Zachary J. Crain

Special Counsel

With a background in business, Zach understands the roles of the clients he serves. Add in his active and extensive community involvement—allowing him access to leaders inside and outside the legal community—and he’s got the tools to drive success and move business forward for his clients.

Zach excels at translating complex themes for his clients while positioning them to be successful. He works collaboratively with clients and colleagues, as he focuses on building strong and lasting relationships.

Outside of work, you can find Zach helping out his community, raising his children, and socializing with family and friends.

  • Key Practice and Industry Experience
  • Representative Matters
  • Recognitions and Honors
  • Publications and Presentations
  • Community Involvement

Key Practice Experience

Key Industry Experience

  • Real Estate
  • Technology
  • Manufacturing
  • Nonprofits
  • Health Care
  • Private and Corporate Foundations
  • Construction
  • Insurance

Representative Matters

  • Serves as outside general counsel for tech, real estate, health care, nonprofit, construction and retail companies
  • Representation of companies and nonprofits in significant transactions, such as:
    • Representation of buyers in acquisitions in retail, publishing, service, and health care industries
    • Representation of nonprofit organizations in spin-offs, mergers, and dissolutions
    • Representation of emerging companies in raising capital
    • Assisting in the sale, purchase, and leasing of commercial real estate
    • Negotiation of complex commercial transactions
  • Responding to investigations by state agencies and licensing boards
  • Internal investigations of complaints against employees and volunteers in nonprofit organizations
  • Representation of nonprofit organizations in significant litigation matters, such as:
    • State of Minnesota v. Eden Prairie – A Brighter Day Foundation, trial defense of nonprofit corporation in case involving allegations of breach of fiduciary duties by the nonprofit’s executive director and claims by the executive director for unpaid compensation
    • Neely v. Minnesota Fringe Festival, defense of a claim for consumer fraud
    • Boggs v. The Salvation Army, defense of social services nonprofit against personal injury lawsuit
    • Resolution of investigations by the Office of the Minnesota Attorney General
    • Representation of local church in obtaining separation from its national denomination
    • Resolution of dispute involving board members, contractors, and volunteers

Recognitions and Honors

  • 2010 Emerging Volunteer of the Year (Saint Paul Area Chamber of Commerce)
  • Editor, Minnesota Law Review, University of Minnesota Law School

Publications and Presentations

  • “Earnouts in M&E Transactions,” National Business Institute, July 11, 2017
  • “New and Creative Approaches to Purchase Price Adjustments and Earn-Out Clauses,” 2017 Minnesota Business Law Institute, Minnesota CLE, May 2, 2016
  • Advanced Business Contracts, National Business Institute, “Structuring, Drafting and Negotiating Earn-Outs,” November 11, 2016
  • Minnesota Continuing Legal Education, 2016 Minnesota Business Law Institute, “[R]Evolution of Crowdfunding and General Solicitation,” May 2, 2016
  • “UBIT Issues for Associations, Tax Hot Topics, Contracts and Employment Law,” Midwest Society of Association Executives, February 17, 2016
  • “Despite Age, Landmark ADA Still a Hot Topic,” Upsize Minnesota, August/September 2015
  • Minnesota Continuing Legal Education, 2015 Business Law Institute, “Securities Law Pitfalls for the Entrepreneur’s Lawyer,” May 4, 2015
  • Minnesota Continuing Legal Education, 2014 Closely Held Business Conference, “Drafting and Negotiating Pre-Deal Documents,” October 21, 2014 (with Mark Williamson, Esq.)
  • Minnesota Continuing Legal Education, 2014 Business Law Institute, “Drafting and Negotiating Pre-Deal Documents,” May 5, 2014 (with Mark Williamson, Esq.)
  • Minnesota Continuing Legal Education, “Documents Made Easy: Partnership Agreement (Annotated),” April 27, 2012
  • Minnesota Festivals & Events Association, “Legal Issues Affecting Festivals & Events,” April 26, 2012
  • Ramsey County Bar Association, “Social Media and Lawyer Ethics,” November 18, 2011
  • Minnesota Council on Nonprofits, “Legal Implications of the Government Shutdown for Nonprofits,” June 24, 2011 (with Heidi Neff Christianson, Esq.)
  • Minnesota Continuing Legal Education, “Contract Formation,” April 18, 2011
  • Ramsey County Bar Association, “Eight Ways a Lawyer Can Save the Small Business from an HR Disaster,” February 25, 2011 (with Daniel Prokott, Esq.)
  • Minnesota Chamber of Commerce Executives Association, “Issues Regarding Certificates of Origin,” June 3, 2010
  • Minnesota Continuing Legal Education, “Contract Formation,” March 22, 2010
  • Minnesota Business Success Forum, May 28, 200
  • “Student Newspapers,” 3 The Encyclopedia of Civil Liberties in America 909 (David Schulz & John R. Vile eds., 2005)
  •  “Wiretapping,” 3 The Encyclopedia of Civil Liberties in America 1036 (David Schulz & John R. Vile eds., 2005)

Professional Associations

  • Minnesota State Bar Association (MSBA)
  • Minnesota Business Law Institute, Planning Committee Member
  • Minnesota Closely Held Business Conference, Planning Committee Member
  • Ramsey County Bar Association
  • MSBA LLC Committee

Community Engagement

  • Saint Paul Area Chamber of Commerce
    • Board Member, Charitable Foundation (2009-2012)
    • Board Chair, Charitable Foundation (2010)
    • Leadership Saint Paul (2006)
  • Minnesota State High School Mock Trial Program, Volunteer Judge (2007-Present)
  • Roseville Visitors Association, Board Member and Treasurer (2013-present)
  • Guild, Inc., Ambassador Committee (2013-present)
  • City of West Saint Paul Planning Commission, Commissioner (2009-2012)
  • Face to Face Health & Counseling Service, Inc., Board Member (2006-2012), Board Chair (2012-2011)
  • Public Art Saint Paul, Board Member (2008-2012)
  • Saint Paul Smart Trips, Board Member (2007-2010)