999 Third Avenue
Suite 3000
Seattle, WA 98104
206.682.3333 phone
206.340.8856 fax


 

Strong, healthy businesses are the foundation of our region’s success, providing needed products and services, creating jobs, and producing tax revenue for vital public services. Our attorneys partner with clients to build and grow successful businesses in the Pacific Northwest and beyond.

We help clients create, acquire, build, operate and sell their businesses, whether start-ups or large organizations, profit or non-profit. Our attorneys have a deep understanding of business and industry, and can help clients develop and implement their business plans. Our areas of expertise include construction, retail, manufacturing, high tech, real estate, food processing, distribution, boat building, automobile racing, equipment leasing, and native tribal development.

For more specific information, please select the topics listed below.

Business Formation and Planning

We assist clients with:

  • selecting the right type of entity for their businesses;
  • developing business plans;
  • developing succession plans for family owned businesses;
  • developing exit strategies;
  • forming and operating S and C corporations, limited liability companies, professional service corporations, general/limited partnerships, limited liability partnerships, joint ventures and trusts; and
  • obtaining federal tax exempt status for family foundations, publicly supported charitable organizations, homeowners' associations, medical and other professional societies, and title holding companies.

We negotiate and draft shareholder agreements, limited liability company operating agreements, buy-sell agreements, insurance funded cross-purchase and redemption agreements, complex partnership agreements, Internet-related agreements, and joint venture agreements.

Governance of Privately Held Companies

We advise privately held companies

  • about meeting the fiduciary duties of directors, officers, managers;
  • about meeting the fiduciary duties of majority owners to minority owners;
  • about how to convene and run meetings of directors, managers, owners and shareholders;
  • about how to deal with conflict among owners;
  • about directors' and officers' conflict of interest transactions;
  • about the legality of distributions to owners;
  • about how to conduct major corporate actions involving shareholder approval;
  • about statutory dissenter's rights;
  • about documenting management and owner decisions;
  • about conducting internal investigations of wrongdoing;
  • about adopting best management practices; and
  • about implementing a voluntary program of compliance with key aspects of federal securities laws (Sarbanes Oxley), in preparation for a future IPO.

Commercial Transactions and Operations

We advise and represent clients:

  • on all types of sales and commercial transactions;
  • on credit and collection procedures;
  • on international sales transactions and distribution;
  • on output, requirement and other manufacturing agreements;
  • on establishing distribution networks, sales organizations and strategic alliances; and
  • on insurance and bonding programs, including directors and officers insurance.

Financing and Capital Requirements

We advise businesses:

  • about commercial bank term loans and revolving credit facilities;
  • about asset based lending;
  • about private debt financing;
  • about seed, angel and venture capital financing; and
  • about private equity placements with accredited investors.

Intellectual Property

We assist clients with a wide variety of intellectual property issues, including trademark law, including trademark licensing; copyright law, including copyright licensing, purchase and sale of copyright works, and copyright registration; patent licensing; computer law, including software licensing, Internet-related agreements, and protection of computer software technology; and trade secret law, including nondisclosure agreements and confidentiality measures.

Mergers & Acquisitions

Our attorneys provide clients with assistance and counsel on buying and selling assets, LLC units or stock; tax-free reorganizations involving mergers, spinoffs and other combinations of business interests; buying and selling businesses in both regulated and non-regulated industries; and planning, negotiation, investigation (due diligence), drafting and closing stages of transactions.

Taxation and Executive Compensation

Our attorneys help clients:
  • select the business entity appropriate for them from a tax perspective
  • recommend a change of business form required by growth and development
  • advise businesses and their executives in matters such as buy-sell agreements, stock option plans, employment agreements, fringe benefit plans, retirement plans, succession planning, and split-dollar life insurance plans
  • create and advise on management of employee benefit and executive compensation plans
  • advise on federal and state employment taxes, state excise and property taxes, and other federal, state, and local taxes.

    • Litigation

    We represent clients in all types and phases of commercial and corporate litigation, including mediation and arbitration, and represent clients in tax controversies before the Internal Revenue Service, the Department of Revenue and local taxing authorities at audit and appeals levels.