Special Licenses/Certifications: Admitted, 1988, Washington

Bar/Professional Activity: • Special Assistant Attorney General--Oregon Department of Justice (representation of various state agencies and public universities in matters involving business and corporate transactions, securities law, technology transfer and related matters) (1999-current).  • Speaker, October 2007 CLE Program, Earnouts and Seller Retained Interests in M&A Deals, sponsored by Multnomah Bar Association.  • Speaker, February 2006 CLE Program, Essential Issues and Updates for the Oregon Business Lawyer:  Understanding, Defining and Limiting Fiduciary Duties Through Effective Use of LLC Documents, sponsored by Oregon Law Institute.  • Speaker, September 2003 CLE program, Mergers and Acquisitions:  Doing a Deal—From Term Sheet to Closing, “Getting Started,” sponsored by Oregon State Bar Finance and Mergers & Acquisitions Committee.  • Speaker, February 2003 CLE program, Emerging Issues in Corporate and Business Law:  LLC Governance and Control and Conflicts of Interest, sponsored by Oregon Law Institute.  • Speaker, January 2000 CLE program, Minority Shareholder Rights and Liabilities:  The Use and Drafting of Minority Shareholder Agreements, sponsored by Multnomah Bar Association.  • Speaker, May 2000 CLE program, Advising High-Tech and Internet Start-Ups, co-sponsored by the Oregon Law Institute and Northwestern School of Law of Lewis & Clark College.  • Speaker, October 2000 CLE program, Securities and Blue Sky Traps for the Unwary:  Private Resales of Restricted Securities, sponsored by Oregon State Bar Emerging Business/Venture Committee.  • Member, Executive Committee, Oregon State Bar Task Force on Close Corporations and Shareholder Rights (1999-2001).  (The work of this task force resulted in amendments to the Oregon Business Corporation Act dealing with resolution of chronic minority shareholder disputes in closely held corporations--ORS 60.952 (2001).)  • Member, Corporation Act Committee, Oregon State Bar (2002).  (This committee reviewed the Oregon Business Corporation Act to identify and propose needed improvements to that Act to the 2003 Oregon Legislature.)  • Member, Executive Committee, Oregon State Bar International Law Section (1992-94).  • Treasurer, and Member, Executive Committee, Oregon State Bar Business Law Section (1989-91).  • Member, Financial Institutions Subcommittee, Oregon State Bar (1986-90) (Chairman, 1988-89).  • Speaker, 1989 CLE program Employee Noncompetition Agreements, co-sponsored by Oregon State Bar Continuing Legal Education Committee and Business Law Section.  • Author, Enforcement of Employee Noncompetition Agreements in Oregon, 58 Or Law Review 336 (1979).

Pro bono/Community Service: Vice President and Director, Blanchet House of Hospitality.  Board Chair and Director, La Salle Educational Foundation (2002-2008). 

Transactions: Mergers and Acquisitions:  • Counsel to industrial products manufacturing company in structuring and closing of buyout of private equity investor by strategic investor so that business can obtain needed financing and continue its operations.  • Assist manufacturing company in negotiating and documenting joint venture with strategic partner to obtain large public works contract.  • Represent founders of consumer products company in purchase of controlling interest by private equity firm.  • Represent regulated financial services company in acquisition by Wall Street investment bank.  • Represent owners of 45% of stock of national health services company in reacquiring 55% majority stake and related divestiture of clinics in three states, including related tax planning.  • Represent $1 billion foreign agrichemical company in restructuring and divestiture of entire U.S. operations (including related real estate, tax, employee benefit and financing issues).  • Represent multinational materials handling company in connection with merger, acquisition and financing transactions, including corporate reorganization of all U.S. subsidiaries and affiliates following $725 million acquisition by NYSE company.  • Represent 50% shareholder in $20+ million company that is a national market leader in exhibit industry in acquisition of other 50% interest in that company and related companies, including tax planning; later represent that company in acquisition of 70% stake by private equity firm.  • Represent private equity firm in $55 million cross-border acquisition of multinational agricultural company.   • Represent Canadian venture capital firm in placement of debt and equity investments in U.S. medical device company.  Corporate Finance/Securities:  • Represent technology company in $40 million “Series C” Preferred Stock round led by private investor; previously represent this company in $25 million “Series B” Preferred Stock round led by East Coast private equity firm.  • Represent regulated financial services company in $10 million subordinated debt financing by Wall Street investment bank and issuance of stock warrants to that investment bank.  • Counsel to lead investor in “angel” round financing of Silicon Valley based startup technology company, including assist in structuring terms of investment documents.  • Issuer’s counsel in numerous private placements of debt and equity securities for emerging and seasoned companies and counsel in acquisitions involving issuance of securities by such companies (including public and “pre-public” securities).  • Advice regarding transfer of “restricted” and “control” securities and regarding disclosure, filing and other obligations of investors under federal securities laws (including acting as counsel to “control” shareholders in friendly and hostile acquisitions of public companies and preparation of securities filings and disclosure documents in such situations).  • Issuer’s counsel for national professional sports league in placement of equity securities to finance league expansion.  Shareholder Disputes:  • Represent distribution company ($20+ million sales) in connection with successful cash-out merger of dissident minority shareholders; handle all aspects of the transaction, including Board representation, minority shareholder issues, corporate valuations and related tax and corporate issues.  • Represent minority shareholder in closely held insurance services company in shareholder dispute; structure and implement redemption/cross-purchase transaction to liquidate client’s investment and resolve chronic dispute.  • Special corporate counsel to technology company in connection with lawsuit by a founding shareholder against company and majority shareholders alleging minority shareholder oppression and breach of contract and seeking judicial dissolution of the company; assist parties in keeping company functioning and reaching negotiated settlement whereby plaintiff’s shares were redeemed by the company.  • Special corporate counsel to broadcast media company in connection with lawsuit by six minority shareholders against company and majority shareholders alleging direct and derivative claims for minority shareholder oppression and usurpation of corporate opportunities; assist parties in keeping company functioning and reaching negotiated settlement whereby plaintiffs’ shares were redeemed by the company.  • Special corporate counsel to estate of 50% shareholder of 11 business entities in litigated dispute with surviving 50% owner over terms of buy-sell agreement; assist client in liquidating its interest in all entities in negotiated sale of stock and LLC units, including assist with related tax planning.  • Counsel to family who is long-time one-third owner of successful industrial services company in negotiating buy-sell agreement with families of other two founding shareholders.  Other Business Transactions:  • Counsel to management group in connection with executive employment and equity participation agreements in formation of U.S. and foreign entities to conduct global alternative energy production business funded by private equity syndicate, including assistance with tax planning.  • Assist senior creditors of development stage software company in realizing on their collateral and employing IP assets in new business venture.  Represent 50% partner in structuring and documentation of LLC joint venture to construct and operate natural gas pipeline.  • Represent real property developer in contribution of 30+ properties in “UPREIT” transaction to limited partnership in which NYSE REIT is general partner.  • Counsel for public university in its various technology commercialization transactions in which university received corporate equity interest in exchange for license of technology developed in university’s labs.  • Special Assistant Attorney General for State of Oregon venture capital and technology transfer fund.  • Work included advice regarding application of securities laws to various proposed transactions with portfolio companies (including public company stock).

Educational Background: University of Oregon, B.S., Accounting (1976); University of Oregon School of Law, J.D. (1979)