Minnesota Corporate, Business & Government Contracts

Morrison Sund PLLC provides a wide range of sophisticated business and commercial law services to its local, national and foreign business clients.

Services specific to local and national business and commercial clients, include the following areas:

• Guidance in the structure and formation of business entities including corporations, limited liability companies, partnerships, etc.
• Advice and documentation in relation to equity financing programs using angel investors, private placements, or venture capital.
• Advice and documentation in connection with debt financing programs using banks, bridge lenders, or government programs.
• Counsel and support on employment matters ranging from policies and procedures, manuals, restrictive covenants and hiring/firing decisions.
• Assistance with real estate matters including purchase and sale agreements, lease agreements, real estate development, financing and property disputes.
• Assistance with debtor/creditor matters involving security issues, mechanics liens, collections and foreclosures.

Morrison Sund PLLC also offers a full range of business and commercial law services to both its domestic and foreign business clients including services in the following, often interrelated areas:

• Advice and documentation for distribution and marketing arrangements, both domestic and foreign; involving agents, distributors, franchisees, and direct sales reps.
• Counsel and support in connection with mergers, acquisitions and joint ventures.
• Commercial litigation and dispute resolution support, including complex multi-district litigation, in both state and federal courts as well as before administrative panels.
• Advise on, review and prepare contract documents, as well as General Terms and Conditions, term sheets, letters of intent, etc.
• Assistance with intellectual property protection programs including internal policies and procedures, restrictive covenant documentation, and trademark registration.
• Counsel and support with public procurement and contracting at the federal, state and local level.
• Assist with regulatory matters including import/export laws.

The success of Morrison Sund PLLC builds upon the experience and professionalism of the many talented attorneys we employ. The attorney to contact for assistance with your business and commercial law questions is:

Michael J. Murphy
Phone: (952) 277-0123
Email: mmurphy@morrisonsund.com

Mike has nearly thirty years of experience in the practice of business and commercial law, both in the United States and overseas. In addition to a thorough knowledge of business and commercial law, he recognizes and understands the practical business aspects of organizing and operating a business in a very competitive environment. Mike practices with an affirmative, “hands-on” approach to achieve swift, cost effective, and satisfactory results for his business and commercial clients.

Morrison Sund PLLC provides experienced and responsive international business law support to both its domestic and foreign business clients in the following areas:

• Negotiating and documenting international mergers, acquisitions and joint ventures
• Advising on the legal considerations of direct investment including tax, employment and corporate issues
• Negotiating and documenting international distribution, sales representative, franchise and licensing agreements
• Engaging in and managing international commercial arbitration and litigation
• Advising on regulatory matters including customs compliance and litigation, and export control compliance
• Preparing and reviewing trade finance documentation including letters of credit, and guarantees
• Advising on intellectual property protection matters including technology licensing, trademarks and copyrights

German Practice Group

An important part of Morrison Sund PLLC’s international business law practice is its German Practice Group. The German Practice Group at Morrison Sund PLLC is made up of experienced attorneys specialized in servicing the particular needs of clients trading and investing in Germany, Austria and Switzerland. The group also represents enterprises from those countries requiring assistance with U.S. investments, U.S. related legal matters, and international commercial matters.

To complement their expert legal skills and experience, attorneys in the German Practice Group have years of experience working with businesses and professional affiliates throughout German-speaking Europe.

Für Unsere Deutsch-sprachige Freunde

Deutsche Praxis

Ein wesentlicher Bestandteil von Morrison Sund PLLC’s Internationaler Rechtsberatung ist die Abteilung Deutsch-sprachige Länder.  Diese Abteilung besteht aus Anwälten spezialisiert in Handels- und Gesellschaftssachen für Deutschland, Österreich und die Schweiz. Reziproke Beratung von Interessenten dieser Länder für die USA ist ebenfalls gewährt.

Die Anwälte der Abteilung Deutsch-sprachige Länder verfügen über langjährige erfolgreiche Erfahrung im Umgang mit Geschäftspartnern in Europa und USA.

Morrison Sund PLLC

Morrison Sund PLLC wurde zu dem Zweck gegründet, fachlicher Ratgeber im Handels- und Gesellschaftsrecht für Jungunternehmer und bereits bestehende Gesellschaften.- gleich welcher Größe – zu sein. Morrison Sund PLLC informiert und unterstürtzt ihre in- und ausländischen Klienten zeitgerecht, fachgerecht und kostenbewußt.

The success of our firm has been built on the experience and professionalism of its attorneys. By working closely together, our attorneys provide clients with the combined skill, talent and experience of each in a wide range of practice areas.

The attorney to contact to discuss your international law questions is:

Michael J. Murphy
Phone: (952) 277-0123
Email: mmurphy@morrisonsund.com

For twelve years, Mike practiced in Germany working first as an officer and counsel in the Frankfurt branch of a large New York bank, and then in private practice with an American law firm.  Mike also speaks, reads and writes German fluently, and has been lead counsel in numerous multi-lingual, international litigation matters requiring command of the German language. Just as important, Mike is familiar with German and European business practices and cultural differences.

Morrison Sund PLLC also enjoys a special relationship with the respected German law firm of Senft & Collegen in Munich. Like Morrison Sund PLLC, Senft & Collegen is a business law firm providing expert counsel on German business and tax questions. The firms regularly consult with each other on issues affecting their respective clients.

Morrison Sund PLLC provides business and legal guidance to its domestic and international clients of all sizes, in all types of M&A transactions, including asset and stock sales, mergers, reorganizations, joint ventures, divestitures and succession plans.

We represent sellers, buyers, privately owned entities, family owned entities, business owners, lenders and investors. Our experience representing both sellers and buyers strengthens our ability to anticipate potential issues and create optimal solutions for our clients. Our Mergers and Acquisitions team guides clients through all phases of the transaction, starting with evaluating potential transactions and continuing through closing of the transaction. We carefully analyze and develop the most advantageous tax and business structure, conduct due diligence, negotiate and prepare acquisition documents, identify and negotiate financing, facilitate the transaction closing and handle post-closing matters.

Our Mergers and Acquisitions team utilizes their expertise in the following areas to provide comprehensive representation: business, banking, tax, employee benefits, employment, intellectual property, real estate, bankruptcy, estate planning and litigation. We work closely with a trusted team of bankers, accountants, brokers and financial advisors to efficiently serve all our clients’ needs. For instance, most transactions must address confidentiality, noncompetition, employee non-solicitation and employee retention matters. We work with our employment attorneys to prepare provisions and ancillary agreements to protect our clients’ rights. In representing a purchaser, we develop arrangements to retain key executives and employees; this includes an array of employment agreements, incentive plans, consulting agreements, stock options, compensation plans and more. Transactions have the ability to affect intellectual property rights. Our intellectual property attorneys review and identify intellectual property assets, and draft the appropriate transfer or license document.

Throughout any transaction, large or small, our goal is to provide superior representation and service in the most efficient and cost effective manner. We intend to develop a long term relationship with you, beginning with this transaction.

The success of Morrison Sund PLLC builds upon the experience and professionalism of the many talented attorneys we employ. The attorney to contact for assistance with your M&A questions is:

Michael J. Murphy
Phone: (952) 277-0123
Email: mmurphy@morrisonsund.com

Mike has nearly thirty years of experience in the practice of business and commercial law, both in the United States and overseas. In addition to a thorough knowledge of business and commercial law, he recognizes and understands the practical business aspects of organizing and operating a business in a very competitive environment. Mike practices with an affirmative, “hands-on” approach to achieve swift, cost effective, and satisfactory results for his business and commercial clients.

Morrison Sund PLLC provides professional and responsive representation to its local, national and foreign business clients in all aspects of government contracting and procurement, whether at the Federal level under the Federal Acquisition Regulations, or at the state and local levels under their respective regulations. Our Government Contracts practice encompasses all industries and contract types including  supply, service, and construction contracts and subcontracts.  The practice covers the following, often interrelated areas:

Contract Counseling:

• Guidance in Preparing and Negotiating Responsive Bids, Offers and Proposals.
• Advice on Contract Administration and Performance Issues.
• Help with the Requirements of Socioeconomic and Labor Programs.
• Answers to Questions Concerning Cost Accounting Standards, Cost and Pricing Data and Defective Pricing.
• Advice on Intellectual Property and Rights-in-Technical-Data Issues including under SBIR.
• Counsel on Ethical Concerns and Conflicts of Interest Matters.
• Guidance to Subcontractors in Understanding their Rights and Obligations Under Contracts with Prime Contractors.

Equitable Adjustments and Claims:

Assistance with the preparation and presentation of effective equitable adjustment requests or claims arising from or relating to:

• Formal Contract Changes.
• Constructive Contract Changes.
• Defects and Errors in Contract Specifications and Plans.
• Delays and Disruptions to, or Accelerations of, Contract Schedules.
• The Breach of Government Implied Warranties.
• Improper Exercise, or Failure to Exercise, Contract Options.
• Differing Site Conditions.
• Improper Default Terminations.
• Terminations for Convenience.
• Other Government Action or Inaction Entitling a Contractor to Additional Compensation and/or Time.

This area of practice also includes assistance with a contractor’s request for Extraordinary Contractual Relief under Public Law 85-804.

Claim and Dispute Resolution:

Knowledgeable and cost effective assistance with the resolution of contract claims and other disputes involving:

• Requests for Equitable Adjustments.
• Appeals of Improper Terminations for Default.
• Defenses Against Government Claims.
• Protests Against Improper or Illegal Agency Conduct in Connection with Contract Solicitations or Awards.
• Opposition to Adverse Agency Actions Resulting in Suspension or Debarment from Contracting.
• Recovery of Costs Related to Terminations for Convenience.
• Collection of Unpaid Invoices and Other Debts from the Government.
• Defenses Against Charges of Civil Fraud, False Claims or Gratuities.

This work includes representing clients in negotiations, arbitration/mediation and litigation before state and federal courts, boards of contract appeals, administrative authorities, and the General Accountability Office (GAO).

The success of our firm builds upon the experience and professionalism of its many talented attorneys. For assistance with your Government Contracts matters, the attorney to contact is:

Michael J. Murphy
Phone: (952) 277-0123
Email: mmurphy@morrisonsund.com

Mike has over twenty years of experience in the practice of Government Contracts law, both in the United States and overseas. Mike is a longtime member and former director of the local chapter of the National Contract Management Association. He regularly speaks at Government Contracting seminars and workshops. Mike is also a seasoned Government Contracts litigator, and several of his Government Contracts cases have been reported and discussed in industry journals.  In addition to a thorough knowledge of Government Contracts law, he recognizes and understands the practical business aspects of contracting and working with public agencies in a competitive environment. Mike practices with an affirmative “hands-on” approach to achieve swift, cost effective and satisfactory results for his contractor clients.

Morrison Sund PLLC will provide you with the legal advice necessary to properly and effectively protect your goods and/or services.

The Audit:

Many business owners do not fully appreciate the real value of their intellectual property portfolio, or the expansive nature of intellectual property within every area of their business. Morrison Sund PLLC helps uncover and strengthen intellectual property portfolios through detailed intellectual property audits.

– The Summary Audit:

Due to the unpredictable potential of your intellectual property portfolio, a summary audit must be the first step in the process of understanding its true value. The objective of a summary audit is to complete a thorough review of the forms of patent, trademark and/or copyright encompassed in your business.

Morrison Sund PLLC then creates a proposed synopsis of your intellectual property. This includes an overview of various necessities in protecting and building your intellectual property portfolio.

It is important to understand the strength of your patent, trademark and/or copyright rights for the following reasons:

• To establish whether your intellectual property assets sufficiently protect your current and future business operations.
• To make sure that any listed trademarks, copyrights and/or patents actually belong to you.
• To identify any intellectual property rights held by others that may constrain the present or future operation of your business.

– The Comprehensive Audit:

The Comprehensive Audit utilizes the summary audit of your intellectual property and builds the value of your portfolio. The basic elements of an intellectual property audit include many components:

• An analysis of each form of intellectual property in order to ascertain your ability to exclude competition based on your intellectual property claims.
• A review of the status of all recorded rights in order to confirm that you have good title to your intellectual property assets and to confirm whether any of such assets are encumbered (i.e., pledges to third parties as security for a loan).
• A review of intellectual property held by other parties and utilized by you, so you can establish whether you have sufficiently protected yourself from liability and/or lawsuits involving the right to use another party’s property (i.e., software agreements and licensing agreements).
• A review of general third party contracts integrating limited patents, trademarks and/or copyrights in order to ascertain restrictions on your ability to use or assign such rights and other requirements (such as payment of license and fees and attainment of performance milestones) that must be fulfilled by your company in order to maintain access to these rights.

Trademarks:

Morrison Sund PLLC understands a trademark can be one of the most essential assets a business owns. A trademark or service mark is a word, phrase, symbol or design, or a combination of words, phrases, symbols or designs that identifies and distinguishes your company’s goods and/or services from those of others.

The importance of obtaining trademark and service mark protection is to care for and safeguard the time, energy and monetary investment your company has taken to develop your business and create brand recognition. Federal registration with the United States Patent and Trademark Office (“USPTO”) provides marketplace and competitive protection by preserving fair dealing, and allows a legal remedy for another’s misappropriation.

This recognition is a marketable asset for your company and the proper protection will ensure your efforts are not overtaken by a competitor who “rides the coattails” of your hard work.

Whether you are a new company, or a company with an established client base and fully developed brand recognition, we can protect your brand’s assets by obtaining a federal registration trademark.

Establishing a Trademark or Service Mark & Conducting a Search:

A trademark or service mark can take many different forms, so long as the mark is distinctive and functions to distinguish the source of your goods and services. A mark may take substantially any form, so be creative and consider the variables used for determining the registrability of a mark. The strength of a mark determines, to some degree, the breadth of protection given to the mark. “Strong” marks are given broad protection. A relatively narrow range of protection is given to “weak” marks as to both format variations and variety of products and services. The USPTO evaluates each proposed mark on a continuum, and categorizes a mark from strongest to weakest, including “fanciful,” “arbitrary,” “suggestive” or “descriptive.” It is imperative to establish a trademark or service mark that will identify who you are and distinguish you from the rest.

Once you have established a trademark or service mark, we analyze whether it is available for you to use and is distinctive enough for protection. A comprehensive review is the only means of determining the complete availability of a desired trademark. We will conduct a comprehensive search of state, national, Internet and foreign trademarks and service marks prior to registration. This search is commenced by a separate entity and subsequently reviewed by us to determine whether a confusingly similar mark is already in use in commerce. A registration can be completed without a comprehensive review, but the result can lead to delays or rejections by the USPTO. Another user could also file a Notice of Opposition against you during the publication period for your trademark or service mark if they deem it obtrusive.

As you may know, marks can be federally registered if they are not confusingly similar to registered marks, or not descriptive of your goods or services. The question of similarity is, by nature, a subjective judgment upon which reasonable people can differ. Our comprehensive review compares the marks themselves, considers the respective channels of trade, the sophistication of your customers, the number of other similar marks in use and other relevant factors, in determining the registrability of your proposed trademark or service mark.

Filing Your Trademark or Service Mark:

The process of registering a trademark or service mark with the USPTO involves many steps including a review conducted by a trademark examiner, correspondence addressing the mark’s strength and basis for rejections, required response in defense of your mark’s registrability and a publication period where any party believing it will be damaged by the registration of your mark has the opportunity to oppose your registration. We will be responsible for any responses necessary during the application process and consult you on your preferred strategy for each step involved in the registration process.

There are many advantages to federal registration of your trademark or service mark including the following:

• Registration gives nationwide constructive notice to all others of your claim to the trademark.
• Registration creates nationwide constructive use upon filing. Your claim of ownership will be located in a search, thereby discouraging third-party use.
• Registration allows you to use the registration symbol (®) in conjunction with your trademark.
• A registered mark can be recorded with the Bureau of Customs to exclude importation of goods bearing marks that infringe your trademark.
• Registration is prima facie evidence of your exclusive right to use, the validity of your trademark and your ownership in the trademark.
• The ability for your trademark to become “incontestable” after five years of continuous use, and upon the filing of an affidavit.
• The statutory right to sue for trademark infringement in Federal Court, including the chance to recover profits usurped by an infringer, your damages and costs. Treble damages and attorney’s fees are also possible for willful infringement. Registration makes counterfeiting your trademark a criminal offense.
• Registration can be used as a basis for obtaining registration in foreign countries, along with a priority date for filing.

Morrison Sund PLLC appreciates the valuable commodity contained in your company’s image. We will help you to establish your federal rights in these assets, and discuss other considerations you and your company should be aware of.

The success of Morrison Sund PLLC builds upon the experience and professionalism of the many talented attorneys we employ. The attorney to contact for assistance with your business and commercial law questions is:

Michael J. Murphy
Phone: (952) 277-0123
Email: mmurphy@morrisonsund.com

Mike has nearly thirty years of experience in the practice of business and commercial law, both in the United States and overseas.  In addition to a thorough knowledge of business and commercial law, he recognizes and understands the practical business aspects of organizing and operating a business in a very competitive environment. Mike practices with an affirmative, “hands-on” approach to achieve swift, cost effective, and satisfactory results for his business and commercial clients.