Dennis L. Knoer

Partner Minneapolis
Contact Info


Dennis practices principally in the areas of:

  • Mergers and acquisitions.
  • Corporate finance.
  • Securities.
  • Real estate investment fund formation and private offerings.
  • Corporate governance.
  • Business law.

In his practice, he serves as outside general counsel to a number of privately held companies, providing counsel and guidance on matters relating to mergers and acquisitions, corporate governance, risk management, business contracts, general corporate law, and shareholder conflict resolution.

Dennis has extensive experience negotiating various transactions on behalf of clients. Dennis has handled domestic and international mergers and acquisitions, stock and asset acquisitions, and joint ventures.

He is fund counsel to a number of real estate investment funds, guiding clients through the entire fund life cycle, including:

  • Formation and fund structure, including:
    • Structure of management and other fees
    • Distribution and allocation waterfalls.
  • Fund offerings, including:
    • Preparing offering memoranda and fund partnership documentation.
    • Compliance with securities laws related to fund offering and operation.
  • Investor relations.
  • Fund wind up.

Dennis represents private equity funds in connection with the acquisition and divestiture of portfolio companies in numerous industries. He also represents clients in a wide range of investment and finance-related activities. Dennis has represented investment banks and numerous public and private issuers in connection with the offer and sale of securities. In addition, he has experience working with private foundations and individual investors in connection with the review of, and investment in, private equity funds throughout the world.

Dennis is a certified Russian linguist and attended the Defense Language Institute School of Russian in Monterey, Calif.


  • Honoree, Rising Star, Minnesota Super Lawyers

  • Honoree, Best Lawyers in America, Mergers & Acquisitions Law (2020)

All Service Areas


  • Georgetown University Law Center (1997)
  • Creighton University

    Dean's List


  • State - Minnesota
  • State - Missouri

Notable Matters

  • Regularly represents regional private real estate fund sponsors with fund formation and offerings, investment syndication, platform and add-on transactions, divestitures, reorganizations and recapitalizations.
  • Represents one of the premier junior capital providers in the United States, which manages six separate funds with more than $1 billion in commitments, including debt and equity investments in more than 80 companies nationwide.
  • Represented a large publicly traded beverage company in a $750 million acquisition of a juice drink company in the Ukraine - the largest transaction in the history of the Ukraine in its time.
  • Represented a large publicly traded company in a joint venture involving operations in Jamaica, Trinidad, Puerto Rico, Barbados, Mexico and Guatemala to form one of the largest privately controlled companies in Central America.
  • Represented a private equity firm in its divestiture of a leading provider of travel solutions for loyalty programs.
  • Represented a national private equity company in a series of acquisitions of construction equipment manufacturing companies.
  • Represents a national architectural, engineering and space design firm in connection with numerous practice acquisitions across the country.
  • Serves as outside general counsel to numerous early-stage, growth companies in a variety of industries with a wide-range of legal needs, including entity and ownership structure; financing arrangements; real estate arrangements; terms of employment; equity and equity-like incentive arrangements; and licensing arrangements.
  • Represented registered broker-dealer in connection with a $3 million broker-placed Rule 506 private placement of securities.
  • Prepared a $3 million Rule 506 private placement of securities for a private medical technology company.
  • Prepared a $2 million Series B preferred stock financing round for a private company that designs and manufactures water filtration devices.

Professional Affiliations

  • Minnesota State Bar Association

    Business Law Section, Past President
    Business Law Section, Legislative Coordinator

Community Involvement

  • Connect U.S.-Russia

    Past Board Member