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.

Areas of Focus

Services

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.

Credentials

Education

  • University of Chicago Law School (J.D., cum laude)
    • Order of the Coif
  • Princeton University (B.A.)
    • Woodrow Wilson Scholar

Admissions

Bar Admissions

  • Minnesota

Recognitions

  • Selected among The Best Lawyers in America©, 2016-2025
  • Minnesota Monthly, "Minnesota's Top Lawyers," 2024
  • Chambers USA: America's Leading Lawyers for Business, Corporate and Mergers & Acquisitions, 2005-2023
  • Thomson Reuters, "Minnesota Super Lawyers®," 2006-2024
  • BTI Client Service All-Star, 2014. Nominated by corporate counsel. One of only 26 M&A attorneys nationwide selected for the award.

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

Professional Activities

  • Association for Corporate Growth Minnesota
  • American Bar Association
  • Minnesota State Bar Association
  • Hennepin County Bar Association