Advising Minnesota Corporations and Other Business Organizations - Second Edition

Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. Mr. Magnuson received his Bachelor of Arts from Stanford University. He then attended and graduated from Harvard Law where he was an editor of the Harvard Law Review. He turned down a Supreme Court clerkship in order to receive his second law degree from Oxford University.

Mr. Magnuson has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."

Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.

Richard A. Saliterman is a Principal in Saliterman & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman received his B.A. from University of Minnesota, summa cum laude and Phi Beta Kappa. He then went on to obtain his J.D. from Columbia Law School where he was a teaching fellow in antitrust under Professor Harlan Morris Blake, one of the early editors of the Human Rights Law Review. Shortly after receiving his J.D., Mr. Saliterman obtained his L.L.M. from New York University Law School.

Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, antitrust and real estate law. His publications also include various articles, university-level law reviews and several non-university associated law reviews. Mr. Saliterman has extensive experience with corporate business matters and has spent several years as a business law litigator as well as general counsel for many small and medium capitalized businesses and their owners. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.

Contributing Editor:

Amanda Chang

Contributing Authors:

Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis

"The first edition of Advising Minnesota Corporations was published in 1994 and quickly became a leading reference work for anyone interested in corporate law practice in Minnesota. The second edition retains the useful organizational structure and pragmatic approach of the first edition. This three-volume work, divided into five parts, follows the "life cycle" of many corporations, from initial organization and documentation, through the challenges of an ongoing enterprise and periods of acute stress, all the way to dissolution. Each part offers a wealth of information designed to assist not only practitioners but also scholars and policy makers interested in understanding the relevant law. Like its predecessor, the second edition takes a functionalist approach. Instead of focusing only on the internalities of corporate practice, or tracking the sections of a particular statute or statutes, each chapter analyzes a range of materials useful to understanding a particular issue. As a result, this treatise includes discussion not only of corporate law and governance but also of related bodies of law, including employment, intellectual property, environmental law, labor law, tax, estate planning, and more. The result is a singularly useful work from its two principal authors, much built from the combined effort of a large and distinguished group of Contributing Authors.
The publication of the second edition of Advising Minnesota Corporations is greatly to be welcomed. It will serve admirably its purpose of assisting anyone interested in advising Minnesota corporations."

-David Wippman, Dean, University of Minnesota School of Law

"The authors use an approach rooted in legal realism to help guide lawyers, rule-makers, scholars, and judges in navigating the rapidly changing waters of business and corporation law. They address several critical trends, including the impact of budget deficits on the ability of the judiciary to formulate law and resolve disputes; the decline of small businesses as the backbone of American capitalism; diminished property rights and protections for creditors; and the threat posed by increased reliance on foreign capitalism. The authors emphasize that the explosion of electronic access to information does not equate to enhanced knowledge or informed decision-making. This chapter's provocative overview is accompanied by an array of solutions for--or perhaps challenges to--business law policy makers.
Given the continued upheaval and uncertainty in our financial and consumer marketplaces, this updated treatise could not be more timely. It offers a wealth of research as well as masterful analysis from authors who actively practice in the world of business transactions and disputes. It remains a valuable resource."

-Donald M. Lewis, Dean and Professor of Law, Hamline University School of Law

"As lawyers and legal educators, we all ought to welcome the second edition of Advising Minnesota Corporations. We as scholars, jurists, practitioners, business decision makers, and those who have to work in corporation public policy making need guidance and wisdom perhaps more than ever before. That guidance is provided by the Authors of this treatise, informed not only by their academic erudition, but by their practice experience, both deep and broad; as well as by the wonderful collection of highly accomplished persons who have assisted as Contributing Authors and advisors."

-Eric S. Janus, Dean, William Mitchell College of Law