Nyemaster Goode, P.C.
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Michael J. Dayton

Michael Dayton is the chairman of the Business, Finance, and Real Estate Department and a member of the Iowa State Bar Association’s Business Law Section Council. During his career, Michael has led and assisted on hundreds of merger and acquisition transactions from public to public mergers to the sales of small privately-held companies.

Michael also routinely assists clients with general contracting matters, including contract management processes and data and cybersecurity matters relating thereto; corporate formation and governance issues; commercial lending and secured transactions; regulatory matters; local counsel opinions; and other commercial transactions.

Michael Dayton has assisted professionals and companies in a variety of industries, including: health care (hospitals, clinics, physicians, psychiatrists, insurance companies); agribusiness; veterinary services; family farms; construction, supply, distribution and advanced manufacturing; creative services, branding, printing and merchandising; wind energy, biodiesel and other renewable energy; trucking, warehousing and logistics; chemical manufacturing and distribution; animal and human health ingredient production; vegetation management; swine genetics; agricultural equipment finance; software development; casino and gaming; and banking.

Michael is passionate about leadership, teaching, coaching, and serving his community, especially in the areas of child education and welfare.

Recognition

The Best Lawyers in America®; 2018


    

Great Plains Super Lawyers, Rising Star, 2016

Honoree, Des Moines Business Record's Forty Under 40, 2014

Order of the Coif

Iowa Law Review, 2004-2005

Award for Outstanding Scholastic Achievement, University of Iowa College of Law, 2006

Professional and Community Affiliations

American Bar Association
Business Law Section
- Mergers and Acquisitions Subcommittee

Iowa State Bar Association
Business Law Section Council, 2014-present
- Banking/Finance Subcommittee

Polk County Bar Association

Member, National Advisory Council, The Robert D. and Billie Ray Center, Drake University, 2018 - present

Co-Founder and Past Chairman of the Board of Directors, Juvenile Drug Court Collaborative, 2015-present

Board of Directors, Treasurer, Polk County Bar Association Volunteer Lawyer Project, 2014-2017

Greater Des Moines Leadership Institute, Class of 2015

Mentor, Global Insurance Accelerator, 2015

Leadership Iowa, Class of 2013-2014

Children & Families of Iowa
Chair, Governance Committee, 2016
Member, Executive Committee, 2016
Member, Board of Directors, 2014-present

Volunteer, ESGR (Employer Support of the Guard and Reserve), 2014-present

Des Moines AM Rotary Club, 2013-present
Board of Directors, 2016
Chair, Community Service Committee, 2016

PinkySwear Foundation, Des Moines Advisory Council, 2016-present

Youth Mentor, I Have A Dream Foundation, 2007-present

Board of Directors, West Des Moines Community School Foundation, 2012-2015

Board of Directors, Evelyn Davis Early Learning Academy, 2006-2013

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Education

University of Iowa (B.S., Psychology, with honors, 2001; B.A., Philosophy, 2001; J.D., with highest distinction, 2006)

Bar Admissions

Iowa, 2006

Professional Experience

Adjunct Lecturer, MBA Law & Ethics, University of Iowa, Tippie College of Business, Spring 2015

Representative Transactions

Sale of a medical staffing company to a private equity fund, including substantial reorganization in connection with the transaction and rollover investment by founder.

Strategic acquisition by fundraising products company of business-to-business baked goods line.

Acquisition of architecture firm by the firm’s primary architects.

Strategic acquisition by insurance company of insurance-related software platform.

Reorganization and restructuring of three industry-leading truck parts, sales, leasing and services companies.

Acquisition of veterinary clinics by veterinarians.

Acquisition by a plumbing supply company of a wholesale distributor of plumbing and HVAC supplies.

Strategic acquisition by a private storage and facility construction company of a grain facility construction company.

Restructure of gaming holding company, including spinoff of a gaming subsidiary with formation of new holding company. 

Asset sale of approximately 500 MW wind development project to energy holding company.

Representation of majority shareholder of limestone product manufacturing company in reverse triangular merger.

Representation of educational advisory services company in the sale of all of its equity interests in a joint venture to a publicly traded company.

Sale of all shares of ice manufacturing company to a leading national producer of packaged ice.

Asset sale of animal health product manufacturing company to publicly traded, international company.

Acquisition of bowling alley and related commercial real property from repossessing bank.

Sale of physician owned specialty hospital, physician practice and related buildings and assets.

Sale of all shares of pizza topping manufacturing company to multi-national food processing and distribution company.

Pharmacy holding company reorganization and acquisition involving multiple locations and franchises.

Asset purchase transaction for auto industry accessory manufacturing company.

Acquisition of a software company by a company that provides operational and technical support to financial institutions.

Acquisition of an automated entry systems company by a building security systems company.

Acquisition of an occupational therapy company by a rehabilitation services provider.

355 Spinoff for a cattle and farming operation.

General representation of software development company in connection with acquisitions, licensing, and maintenance agreements and general corporate matters.

General representation of a construction supply company in connection with acquisitions, mergers, lending arrangements, and general corporate matters.

General representation of a manufacturer of fundraising products in connection with acquisitions, dealership agreements, lending arrangements, and general corporate matters.

General representation of a vegetation management services company in connection with acquisitions, equity investments, lending arrangements, and general corporate matters.

General representation of multiple international chemical companies in connection with domestic and international distributorship agreements, supply agreements, licensing arrangements, rail agreements, and manufacturing agreements.

General representation of a trucking, warehousing and logistics company in connection with corporate governance matters, equity investments by private equity funds, and subsequent acquisitions and mergers.

General representation of a developer of wind energy projects in connection with asset sales and membership interest sales for such projects.

General representation of multiple health insurance companies in connection with private equity investments, vendor agreements, and general corporate and regulatory matters.

General representation of an integrated publicly held biodiesel business in connection with private equity financing, acquisitions for stock and other consideration, roll-up transaction to acquire two publicly held biodiesel companies for stock, and other facility purchases. 

General representation of an agricultural equipment financing company in connection with secured transactions.

General representation of large commercial banks and corporate borrowers in connection with both secured and unsecured lending transactions.

General representation of swine genetics company in connection with outside investment, acquisitions, lending arrangements and operations.

General representation of companies in the initial organization and business planning of the company through the development of the business of the company and all related start-up activities, such as the development of all necessary contracts and various rounds of debt and equity financing, including private placements.

Provide pro bono services as requested by multiple food bank non-profits.

Speeches and Publications

Boilerplate, Iowa State Bar Association Corporate Counsel Section Webinar (September 2017).

On Jury Duty, Iowa Association for Justice Criminal Law Seminar (September 2017).

ESOPs: A Successful Succession Plan, Iowa Association of Business and Industry Annual Meeting (June 2017).

Negotiations: Working Through the Stickier Provisions of Vendor Contracts, Iowa State Bar Association Corporate Counsel Section Webinar (April 2017). 

On Jury Duty, 76 The Iowa Lawyer, no. 6, at 6 (July 2016).

Nonprofit Governance: Policies and Duties, East Des Moines/South Des Moines Chamber 501(c) Forum (February 2016).

Contracts in the Age of Cybersecurity, Iowa State Bar Association Business Law Section Quarterly Newsletter (January 2016)

Structuring Acquisition Transactions, Iowa State Bar Association Business Law Section Webinar (November 2015).

Vendor Agreement: Locking the "Back Door" to Your Data, Nyemaster Cybersecurity Seminar (November 2015).

Nuts and Bolts on Choice of Entities, Iowa State Bar Association YLD Nuts & Bolts Seminar (October 2015).

Nonprofit Governance: Policies and Duties, Greater Des Moines Partnership Board Meeting (September 2015).

What's in a name?, 75 The Iowa Lawyer, no. 2, at 24 (March/April 2015).

Nuts and Bolts on Choice of Entities, Iowa State Bar Association YLD Nuts & Bolts Seminar (October 2014).

Nonprofit Governance: Policies and Duties, Greater Des Moines Partnership Board Meeting (September 2014).

Boilerplate language in business contracts, part 2 of 273 The Iowa Lawyer, no. 11, at 18 (December 2013).

Boilerplate language in business contracts, 73 The Iowa Lawyer, no. 9, at 26 (October 2013).

Nuts and Bolts on Choice of Entities, Iowa State Bar Association YLD Nuts & Bolts Seminar (October 31, 2013).

Caveat Venditor: Raising capital under the JOBS Act provisions, 73 The Iowa Lawyer, no. 5, at 13 (May 2013).

Letters of intent constitute the best first step in buying or selling a business, 73 The Iowa Lawyer, no. 4, at 11 (April 2013).

Business court is a positive development, Des Moines Register at 2D (March 10, 2013).

Structuring a business entity in Iowa, 73 The Iowa Lawyer, no. 3, at 12 (March 2013).

The Punxsutawney Phil problem - Drafting a business structure that makes owner disputes a little less painful, 73 The Iowa Lawyer, no. 2, at 10 (February 2013).

Nuts and Bolts on Choice of Entities, Iowa State Bar Association YLD Nuts & Bolts Seminar (October 15, 2012) and University of Iowa College of Law and Business Law Section of the Iowa State Bar Association CLE (October 19, 2012). Click here for the speech outline.

Looking at Intellectual Property from the Perspective of the Business Lawyer: Spotting the IP Issues in the Commercial Transaction, University of Iowa College of Law (September 23, 2011)

Iowa Revised Uniform Limited Liability Company Act, Iowa State Bar Association Law Over Lunch Series (August 13, 2008). Click here for the speech outline.

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