April Hamlin

April Hamlin practices corporate and securities law and provides general representation of both publicly and privately held companies. April provides securities counsel to public companies in every area of need, including '34 Act reporting and compliance, offering, M&A and strategic partnership activity, risk assessment and mitigation, equity and incentive compensation programs, stock exchange compliance, investor relations and shareholder communications, insider trading compliance, internal and disclosure controls, committee function and board best practices, and deregistration and delisting. For privately held companies, April provides general legal representation, typically in the areas of entity selection, formation, shareholder/member agreements, and debt and equity financings. April also has extensive experience dealing with issues involving the Foreign Corrupt Practices Act (FCPA).

She represents clients in various industries such as life sciences and medical device, technology consulting, information systems, consumer products, telecommunications, renewable energy, hospitality, and manufacturing.

Representative Matters

• Securities counsel to public company client in its $74 million issuer tender offer
• Counsel to public company in its divestiture of mature business unit, including securities and M&A advice, drafting of proxy statement (not reviewed by SEC), and post-divestiture reporting guidance
• Securities counsel to public company in its tender offer to holders of underwater stock options
• Negotiated settlement of proxy contest with activist shareholder on behalf of governance committee of public company
• Counseled shareholder client regarding its Schedule 13D investment in a public company, proxy contest, and other related matters, and negotiated the appointment of the client to the public company board
• Represented public company in $53 million transformative acquisition of a private company for cash and stock, including drafting and legal review of all external communications
• Counsel to public company in its follow-on underwritten offering that was completed in 41 days from filing to closing, including drafting a Form S-1 that was not selected for review by the SEC
• Counsel to cooperative in its successful no-action request to the SEC permitting the cooperative to terminate its '34 Act reporting obligations
• Securities counsel to public company in $566 million merger with multinational health care company, including drafting proxy statement that was not selected for review by SEC
• Counsel to Minnesota-based medical cannabis manufacturer in its $13 million private placement
• Securities counsel in $40 million private financing, $60 million financing, $5 million tender offer, and management company restructuring by primary care clinic management company
• Counsel to private software company in its $3.5 million shareholder redemption and $2.5 million management share bonus program
• Outside general counsel to venture capital-backed private company, including through its most recent $20 million round of preferred financing, two previous rounds of preferred financing, interim convertible bridge note financings, and venture debt financing
• Counsel to public company in its $8 million term loan financing, including warrant and subsequent resale registration statement
• Counsel to Special Committee formed to consider amending public company bylaws to opt out of the Minnesota Control Share Acquisition Act
• Advised public company regarding securities and debt financing matters in its $500 million acquisition of strategic product line
• Counsel to provider of clinical trial patient recruitment services in its $87 million sale to private equity firm
• Securities counsel to public company in its $160 million acquisition of a marketing analytics solutions provider
• Counsel to public company in its credit agreement amendments, forbearances and waivers, resulting public disclosure, and securities reporting for $110 million take-out financing
• Counsel to wind farm in its $2.75 million South Dakota-registered offering

April is also a member of the firm's Diversity Council.

Publications

"Top 10 Things You Need to Know about Rule 506 Amendments," Securities Law360 – Expert Analysis, July 19, 2013

"Private Capital Formation," Chapter 8, Minnesota Business Law Deskbook: Corporations and LLCs, January 1, 2010 (updated in 2012, 2013, and 2014)

Speaking Engagements

Panelist, "Qualified Opportunity Zones," Ballard Spahr webinar, Philadelphia, May 22, 2019

"Decisions in Distress: How Directors and Officers of Minnesota and Delaware Corporations Can Navigate Their Duties in Challenging Times," 6th Annual Association of Corporate Counsel Minnesota In-House Counsel Conference, June, 2017

"Whistle While You Work: Whistleblower Protections under SOX and the Dodd-Frank Act," Lindquist & Vennum Seminar, June, 2015

"Securities Law Update," Business Law Institute, May, 2015

"Private Capital Formation," Business Law Series: Corporations & LLCs Deskbook, February, 2015

"Understanding the Power of the Crowd," Business Law Institute, May, 2014

"Capital Raising Update – JOBS Act, Crowdfunding and More," Business Law Institute, May, 2014

"Essentials of Securities Law for Closely Held Businesses," Business Law Institute, October, 2013

"Capital Raising Under the JOBS Act: One Year Later," 27th Annual Minnesota Venture & Finance Conference, October, 2013

Middle Market Mergers & Acquisitions, October, 2013

Webcasts

"Eliminating the Prohibition on General Solicitation and General Advertising in Exempt Offerings," Sioux Falls, South Dakota, September 2013

Co-chair, moderator/panelist, "Comments on Comments: Review of SEC Comment Letters," RR Donnelley SEC Hot Topics Institute, May 2013

"Securities Law and Business Act Update," Business Law Institute, May, 2013

"How the Federal JOBS Act Affects Closely Held Businesses," Minnesota Closely Held Business Conference, January, 2013

"Due Diligence: A Must for Financing & More," The Collaborative Innovation Series, January, 2012

"Current Issues for the Corporate Secretary," Minnesota Chapter of the Association of Corporate Counsel, November, 2010

"Private Capital Formation," Minnesota Business Law Deskbook Seminar, July, 2010

Co-chair, moderator/panelist, "Proxy Disclosure and Governance Update," Bowne SEC Accounting, Compliance & Legal Issues Update, May, 2010

"Preparing for Your 2010 Annual Meeting of Shareholders," Association of Corporate Counsel, January, 2010

"Review of Private Placement Principles in Capital Raising and M&A," Lindquist & Vennum Business Law Webinar Series, January, 2010

"The N&B (Nuts and Bolts) of M&A," Lindquist & Vennum Business Law Webinar Series, January, 2010

Professional Activities

Pro Bono Mediator, Conciliation Court Appeals to Hennepin County District Court

Adjunct Professor, William Mitchell College of Law (now Mitchell Hamline School of Law), Writing & Representation: Advice and Persuasion, 2005-2010

William Mitchell College of Law (now Mitchell Hamline School of Law) (J.D. 1999, magna cum laude)

University of Minnesota (B.A. 1996, summa cum laude)

Minnesota