Robert Rosenbaum, Dorsey & Whitney LLP

Partner, Dorsey & Whitney LLP

What are the biggest challenges you currently see in the M&A world?

While expectations for a positive M&A environment in 2025 abound, until we hear how the new administration will approach regulating M&A — both at the FTC, DOJ and SEC — there is uncertainty in planning going forward. Similarly, the effects of potential tariffs and counter-tariffs on inbound and outbound cross-border M&A are unknown and could be significant.

Inflation uncertainty and the effect on interest rates and related borrowing costs is also something worth watching in 2025. The expansion of the use of earn-outs — beyond traditional med-tech — extends the negotiation period for deals, which makes them more challenging and creates more avenues for post-closing disputes

Without revealing the names of a client, what is the most interesting transaction you’ve worked on lately?

An acquisition by a PE firm, of a privately held business that had non-wholly owned subsidiaries and phantom stockholders, which greatly complicated the valuation exercise and the traditional rollover of equity of sellers required by the PE firm.

Negotiations were quite extended and involved numerous transaction documents and multilevel negotiations with several different parties. We closed the deal in 2024 and have been doing follow-on work ever since.

How do you manage work/life balance?

By having great colleagues and communicating clearly and often with clients about their expectations and needs. I am very lucky to work in an environment where bright, knowledgeable colleagues are eager to assist on transactions. It is also critical, in my experience, to have a clear understanding with clients at the outset, and constant communication throughout a transaction, of their goals and what is reasonable to achieve, as the inevitable twists and turns in a deal arise.

What is one thing you would change about Minnesota if you could?

I would like to see downtown Minneapolis revitalized, with no empty storefronts and a bustling and exciting outdoor and skyway environment.

What’s something most people don’t know about you?

I enjoy reading mysteries and spy thrillers and works of historical narratives — such as works by Erik Larson and David Grann — in my free time. I also enjoy reading physical copies of newspapers.