David B. Miller

Former Partner at Faegre Baker Daniels LLP

David B. Miller

David B. Miller

Former Partner at Faegre Baker Daniels LLP

Biography

David Miller is a corporate lawyer. His areas of expertise include:

Capital Markets and Securities

David represents U.S. and foreign issuers, underwriters and placement agents in public and private securities offerings, including IPOs, private placement transactions, Regulation S and Rule 144A transactions, PIPEs, public exchange offers, tender offers and confidentially marketed public offerings. He also counsels clients on a wide range of federal, state and foreign securities laws and regulations.

Illustrative securities offering work includes representation of:

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Bluestem Brands in its previously announced IPO

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Capella Education Company in its IPO and follow-on public offering

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Piper Jaffray & Co., as underwriter or placement agent, in over 100 public and private offerings

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Hutchinson Technology in exchange offer for publicy traded indebtedness

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UK and Canadian issuers in public and private debt and equity offerings in U.S.

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HMN Financial, Inc. in issuance of TARP preferred stock to U.S. Treasury Dept. and in resale of preferred stock by U.S. Treasury to private investors

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VeraSun Energy Corporation, Wilsons The Leather Experts, International Multifoods, General Mills, and Land O'Lakes in 144A note offerings

Mergers and Acquisitions

David represents purchasers, sellers, special board committees, management and financial advisors in merger and acquisition transactions involving public and private companies and a range of transaction structures and consideration. David also works with clients in restructurings, recapitalizations, strategic alliances and joint ventures.

Illustrative matters include representation of:

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Bluestem Brands in leveraged dividend recapitalization of outstanding capital stock

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Bluestem Brands in a sale of receivable portfolio to U.S. affiliate of Santander

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Royal Bank of Canada and RBC Capital Markets in the acquisition of Ferris Baker Watts Incorporated

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Norwest Equity Partners in its acquisition of PeopleNet Communications

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ValueVision Media in sale of interest in Ralph Lauren Media LLC to Polo Ralph Lauren Corporation

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Management of Nistevo in its merger with an affiliate of ATT

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Entegris in its merger of equals with Mykrolis

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MedSource Technologies, Inc. in its purchase of ACT Medical and Heartport

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Pohlad Companies in its purchase of United Properties Corporation

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Counsel to Burnet Financial Group in its sale to NRT

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Piper Jaffray & Co., Lazard Middle Market, LLC, Greene, Holcomb & Fisher LLC, Manchester Companies and RBC Capital Markets Corporation, in over 500 merger and acquisition transactions where they have acted as financial advisor

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Special committee of Board of Directors of Lund International Inc. in connection with purchase of stock of significant stockholder by Harvest Partners

Representation of Public Companies

David's work experience includes Securities Exchange Act of 1934 and Securities Act of 1933 matters, including Sarbanes-Oxley, SRO listing requirements, periodic reporting, trading and disclosure practices, proxy regulation and accounting and internal control requirements, as well as various general corporate counseling, audit committee, corporate governance and compensation plan matters common to public companies. He has also led Faegre teams in several internal corporate investigation matters for public company clients. Representative clients include Capella Education Company, SUPERVALU, ValueVision Media, HMN Financial, H.B. Fuller Company, Piper Jaffray Companies, Hutchinson Technology, and Land O'Lakes.

Representation of Broker-Dealers and Investment Banks

David serves as counsel to regional and national investment banking firms on a wide range of matters, including capital market activities, mergers and acquisitions, valuation, fairness and solvency opinions, compliance, research, financial advisory services, public and private offerings and venture capital. Representative clients include Piper Jaffray & Co., RBC Capital Markets Corporation, Greene Holcomb & Fisher and Lazard Middle Market.

Representation of Private Companies

David counsels venture-backed private businesses such as Bluestem Brands (formerly Fingerhut Direct Marketing), as well as seasoned private companies such as Pohlad Companies, Marquette Financial Companies and Alerus Financial Corporation.

Representation of Banks, Bank Holding Companies and Other Financial Services Companies

In addition to broker-dealers and investment banks, David's work experience in the financial services area includes representation of banks, thrifts, bank and thrift holding companies, leasing companies, real estate services companies and other financial services businesses. Representative clients include Marquette Financial Companies, Alerus Financial, HMN Financial, Burnet Financial and Wells Fargo.

Venture and Equity Capital Financing

David has served as counsel to Piper Jaffray Merchant Banking, Pohlad Family Companies, Norwest Equity Partners and Piper Jaffray Ventures in venture and later stage equity investments in the United States, Europe and Scandinavia, and as counsel to emerging companies raising venture and other equity capital financing.

Overview
RelSci Relationships

847

Number of Awards

7

Relationships
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Partner at Faegre Baker Daniels LLP

Relationship likelihood: Strong

Partner at Faegre Baker Daniels LLP

Relationship likelihood: Strong

Partner at Perkins Coie LLP

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Partner at Faegre Baker Daniels LLP

Relationship likelihood: Strong

Partner at Faegre Baker Daniels LLP

Relationship likelihood: Strong

Partner at Faegre Baker Daniels LLP

Relationship likelihood: Strong

Partner at Faegre Baker Daniels LLP

Relationship likelihood: Strong

Partner at Faegre Baker Daniels LLP

Relationship likelihood: Strong

Partner at Faegre Baker Daniels LLP

Relationship likelihood: Strong

Partner at Faegre Baker Daniels LLP

Relationship likelihood: Strong

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David B. Miller
Former Partner at Faegre Baker Daniels LLP
Education
J.D., magna cum laude
Class of 1977

The University of Michigan, founded in 1817, celebrates a long and distinguished history. It was in 1787 that the Northwest Territorial Ordinance provided public land for this and other Midwestern universities and established a tradition of respect for excellence in higher education. Three Native American nations—the Ojibwa (Chippewa), Odawa (Ottawa), and Bodewadini (Potawatomi)—subsequently granted certain lands for use of the University of Michigan and by the end of the 19th century, Michigan was the largest and most generously supported public university in America and already a leader in graduate education. The University of Michigan Law School, one of the oldest law schools in the nation, was founded in 1859. But unlike other highly selective law schools established in that era, admission was never restricted to the privileged. When Gabriel Hargo graduated from the Law School in 1870, Michigan—then the largest law school in the country—became the second American university to confer a law degree on an African American. That same year, Michigan was the first major law school to admit a woman, and in 1871, graduate Sarah Killgore became the first woman with a law degree in the nation to be admitted to the bar; by 1890, Michigan had graduated more women than any other law school. That commitment to access and diversity joined an equally powerful commitment to excellence, which continues to this day.

A.B., magna cum laude
Class of 1975

Founded in 1769, Dartmouth is a member of the Ivy League and consistently ranks among the world's greatest academic institutions. Dartmouth has forged a singular identity for combining its deep commitment to outstanding undergraduate liberal arts and graduate education with distinguished research and scholarship in the Arts & Sciences and its three leading professional schools—the Geisel School of Medicine, Thayer School of Engineering, and the Tuck School of Business.

Memberships
Member, Business Law Section
Current

American Bar Association provides legal services. It provides law school accreditation, continuing legal education, legal information and other services to assist legal professionals. The firm has members which include judges, court administrators, law professors, and non-practicing attorneys. The company was founded on August 21, 1878 and is headquartered in Chicago, IL.

Member
Current

Minnesota State Bar Association operates a professional association for attorneys in Minnesota. The company was founded in 1883 and is headquartered in Minneapolis, MN.

Member
Current

PROFESSIONAL ASSOCIATION ORGANIZED TO FURTHER THE LEGAL PROFESSION.

Career History
Partner
Prior

Faegre Baker Daniels LLP is a full-service international law firm, and one of the 75 largest law firms headquartered in the United States. The firm, which has a strong presence in the Midwestern United States, was formed in 2012 by the merger of Faegre & Benson LLP and Baker & Daniels LLP. The two firms merged on January 1, 2012 and began business operations as Faegre Baker Daniels LLP. As a full-service international law firm, Faegre Baker Daniels LLP provides legal counseling and litigation to a wide range of practice areas. In addition, FaegreBD Consulting, the firm's national advisory and advocacy practice, advises clients public and private clients with interdisciplinary consulting services. The combined firm employs more than 800 lawyers and consultants in offices throughout the United States, Europe and Asia.

Partner
Prior - 2013

Faegre & Benson LLP provides legal services. Faegre & Benson's practices include corporate, employment and benefits, finance and restructuring, health care, intellectual property, litigation and advocacy, real estate and environmental. The company was founded in 1886 and is headquartered in Minneapolis, MN.

Partner
Prior - 2012

Baker & Daniels LLP provides advice and counsel to regional, national and international clients with legal and business needs. The company practices includes bankruptcy and business restructuring, construction, corporate finance, economic development, education, energy and climate change, health care and life sciences, immigration, insurance, intellectual property, international, government services, labor and employment, nonprofit, product liability, real estate, renewable energy and tax law. The company was founded in 1863 and is headquartered in Indianapolis, IN

Transactions
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Capmark Financial Group Inc. purchases Orchard Brands Corp. from American Capital Asset Management LLC, Catalog Holdings LLC

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GenMark Diagnostics Inc. issued Common Stock

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IntegraMed America, Inc. issued Common Stock

Awards & Honors
2013
Best Lawyers - Best Lawyers in America
2012
Best Lawyers - Best Lawyers in America
2011
Best Lawyers - Best Lawyers in America
Other Affiliations
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