Jerry Miranowski is a trial lawyer specializing in complex financial disputes.  Mr. Miranowski has tried dozens of cases before state, federal, and bankruptcy courts and arbitration tribunals throughout the country.  He is recognized by his peers as a Super Lawyer.

Mr. Miranowski is the leader of the firm's finance & restructuring team and the former head of the finance litigation team, a group of trial lawyers who work side-by-side with transactional, restructuring, and bankruptcy lawyers serving the financial industry.  Every lawyer on the team is trained to understand complex financial transactions and specializes in trying disputes arising from such transactions, ensuring effective and efficient representation.

Mr. Miranowski is a member of the Commercial Arbitration Panel of the American Arbitration Association and regularly serves as an arbitrator.  An experienced negotiator, Mr. Miranowski has successfully resolved many complex disputes before they reached litigation or trial.

Bank Litigation

Mr. Miranowski has enforced commercial loan remedies in numerous jurisdictions, including Minnesota, Colorado, Florida, North Dakota, and Oklahoma.  He has also defended lender liability claims around the country, including in Alabama, Illinois, Minnesota, New Mexico, Oklahoma, and Pennsylvania. 

• Tried and won the dismissal of a $39 million claim under the anti-tying provisions of the Bank Holding Company Act.  
• Tried and won the dismissal of a fraud claim brought by a mezzanine lender against Marshall Bank.
• Tried and won the dismissal of a $21 million misrepresentation claim against Wells Fargo Bank.
• Won summary judgment dismissing a $30 million lender liability claim against U.S. Bank.

Gaming Disputes

Mr. Miranowski is an expert in gaming disputes, including those involving Indian gaming.  He has tried and won three cases and has successfully collected judgments against tribes.  He has litigated issues of tribal jurisdiction, sovereign immunity, exhaustion of tribal remedies, management contracts, and the sole proprietary interest doctrine.

• Tried and won an arbitration for Wells Fargo against the Three Affiliated Tribes in North Dakota, confirmed the award, and collected the ensuing judgment. 
• Tried and won an arbitration for Wells Fargo against a tribe in Oklahoma, and is now seeking confirmation of the award.
• Tried and won a preliminary injunction against the gaming commission of the Apache Tribe of Oklahoma, obtaining a preliminary injunction against the commission enjoining it from taking any action that would adversely affect lender's rights under its credit agreement and related documents.  2011 WL 3876519 (W.D. Okla.).
• Obtained a $15 million summary judgment against the developer of a Montana casino.  2010 WL 5088190 (D. Minn.).
• Advised lenders and noteholders regarding gaming defaults in Arizona, California, and Washington.

Fiduciary Duty Claims

• Defended and successfully settled a $40 million breach of fiduciary duty claim against Cargill in Delaware Chancery Court.  959 A.2d 1096 (Del. Ch. 2008).

Bankruptcy Litigation

• Tried and won dismissal of a claim for a topping fee in connection with the sale of a company.
• Represents several defendants in the Petters clawback litigation.

Fraudulent Transfers

• Tried and ultimately obtained a $155 million settlement of a fraudulent transfer claim on behalf of U.S. Bank as indenture trustee.  864 A.2d 930 (Del. Ch. 2004).
• Obtained a $7 million settlement of fraudulent transfer and breach of fiduciary duty claims brought by Wells Fargo Bank, as indenture trustee, to recover dividends payments made prior to a bankruptcy.

Bond Transactions

Mr. Miranowski has litigated many cases involving corporate and municipal bonds, including the fraudulent transfer cases described above.  He also tried and won the dismissal of a $10 million claim against Piper Jaffray arising from the issuance of bonds for a tax increment financing project in Iowa.

Purchase Price Adjustments

Mr. Miranowski has successfully represented private equity funds, including Northwest Equity Partners and Goldner Hawn, in purchase price adjustment disputes arising from the sale or purchase of portfolio companies.  He tried and won the only such claim that could not be resolved prior to the arbitration hearing.

Community Service

Mr. Miranowski has served as a volunteer guardian ad litem since 2002, working with children in need of protection and services and advising courts regarding their best interests.  He is a trustee of the Ramsey County Bar Foundation.  He is also a board member of the St. Paul Chamber Orchestra, and is a former board member of the Ronald McDonald House.

Honors

• Super Lawyers, Business Litigation