An Image of Michael Howard

Contact Information

Michael@LawBit.com

Phone: (612) 518-2203

Fax: (612) 395-5225

Education

  • University of Minnesota Law School
    ABA National Appellate Advocacy, Director
  • Cornell University Law School
    Chinese Program, International Business Law/Transactions
  • University of Maine School of Law

Court Admissions

  • Supreme Court for the State of Minnesota
  • United States District Court for the District of Minnesota
  • United States Court of Appeals for the Eighth Circuit

Michael Howard

Michael is a business lawyer with Hellmuth & Johnson, PLLC.

 

Aside from the occasional post to this blog, Michael helps companies of all sizes, from small, one-person start-ups to large, publicly traded corporations, in a variety of industries, including but not limited to: printing, manufacturing, retail, repair, construction, restaurant/food service, agriculture, trucking, transportation, import/export, distribution, trades, professional services, real estate, advertising, marketing, franchise, cosmetics, health, medical, medical device, development, aviation, web-based services, software, and other technology related industries.

 

Michael sometimes takes a “general counsel” approach with his clients—acting as the “go to” person for executives and managers on all their legal needs, and providing them with a single point of contact for legal services. In fulfilling this role, Michael:

  • has developed experience and understanding of how companies begin, grow, overcome issues, and succeed (and sometimes fail);
  • guides his clients in each stage of their development;
  • provides practical legal and business counsel, delivered with an eye on the big picture, efficiency and value;
  • drafts regulatory checklists and policies for high risk areas;
  • performs legal audits to determine if a business has major legal risks it is ignoring;
  • invests time in getting to know his clients and their needs; and
  • seeks to earn the role of trusted advisor on legal and business matters.

Experience

Michael has successfully consulted on business, real estate, and turnaround matters for many years, and advises individuals and companies on entity formation, general business and commercial matters, mergers and acquisitions, real estate, bankruptcy matters, and other business matters with a focus on the following:



Start-ups/New Businesses

  • Represented several individuals and companies in connection with: formation of new entities for new businesses or real estate acquisitions, entity renewal and reinstatements, creation of buy-sell agreements, member control agreements and various resolutions and written actions.
  • Advised on spin-offs, reorganizations, distributions, transfers of stock, and purchases of membership interests.
  • Created terms of use for many “new idea” company websites, advised on legality and enforceability of terms on such websites.
  • Represented companies that are seeking funding in dealings with investment bankers and investors.

Established Businesses

  • Experience with drafting, reviewing and negotiating hundreds of different types of agreements.
  • Represented and advised many businesses in disputes, litigation, mediation, replevin actions, settlements, employment and labor matters, recruitment matters, antitrust matters, franchise matters, insurance matters, creditor rights matters, debarment matters, tax matters, various audit matters (tax, financial, compliance, software, etc.), internal policy matters, Freedom of Information Act (“FOIA”) requests and other public information requests.
  • Represented several clients in connection with company sales, asset acquisitions, pre-sale due diligence, and dissolutions.
  • Advised on viability and legality of business ideas relating to: data, international data storage, import/export, tax-based businesses, currency-exchange businesses, and other business ideas.
  • Performed legal audits to identify areas of risk, policy needs, disclosure needs, or need for company action.
  • Acted as local counsel for various legal actions involving out of state litigants.
  • Assisted business entities with registering as a foreign corporation, registering to do business, assessing whether such registrations were required, and analyzing doing-business-as qualifications.
  • Experience in the drafting and negotiation of software technology, licensing and other use arrangements.
  • Performed local counsel searches for international business transactions and expansion, and assisted with agreements involving parties from other countries, including but not limited to: employment agreements, distribution agreements, service and supply agreements, referral agreements, and data protection agreements.
  • Assisted with representation of matters related to the Internal Revenue Service and various state revenue departments.

Mergers and Acquisitions

  • Managing deal-flow, investment bankers, lenders and client personnel on the coordination of due diligence, schedules, consents, timing, and the administration of virtual data rooms.
  • Negotiating terms in letters of intent, business broker engagement letters, escrow agreements, stock purchase agreements, asset purchase agreements, and related M&A transaction documents.
  • Coordinating pre-sale due diligence for asset sales/stock sales.
  • Represented new health and technology companies in their sales to national and international companies. Michael was one of the attorneys who assisted a remote patient monitoring company with regulatory compliance matters, government contracts, internal policies, data management issues, and other business matters before selling for $200M.
  • Acting as lead outside consultant or attorney on several sale transactions, and assisting on sale transactions of non-publicly traded companies, drafting and negotiating definitive agreements, and managing sale transactions to closing.

Real Property

  • Represented owners, brokers, agents, leasing agents, tenants, landlords, developers and investors.  
  • Experience with boundary disputes, refinancing transactions, sale and acquisition transactions, eviction actions, foreclosure matters, leasing matters, sublease matters, lease disputes, purchase agreement disputes, fraud claims, sale-leaseback transactions, easements, option agreements, contractor/construction agreements, title matters, contracts for deed, redemptions, homeowners associations, common interest communities, mortgage requirements, estoppel certificates, mortgage amendments, assignments, foreclosures, deeds, deeds-in-lieu, and various closing documents for commercial, residential, and mixed-use real estate.

Bankruptcy/Workouts/Receiverships

  • Assisted debtors with sales of assets in Chapter 11 bankruptcy (“363 Sales”) and the reorganization of airlines, construction and development companies, agribusinesses, nutrition companies, multiple restaurant franchisees, non-profits, equipment companies, food service companies, and other businesses.
  • Assisted with the Chapter 7 bankruptcies of non-profits, franchisees, a cooperative, and many individuals in connection with a business failure.
  • Represented creditors in the assertion, negotiation and protection of their claim(s) in bankruptcies of various international companies.
  • Dealt with collection actions, depositions, garnishment, litigation, lift stay motions, claim objections, and post-judgment discovery.
  • Represented corporations and individual guarantors in forbearance arrangements, offers in compromise, and workout negotiations, and completed workouts for high-net worth individuals.
  • Helped buyers purchase assets out of receivership, successfully object to the appointment of a receiver, and navigate receivership law.
  • Evaluated exempt assets, advised on pre-bankruptcy planning and asset protection, negotiated loan modifications and restructurings.
  • Defended against preferential transfer, fraudulent transfer claims, and avoidance actions.

Publications

Co-author and presenter, “Sale of Assets,” Bankruptcy Practice in Minnesota Deskbook, First Edition.