions, provisions regarding limitations on director liability, antigreenmail provisions and amendments to provisions regarding shareholder inspection rights, shareholder and proxy voting, control share acquisitions, dividends, stock splits, special meetings, and stock and option issuances. In addition, Phil has testified on several occasions before the Senate Judiciary Committee to secure the passage of corporate legislation.
He is former chair of the Business Law Section of the Minnesota Bar Association, the Board of Visitors of the University of Minnesota Law School, and the U.S. Law Firm Group. Professor John Matheson of the University of Minnesota and he have co-authored Minnesota Corporation Law and Practice, a treatise published by Thomson Reuters. He, Professor Matheson and Mike Stanchfield also co-authored the article, "Challenging Delaware's Desirability as a Haven For Incorporation," published in 2006 in the William Mitchell Law Review.
With respect to mergers and acquisitions, he has been active on virtually all sides of such transactions, including representation of sellers, buyers, lenders, equity investors, management and special committees. Representative transactions in which he has acted as lead counsel include the following:
- Target Corporation's sale of its Marshall Field's division ($3.2 billion)
- Target Corporation's sale of its Mervyn's subsidiary ($1.7 billion)
- Purchases of Marshall Field & Company and Rivertown Trading Company by Target Corporation
- Sale of B. Dalton Company by Target Corporation
- International Multifoods in its sale to The J.M. Smucker Company ($840 million)
- The sale of the North American agricultural operations of International Multifoods Corporation, sales of the frozen specialty, surimi, meat and Venezuelan operations of International Multifoods and purchases by International Multifoods of the dessert and specialty products businesses of The Pillsbury Company and operations of Winchell's Donut Houses, Jordan Distributors, Avanti Food Distributors and Gourmet Baker
- Purchases of Norwesco, Inc., Numatics, Inc., Gelco Payment Systems and Douglas Machine Company by Norwest Growth Fund
- Purchases of Purina Mills, Inc. and Alpine Lace Brands, Inc. by Land O'Lakes, Inc.
- The sale of Alex Fries Inc. by Land O'Lakes, Inc.
- The sale of Spine-Tech, Inc. to Sulzer Medica Ltd. ($618 million)
- The sale of Fingerhut Companies, Inc. to Federated Department Stores, Inc. ($1.7 billion)
- The sale of Funco, Inc. to Barnes & Noble, Inc.
- The sale of Minntech Corporation to Cantel Medical Corp.
- Representing special committees of corporations in the management acquisitions of Scicom Data Services and Security American Financial Enterprises and the merger of ETA Systems into Control Data Corporation
- Representing management in the management acquisitions of Wilsons The Leather Experts and Stearns Manufacturing Corporation
Phil has represented both lenders and borrowers in numerous private debt financings, and that expertise is frequently utilized in assisting clients in the financing of mergers and acquisitions.
With respect to hostile takeover preparation work, he has represented Target in the 1987 takeover attempt by the Dart group and has represented Target, Hutchinson Technology, Bemis and Munsingwear in proxy contests won by those corporations. He has also prepared charter amendments for numerous corporations, including amendments to establish staggered boards, advance notice requirements for director nominations, fair price provisions and flexible preferred stock. In addition, he has prepared share rights plans for numerous corporations, including Target, Medtronic, Tennant, Graco, ReliaStar Financial Corporation, Imation, International Multifoods, Buffets, Spine-Tech, Minntech, Hutchinson Technology and Bemis.