John Brower
John Brower is a business lawyer who concentrates his practice on mergers and acquisitions in the middle market. John also advises and counsels closely held businesses and their owners.
Focuses of John's M&A practice include:
- Counseling and representing sellers of closely held businesses, often in sales to PE firms
- Representation of executives and management teams whose company is being acquired, including employment agreements and terms of equity grants and rollovers
- Purchases and sales of franchisors, including franchisors of hotels, restaurants, fast food, travel services and retail
- Buying and selling manufacturers and service businesses
- Purchases and sales of ESOPs
- Representation of strategic acquirors and PE platform companies in ongoing acquisition programs
John speaks and writes frequently about mergers and acquisitions.
Representative Experience
- Represented Northcott Hospitality in the sale of the AmericInn hotel franchise system and 10 hotels to Wyndham International for $170 million.
- Represented the owners of Trystar, Inc., a significant manufacturer of electrical cables and temporary electrical power distribution products, to Goldner Hawn, a Minneapolis-based PE firmy. The transaction included a significant equity rollover by the sellers
- Represented Border States Electric, a 100% ESOP company, in a major transaction, its acquisition of Kriz-Davis Co., also a 100% ESOP company.
- Represented the CEO of a company being acquired by a Colorado-based PE firm. Negotiated employment terms, terms of equity rollover and terms of equity incentives
- Represented the senior management team of Smarte Carte International in connection with the $350 million acquisition of Smarte Carte by 3i Group, a London-based private equity group.
- Represented a large private equity controlled company in a series of add-on acquisitions. Over 25 acquisitions over the course of four years.
Events
Presentations
- Speaker, Drafting and Negotiating a Purchase Agreement, Minnesota CLE Purchase and Sale of Businesses, March 2019
- Speaker, Drafting and Negotiating a Purchase Agreement for a Small Business, Minnesota CLE Purchase and Sale of Small-Businesses, February 2018
- Co-presenter, Hot Issues and Trends in M&A, Minnesota CLE 2017 Business Law Institute
- Moderator, Panel Discussion on The Learners Edge Acquisition, Association for Corporate Growth MN Presents: Private Equity 2017, April 2017
- Speaker, Current Trends in M&A Transactions, Minnesota CLE Hot Topics and Trends in Mergers and Acquisitions, February 2017
- Co-presenter, Negotiating Risk Allocation in M&A: Representations, Indemnities, Caps, Baskets and More, National Business Institute National Teleconference, April 2016
- Speaker, Current Trends in M&A Transactions, Minnesota CLE Hot Topics and Trends in Mergers and Acquisitions, February 2016
- Speaker, Buyer’s Protection and Seller’s Exposure, Minnesota CLE Purchase and Sale of a Business, February 2015
- Speaker, Structuring and Documenting the Acquisition, Minnesota CLE Closely Held Business Conference, October 2014
- Speaker, Early Stages of the Acquisition Documents and Strategies, Minnesota CLE Closely Held Business Conference, October 2013
- Moderator, Evaluating Opportunities and Risks in Franchising and Purchasing Franchisors, Minnesota Chapter of the Association for Corporate Growth,
January 2013 - Speaker, Buyer’s Protection and Seller’s Exposure: Representations and Warranties, Disclosure and Indemnification, Minnesota CLE 2013 Closely Held Business Conference
- Course Chair and Organizer, Mergers & Acquisitions Run Down—How the Deal Gets Done, Minnesota CLE Seminar; Speaker, Buyer’s Protection and Seller’s Exposure: Representations and Warranties, Disclosure and Indemnification, September 2012
- Course Chair and Organizer, Advanced M&A for the Middle Market, Minnesota CLE 2011 Seminar; Speaker, Protecting the Seller in an Acquisition; Moderator, The M&A Market: What We Can Expect in 2011 and Beyond, 2011
- Speaker, Surviving our Spotty Recovery: How you can be Proactive on the “Wild Ride” Ahead, Business Law Institute, May 2010
- Speaker, Working Capital Adjustments and Other Money Points in M&A Transactions, Minnesota CLE 2010 Annual Business Law Institute, 2010
- Speaker, The Purchase and Sale of a Business–Asset Transaction, Minnesota State Bar Association January, 2010
- Speaker, Structuring the Acquisition, Minnesota CLE Seminar, 2010
- Co-presenter, Acquisitions of Distressed Companies outside Chapter 11, Business Law Institute, May 2009
- Course Chair and Organizer, Advanced Mergers and Acquisitions for the Middle Market, Minnesota CLE Seminar; Speaker, Getting the Money Points Right; Moderator, State of the M&A Market, January 2009
- Speaker, Acquisitions of Distressed Companies Outside of Chapter 11, Minnesota CLE Annual Business Law Institute, 2009
- Speaker, The Trials & Tribulations of Selling/Terminating an ESOP, The NCEO/Beyster Institute 2009 Employee Ownership Conference, Portland, Oregon 2009
- Speaker, The Purchase and Sale of a Business – Stock Transaction, Minnesota State Bar Association, January 2008
- Speaker, Purchase and Sale of a Business–Asset Transactions, Minnesota State Bar Association, January 2007
- Speaker, On Being an M&A Practitioner Today, Minnesota CLE Business Law Institute, May 2006
- Speaker, Purchase and Sale of a Business–The Basics, Minnesota State Bar Association, January 2006
- Speaker, Seller’s Preparation for Sale, J. Brower, Minnesota CLE Annual Business Law Institute, 2006
- Speaker, Structuring the Acquisition, Minnesota CLE seminar: The Purchase and Sale of a Business; Panelist, Potential Liability Hot Spots, 2006-2008
- Speaker, Mergers and Acquisitions, Minnesota State Bar Association, October 2005
- Speaker, Purchase and Sale of a Business–The Basics, Minnesota State Bar Association January 2005
- Course Chair and Organizer, Mergers & Acquisitions, Minnesota CLE 2005 Seminar; Speaker, Seller’s Preparation for Sale and The M&A Practitioner Today; Moderator, General Counsel’s Panel Discussion on Acquisitions, 2005
- Speaker, Structuring the Acquisition, Minnesota CLE 2004-2005 seminar on the Purchase and Sale of a Business
- Course Chair and Organizer, Mergers & Acquisitions—They’re Back!, Minnesota CLE Seminar; Speaker, Seller’s Preparation for a Sale and The M&A Practitioner Today, Moderator, General Counsel’s Panel Discussion on Acquisitions, 2004
- Numerous prior presentations on mergers and acquisitions
Client Alerts and Blog Posts
In the News
News Releases
Professional Affiliations
- Association for Corporate Growth Minnesota
- American Bar Association
- Minnesota State Bar Association
- Hennepin County Bar Association
Honors
- Selected among The Best Lawyers in America©, 2016-2024
- Chambers USA: America's Leading Lawyers for Business, Corporate and Mergers & Acquisitions, 2005-2023
- Thomson Reuters, "Minnesota Super Lawyer®," 2006-2023
- BTI Client Service All-Star, 2014. Nominated by corporate counsel. One of only 26 M&A attorneys nationwide selected for the award.

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Minneapolis
80 South Eighth Street3100 IDS CenterMinneapolis, MN 55402
T: 612.632.3377
F: 612.632.4377
Assistant
Practices
Court Memberships
- Minnesota
Education
University of Chicago Law School, J.D., cum laude
- Order of the Coif
Princeton University, B.A.
- Woodrow Wilson Scholar