A business client exploring a key acquisition recently introduced me at a meeting as his “long-time friend, business advisor and lawyer – in that order.” He said I knew his business as well as any member of his management team, and the M&A process far better; and if anyone could get the deal done, I could. He then informed the seller that I would be leading all discussions and negotiations. That’s how I want to be viewed and the role I want to play for all of my clients – a key member of the business and advisory team who also happens to be a capable and practical lawyer who understands the need to get the deal done.
Some lawyers like to overcomplicate things. I don’t. You don’t hire me and my team to provide complicated memos and analysis. We’re here to provide answers and creative solutions – so that you can stay focused on running and growing your business. Often, the simplest approach, or the path of least resistance/complexity is the best one. In a nutshell – “It doesn’t have to be so hard.” And even when it is hard – it’s our job to simplify and make it easier for our clients to succeed.
I’m (1) YOUR (2) business (3) attorney – serving 3 roles and in that specific order. That means I work with you and your company to achieve your business objectives. I list specialties below, but I truly strive to specialize in your company – because every company is different. I want to be your “General Counsel”. To do that effectively, I need to understand your business and industry, your culture and people, and your goals and challenges. Then, I need to tailor my team and legal approach to fit.
It’s all about your business, so I always try and remember one thing – the law is generally either a tool or a challenge in accomplishing your business objectives. It is never the objective itself.
More About Me
I’ve served on the BrownWinick Management Committee for 18 years, and as the firm’s Managing Partner for the last 12. I’m also on the Board of the Iowa Association of Business and Industry, the Workforce Board for the Greater Des Moines Partnership, the Greater Des Moines Partnership’s International Trade Council, the Community Advisory Board for Lincoln Savings Bank, and the Board of Managers of Iowa Corn Opportunities, LLC. I’ve served as an expert panelist for VentureNet Iowa, a strategic advisor to the Iowa Economic Development Authority on the structure and operation of angel investor tax credit programs, and was appointed to the Iowa Department of Revenue Innovation Fund Tax Credit Advisory Panel.
I’ve been recognized by Chambers USA® as a leading practitioner in Iowa in corporate/mergers and acquisitions, Best Lawyers® for business organizations, corporate law and mergers and acquisitions, and Super Lawyers® for business organization, corporate law and mergers and acquisitions.
I graduated magna cum laude from Central College in 1989, and with distinction from the University of Iowa Law School in 1993.
- Business/Transactional and Corporate
- Mergers & Acquisitions
- Venture Capital and Private Equity
- Corporate Finance and Securities
- Manufacturing and Supply Chain
- Real Estate and Real Estate Development
- Energy and Infrastructure
Igor, Inc. – Series B Offering:
Chris led BrownWinick in representing Igor in its Series B offering of Senior Convertible Preferred Stock. BrownWinick’s involvement included negotiation of offering terms with multiple lead investors, preparation of offering documents, amendments to Igor’s organizational documents, and preparation of employment and compensation agreements. This transaction was challenging because it involved negotiating terms with multiple lead investors, as well pre-existing investors from several prior rounds, each with unique interests and priorities.
Trillium Farm Holdings, LLC – Consolidation
Chris led BrownWinick in representing Trillium Farm Holdings, LLC (“Trillium”) in its consolidation with Centrum Valley Farms, LLP (“Centrum”), whereby Versova Holdings, LLC (“Versova”) was created as a holding company for Trillium and Centrum, together with a third newly created subsidiary, Versova Management Company, LLC. The consolidation was effected through the exchange by Trillium’s members and Centrum’s partners of their equity interests for membership units of Versova. BrownWinick’s representation included (a) preparation of securities disclosure documents and related unit exchange documentation, (b) structuring of securities matters relating to the exchange transaction, and (c) advising on the terms of Versova’s organizational/management, employment agreements, and other material agreements.
FunnelWise – Common Stock/Convertible Note Offering
Chris led BrownWinick in representing FunnelWise in its $7 million private placement offering of equity and convertible promissory notes. BrownWinick’s representation included preparation of a private placement memorandum and related subscription materials for the offering, counseling regarding securities matters, and negotiations with key investors.
C & L Companies and Affiliates – Stock and Asset Sale
Chris led BrownWinick in representing C&L and its shareholders in selling substantially all of C&L’s business assets and all of the outstanding stock and membership interests in eight subsidiaries and three affiliate companies to C&E Holding Company, a subsidiary of AEP Holdings, Inc. C&L’s affiliate, Parkside International, LLC (“Parkside”), and four individual quotaholders sold all of the outstanding quotas in VP Italy, S.r.l to VP Italy Holdings, S.r.l, a subsidiary of Arrowhead Electrical Products (UK) Limited.
Lease Dynamics, LLC – Organization
Chris led BrownWinick in representing Lease Dynamics, LLC in developing and leasing a chicken hatchery. This included the negotiation and preparation of a leasing arrangement and reviewing and documents related to a $7,500,000 debt financing arrangement. In addition, we assisted in organizing the business entity and provided general corporate advice.
Next Level Ventures – Investment in Vida Diagnostics, Inc.
BrownWinick attorneys, Chris Sackett and John Hunter, served as lead counsel to Next Level Ventures Fund I, LLLP in connection with its $2.0 million Convertible Promissory Note investment in Vida Diagnostics, Inc.
BrownWinick attorneys, Chris Sackett and Cynthia Boyle, served as lead counsel for a $2.5 million Series A Preferred Stock Offering for Igor, Inc.
Submittal Exchange LLC – Stock Sale
BrownWinick represented Submittal Exchange LLC, a Waukee-based provider of construction project management software, in its Sale to Textura Corp., a Deerfield, Illinois-based software company. Financial and other terms of the deal are confidential. BrownWinick continues to represent the former principals of Submittal Exchange.
IPG – Industry People Group, Incorporated, d/b/a BirdDog – Series A Financing
BrownWinick represented BirdDog in an approximately $4 million Series A Preferred Stock Offering and sale to Next Level Ventures Fund I, LLLP and certain co-investors, which closed in June of 2014. Other terms of this transaction are confidential. BrownWinick continues to represent BirdDog.
BettrLife Corporation – Multiple Financing Rounds
BrownWinick represented BettrLife in Series A and Series A-1 Convertible Preferred Stock Offerings from 2012 through 2014. Terms of these transactions are confidential. BrownWinick continues to represent BettrLife.
Igor, Inc. – Multiple Financing Rounds
BrownWinick represented Igor, Inc. in a $500,000 Convertible Preferred Stock Offering (seed round) in 2013, and a combined $1.5 million Series A-1 and A-2 Convertible Preferred Stock Offering in 2014. Other terms of this transaction are confidential. BrownWinick continues to represent Igor.
NestMint – Organization and Compliance
NestMint was formed in 2014 to provide seed capital investment dollars to fledgling businesses -those that have an idea but have traditionally been too early-stage to attract investment dollars, except from friends and family. BrownWinick is a co-sponsor of NestMint and serves as its legal counsel.
Plains Angels – Organization and Compliance
Plains Angels was formed in 2012 as an investor forum made up of Iowa based angel investors. Its mission is to provide high return investment opportunities to its angel investor members and provide growth funding to early stage companies. BrownWinick is the lead sponsor and legal counsel to Plains Angels.
Next Level Ventures – Organization, Compliance and Transactions.
Next Level Ventures was formed in 2013 and is an approximately $20 million venture capital fund that invests in innovative Iowa-based companies with significant growth potential. It is the first certified innovation fund in the state of Iowa, meaning its investors are eligible for Iowa tax credits. BrownWinick has served as legal counsel to Next Level Ventures since its formation.
Midwest Growth Partners – Organization, Compliance and Transactions
Midwest Growth Partners was formed in 2012 and is an approximately $33 million private equity fund that acquires and invests in established growth-oriented companies in Iowa and the upper Midwest. Unlike many other funds that avoid investing in rural companies, Midwest Growth Partners embraces these opportunities. BrownWinick has served as legal counsel to Midwest Growth Partners since its formation.
*Past results are reported to provide the reader with an indication of the type of litigation in which we practice and do not and should not be construed to create an expectation of results in any other case as all cases are dependent upon their own unique fact situation and applicable law.