Practice Areas:
Corporate and international law, with an emphasis on representing, as general counsel, start-up, development stage and emerging businesses. Also practices in the area of corporate financings, mergers and acquisitions, real estate matters, and technology licensing in both U.S. and international environments. Client companies have included those engaged in manufacturing, electronics, medical manufacturing, software development, e-learning, distribution and services. For entrepreneurs and other individuals, estate planning and succession planning legal services are also provided.
Education:
- Dartmouth College: B.A. Business Administration
- University of Minnesota: Doctor of Laws
- University of Chicago: Masters of Comparative Law
- Universität Münster: Schein in Bürgerliches Recht für Fortgeschrittene
(Advanced Degree in German Civil Law)
Professional Experience and Activities:
Admitted to Practice
State of Minnesota
Experience
Employment History
Founder and Partner: Law firm of Furber Timmer, PLLP, Minneapolis, Minnesota, 1992- present
Executive Vice President and Shareholder: Law firm of Orbovich, Fletcher & LaFond Limited, Minneapolis, Minnesota, 1988-1991
Partner: Law firm of O’Connor & Hannan, Minneapolis, Minnesota, 1984-1988
Attorney-at-Law, private practice: Minneapolis, Minnesota, 1981-1984
Corporate and International In-House Counsel for Libbey-Owens-Ford Company, Toledo, Ohio; Boise Cascade Corporation, Boise, Idaho; United States Steel Corporation, Pittsburgh, Pennsylvania
Research Assistant: Institut für Internationales Handels und Wirtschaftsrecht der Universität Münster, Germany
Managing Law Clerk: Dewey, Ballantine, Bushby, Palmer & Wood, New York, New York
Legal Experience
Legal experience has covered a broad range of corporate and international problems of both emerging and large businesses. Highlights of some of this experience follows:
Emerging Businesses
- General counsel to start-up, development-stage and emerging businesses. Responsible for all legal, corporate, tax and securities issues, including:
* formation of corporations, limited liability companies and partnerships
* buy/sell agreements
* stockholder and member control agreements
* employment agreements and stock options
* protection of proprietary information
* distribution arrangements
* venture capital financing
* private placements
* technology and software licensing
*employment law matters
* internet-related legal services for application service providers and web site development services
* real estate leases, factory construction, and other real estate matters
Acquisitions, Joint Ventures and Divestitures
- Preparation and negotiation of detailed legal agreements for many proposed and completed business acquisitions, mergers, joint ventures and divestitures with respect to companies located in the United States, Germany, Canada, Mexico, Spain, France, Sweden and Brazil, including responsibility for SEC, tax and anti-trust aspects from a United States standpoint, and responsibility for the review and evaluation of tax, foreign exchange and related legal issues from the host country standpoint.
Licensing Programs
- Responsible for managing foreign and domestic licensing programs for patents, trademarks and know-how, and for drafting, negotiating and finalizing definitive license agreements with licensees located in the United States and in many foreign countries. This responsibility has included efforts to secure contracts for the sale of equipment and engineering services to the USSR, Egypt, Saudi Arabia and China, and the preparation of definitive construction contracts.
Tariff Matters
- Legal counsel for United States tariff matters, including supervision of countervailing duty and anti-dumping litigation, implementation of a generalized system of preferences (“GSP”) program under GATT and establishment and operation of “border operations” (maquiladoras) in Mexico under Item 807 of the United States Tariff Schedules.
Financial Matters
- Legal counsel representing the borrower for negotiation and preparation of:
* short-, medium-, and long-term loan agreements
* real property sale and leaseback transactions
* equipment leasing agreements
* industrial revenue bond financings
*venture capital financings
- Participation in financial analyses and forecasts for new investment opportunities and licensing transactions in foreign countries.
Corporate and Secretary Matters
- Member of boards of directors of joint venture and wholly-owned domestic and foreign subsidiaries of Fortune 500 corporations and responsible for insuring compliance with corporate legal formalities; corporate secretarial function of publicly-traded corporations; monitoring corporate compliance with anti-trust laws; counsel to corporate insurance departments; and selection and supervision of outside domestic and foreign counsel for all corporate purposes including litigation.
SEC Compliance
- Responsible for corporate SEC compliance programs, including disclosure policies, preparation of proxy statements, review of periodic filings with the SEC, preparation and updating of S-8 registration statements and administration of director and officer liability programs.
Regulatory Matters
- Counsel to corporate management on numerous federal and/or state regulatory matters, including EEOC, wage and price controls, product safety rules (DOT and Consumer Product Safety Commission), political action rules for corporations, foreign direct investment rules, anti-boycott rules, and foreign corrupt practices.
Estate Planning and Succession Planning Matters
- Preparation of wills and trusts for entrepreneurs and other individuals, together with buy-sell agreements, business transition strategies and other solutions to business succession matters.
Activities
Appearances
- Public speaker and lecturer on various legal subjects relating to emerging businesses, entrepreneurship and international trade and investment.
Business Organizations
* Member of TIE-Minnesota (Country of India networking organization)
* Former Director, Minnesota World Trade Center Corporation
* Founder of Minnesota, State of Entrepreneurship series of conferences, and Chairman of Conferences, 1988-1993.
* Member, Co-Founder and Former President, Minnesota Entrepreneurs, Inc.
* Co-Founder, Program Director and Secretary-Treasurer, German/American Business Roundtable. Member, German American Chamber of Commerce
* Member, Former Director and past President, Minnesota International Center
* Former Director, Minnesota World Trade Association
* Former Member, New-Airport Search Area Advisory Task
Force (Twin Cities)
* Former Director, Australian-American Chamber of Commerce
* Former Chairman, World Trade Committee, Greater
Minneapolis Chamber of Commerce
* Former Member of Council, International Business Law
Section, Minnesota State Bar Association
* Former Member, Pacific Basin Advisory Council (Midwest
China Center)
* Former Member, Governor’s Task Force on Relations with
China
Languages
- German: Good writing, speaking and reading ability
- French: Limited reading ability
- Spanish: Limited reading ability
Associations
- American Bar Association
- Minnesota State Bar Association
- Hennepin County Bar Association
Professional Papers
(unpublished)
- “Compulsory Licensing as a Remedy Under the U.S. Anti-Trust Laws and its Potential Use in the German Anti-Trust System” (written in German)
- “Mergers, Joint Ventures and Consolidations Under Section 1 of the Sherman Act and Potential Application of Principles to Section 85 of the EEC Treaty and Section 1 of the German Anti-Cartel Law”
- “Good Faith Acquisition of Property Under German Law”
- “The Union of South Africa: A Case Study of Procedural Device for Integrating Native Law into an Overarching Legal Structure”
- “Selling Equipment to China: An Introductory Survey of Special Legal Problems”
Military
- Active duty, United States Marine Corps Reserve – Former Captain and Company Commander