David S. Johnson

Beverage Alcohol Industry 

• Represented numerous corporations and companies involved in the wholesale distribution of beer and other malt beverage products in the sale or purchase of assets or equity interests in transactions with other parties in the same industry, working also on financing and tax planning.
• Advised and represented manufacturers, wholesalers, and retailers regarding obtaining applicable alcoholic beverage licenses.

Commercial Transactions

• Represented the owners of a large corporation in a stock sale of the business and in the sale of assets of affiliated entities to a multinational company, involving multiple manufacturing and distribution facilities. Dealt with business organizational matters; local law issues in multiple states; and contracts, tax, antitrust, intellectual property, real estate, product warranty, financing, employment, environmental, and regulatory concerns.
• Represented multiple family-owned businesses in the sale of substantially all of their assets, breaking up the businesses into separate parts and selling them simultaneously to separate buyers on different terms. Transactions also involved negotiations with the clients’ suppliers and developing significant tax strategies.
• Worked with a client with a national market to devise and document a licensing strategy for the marketing and sale of proprietary products that are not protected by patents.
• Represented a business in the negotiation and documentation of the licensing of patented manufacturing technology and the related product for use and sale by the licensee on an international basis.
• Represented a family business enterprise involving different types of business entities. Negotiated, resolved, and documented compensation disputes and equity redemption and cross-purchase agreements.
• Represented a corporate client in the expansion of its business into Canada, working on supply and contracting agreements, foreign subsidiary matters, and international tax planning.
• Represented a client in the negotiation and documentation of the purchase of an agricultural production and distribution business, including business operations, real property, and water rights.
• Represented the owner in the negotiation and sale of a business whose primary service and product involved a proprietary invoicing and payment system; matter required detailed involvement with data privacy laws, the payment card industry data security standard, and the payment application data security standard.
• Represented a corporation in the negotiation and documentation of numerous licenses of its proprietary business system used in the bank brokerage industry in the U.S.
• Represented a mature company owned by one shareholder in the design and implementation of a succession plan, pursuant to which key management personnel were brought into ownership and the founder is transitioning management and control of the business to key employees.
• Represented closely held businesses in the resolution of shareholder disputes involving misconduct by minority shareholders, in some cases involving shareholder litigation.
• Represented a mature business seeking to access capital for expansion and growth purposes through the negotiation and documentation of sale-leaseback transactions involving manufacturing facilities located in multiple states.

 Real Estate

• Represented a family-owned business in the formation of a real estate holding company; the negotiation and purchase of real estate from a municipality; the financing for the acquisition of land; and the construction of a large warehouse and distribution facility, including the zoning, building code, and title matters required for the approval of the project.
• Represented a corporation and an affiliated limited company in the negotiation for and the purchase of real estate as well as the construction of a 110,000-square-foot office/distribution facility. Worked with clients on construction, title, tax, and financing matters, including tax increment financing and bank financing for a construction loan, bridge loan, permanent real estate financing, and a new revolving credit facility for the operating entity.
• Represented a joint venture in the acquisition of a convention center hotel in Minneapolis.
• Represented affiliated business entities in the sale of multiple parcels of real estate to a developer, dealing with tax, land use, environmental, succession planning, and railroad issues. Represented one of the entities in the purchase of another parcel of real estate, dealing with development, construction, land use, and financing matters. Representing the client in the successful completion of a like-kind exchange.
• Represented a joint venture in the acquisition of a majority interest in a suburban Minneapolis hotel, which is part of an international hotel chain.
• Represented a corporation, its subsidiary, and affiliates in the sale of a business facility in Minnesota, the subsequent acquisition of land in another state, and the construction of a new manufacturing facility on that land, successfully completing a like-kind exchange. Represented the clients in negotiating and documenting bank financing and public financing for the acquisition of land, construction of the new facility, and the purchase of new equipment.

Education

William Mitchell College of Law, J.D.; editor, William Mitchell Law Review

University of Minnesota Twin Cities, B.A.

Classes / Seminars Taught

• Adjunct Professor, William Mitchell College of Law 

Admissions

• Minnesota

Honors & Recognitions

The Best Lawyers in America (2023)

News

Publications

Professional Associations

• American Bar Association
• Minnesota State Bar Association
• Hennepin County Bar Association