Minnesota Lawyer//January 25, 2024//
Ballard Spahr LLP
Barbara Lano Rummel has been practicing mergers and acquisitions and financing law for more than 32 years, particularly but not exclusively in Minnesota’s important life science industry including medical device, pharmaceutical and biotechnology companies.
She is the co-leader of Ballard Spahr’s national Mergers and Acquisitions practice group and serves on the firm’s Senior Leadership and Elected Board.
Her practice leans heavily toward the middle market, which is defined as companies having annual revenues between $10 million and $1 billion, Rummell said.
She is proud of Ballard’s results in 2023. Deals were down nationally by 30 to 40%, “but [we] were able to stay strong because of our focus on middle market or lower. Larger deals were more impacted by interest rate uncertainty and high rates,” she said.
Rummel also worked on alternative structures, joint ventures, licensing, supply arrangements — all examples of a creative approach to business challenges. Sometimes a full M&A is not the right move, but licensing of technology or another solution will work. “Start-ups find that attractive,” Rummel said.
While the market is uncertain, there should be optimism along with growing expectations about a soft landing, she said. Buyers may have to accept interest rates, which are certainly going down, she said. Private equity and financial buyers still have a lot of cash, and that ought to drive 2024, she said.
Ballard clients are also confronted with an increased burden, Rummell noted, with private equity a regulatory target. The other regulatory piece is antitrust law under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, she said. HSR rules may change but generally now apply to transactions over $111 million.
Rummell said that the firm is also preparing for the Corporate Transparency Act. The law, passed in 2021, became effective on January 1, 2024. According to the U.S. Treasury Department, the purpose of the law is to prevent money laundering through anonymous companies in the United States. Rummell looked at the bright side of the reporting requirement. “It’s a good opportunity to reach out to all our clients.” In a tough regulatory climate, the attorney-client relationship is very important, she said.