Jennie Clarke

Attorney, Shareholder
(612) 252-2818 LinkedInPdf print

“As a seasoned business lawyer, complex transactions are my sweet spot. I am forward thinking and take pride in creating sustainable relationships and contractual structures that will support your business for years to come.”

My goal is to advise, inform, and empower you to make smart business decisions that support your short-term needs and advance your long-term business strategies.

Helping businesses of all sizes, in a wide range of industries including manufacturing, health care, cloud services, and real estate, my capabilities include:

  • acquisitions and divestitures (M&A), joint ventures, and strategic alliances
  • formation/choice of entity and restructuring
  • structuring agreements among equity owners
  • shareholder/member buyouts
  • corporate governance
  • succession planning
  • supply chain, including vendor and customer relationships
  • sales and distribution arrangements
  • IT contracts, including SAAS, cloud-based services
  • corporate finance, refinancings, HUD loans, and SBA loans
  • commercial lending
  • capital raising, including private offerings
  • bond issuance and redemption
  • nonprofit matters

With three decades of negotiating contracts and deals of all types, I have an excellent knowledge base to efficiently and strategically guide the process to completion. You can rely on me to be action oriented, diligent and highly organized. I see the big picture, and prioritize and manage the detail to ensure we cross the finish line on time.

My greatest reward is to see my clients achieve their business objectives and maximize their success. I will work collaboratively and creatively with you to develop the best solutions in each circumstance.


Kathy Godfrey
(612) 252-2836

  • Completing spinoff of real estate services business and subsequent refinancing
  • Representing seller of multifamily housing building
  • Representing nonprofit senior living providers in bond issuances and redemptions
  • Representing nonprofit senior living provider in land acquisition, financing, and development of new senior living community project
  • Representing seller of aircraft part manufacturing business
  • Representing sellers of vending management businesses
  • Representing sellers of soft drink bottlers in multiple transactions
  • Representing seller in sale of 27 nursing homes and acquisition of replacement properties in tax-free exchange
  • Representing sellers in sales of grocery stores, graphic arts business, sound stage recording business, and various manufacturing businesses, including building supply products, automotive service equipment, specialized hardware products
  • Representing buyers in multiple acquisitions in a variety of industries, including retail paint stores, shopping centers, rental properties, a wide array of manufacturing businesses, insurance restoration, air conditioning and heating products, food products
  • Represented fund in related acquisitions of plastics and paper manufacturing companies and credit facility
  • Completing acquisition of food manufacturing business, including financing transactions with commercial and mezzanine lenders and industrial revenue bond financing
  • Completing dissolution of Saudi Arabia joint venture
  • Representing venture capital fund in private offering to fund acquisitions
  • Representing venture capital investors in multiple investment transactions
  • Representing seller of a portfolio of investments in fifteen limited partnerships
  • Representing trustees in ESOP transactions
  • Completing accounts receivable financing (including true sale opinion)
  • Completing exchange offer with Luxembourg 19 holding company
  • Representing design studio with customer and supplier contracts
  • Representing diversified manufacturing company with IT contracting, including SAAS
  • Developing template supply agreements and terms and conditions for buy-side and sell-side
  • Providing in-house training for supply chain management
  • Negotiating international supply agreements for equipment sales and servicing to well-known retail food chain
  • Negotiating and documenting settlement of warranty issues with international customer and supplier
  • Representing independent contractor in providing services to national chain
  • Representing businesses, including start-up and emerging businesses, in various industries including food production, medical device, software, internet, manufacturing, entertainment, retail, service, design, vending management, and other industries
  • J.D., New York University School of Law, 1988
  • B.A., magna cum laude, International Relations (specialization in China), University of Pennsylvania, 1985
  • Georgetown University, Institute on Comparative Political and Economic Systems (summer program)
  • Minnesota, 1992
  • New York, 1989
  • Executive Research Editor, NYU Journal of International Law & Politics
  • Selected for inclusion in Minnesota Super Lawyers–Rising Stars Edition, 2002
  • American Bar Association
  • Minnesota State Bar Association
  • Hennepin County Bar Association
  • Board Member, Intergenerational Living & Health Care, Inc.
  • Legal Writing Instructor, University of Minnesota School of Law (past)
  • Member, Task Force on Minnesota Professional Firms Act (past)
  • Past Co-President, Twin Cities Chapter, Ellevate Network
  • Past Secretary, Director, Minnesota Center for Photography, Minneapolis, MN
  • Past President, Textile Center of Minnesota, Minneapolis, MN
  • Past Board Member, Simply Jane/ArtAble
  • Former Elder, Fundraising Committee Co-Chair, Jan Hus Presbyterian Church, New York, New York
  • Author, Chapter 7 “Sales and Distribution Agreements,” Representing the Ongoing Business Deskbook, 1st edition 2012, 2nd edition 2017, edited by Donald C. Willeke, published by Minnesota CLE
  • Author, Chapter 8 “Starting a Business,” The Complete Lawyer Quick Answer Book, published by Minnesota CLE, 2016
  • Presenter, Minnesota CLE “Representing the Ongoing Business Deskbook Series: How to Prepare and Negotiate Sales and Distribution Agreements,” 2017
  • Presenter, Minnesota CLE, The Complete Lawyer “Starting a Business” 2016, 2015, 2014
  • Co-Presenter, Minnesota CLE Business Law Institute, “Drafting the Purchase Agreement” 2016
  • Co-Presenter of Legal Seminar Series at WomenVenture, 2013–2016
  • Presenter, Minnesota CLE “Sales and Distribution,” 2015
  • Presenter, NBI “Structuring and Drafting the Acquisition Agreement and Financing the Deal,” 2013
  • Presenter, Minnesota CLE Purchase and Sale of a Business, “Drafting Asset Purchase Agreements,” 2010, 2007, 2006, 2004, 2003, 2002, 1999
  • Co-Presenter, Henson Efron Seminar Series, co-sponsored by ADP and US Bank, “Mergers & Acquisitions,” 2008, 2005, 2004
  • Presenter, Minnesota CLE International Business Law Institute, 2007
  • Co-Presenter, Henson Efron Seminar Series, co-sponsored by ADP and US Bank, “Effective Use of Buy/Sell Agreements,” 2005, 2003
  • Panel Speaker, Henson Efron Seminar Series, co-sponsored by ADP and US Bank, “Choice of Entity (Tax and Non-Tax Considerations),” 2002
  • Co-Presenter, National Business Institute, “Negotiating and Drafting Acquisition Agreements in Minnesota,” 2000
  • Co-Presenter, MILE Corporate Practice Institute, “Corporate Partnering: Structuring Strategic Alliances,” 1997
  • Co-Presenter, The Collaborative, Annual Venture Finance Conference, “Going Public II: The Registration Process,” 1997
  • Co-Presenter, The Collaborative, Annual Spring Growth Conference “Alliances: Careful Structuring Can Make Them Work,” 1997
  • Co-Presenter, The Collaborative, “Get It in Writing”
  • Co-Presenter, SBA “Getting Paid, Statutory Liens” 1996