Represented a Portland-based variety radio show in its national marketing and distribution agreement with Public Radio International, facilitating future growth of the program to reach new audiences across the United States.
Represented a Canadian trucking operation in its strategic purchase of Washington-based trucking affiliates, using an unorthodox structure to purchase stock (of one company) at the same time as assets (of the other). This transaction required special attention to an environmental issue that arose at the eleventh hour and threatened to terminate the deal.
Represented a Portland-based coffee company in its acquisition of new a roasting facility location in Southeast Portland, and long term leases for several new retail locations throughout the Portland area and in Southern California.
Represented a property owner in the sale of a large-scale facility near Seattle, after the tenant had stopped paying rent and was in receivership. Successfully navigated the receivership issues and facilitated a fast-track sale to the party who purchased dealership assets out of receivership, enabling client to avoid potential long-term vacancy.
Represented the owners of affiliated smoke stack testing companies in selling limited liability company membership interests to a private equity firm, helping the client negotiate and significantly improve upon the terms initially offered by the buyer.
Represented the largest professional ballet company in Oregon in the long-term lease of its new headquarters, comprising office space, rehearsal studios, and a dance school, in Portland’s South Waterfront neighborhood.
Represented a local franchise operator in a fast-track acquisition of the regional development agent rights for a prominent national franchise company, with complicated financing partly from the franchisor and partly from the seller.
Represented a general contractor with respect to construction agreements for several phases of a large project in Portland, enabling the client to undertake construction of a mixed-use complex having approximately 200 residential units, 15,000 square feet of retail space, and 50,000 square feet of underground parking.
Represented an out-of-state buyer in the simultaneous acquisition of a Chevrolet dealership and the neighboring Chrysler Jeep Dodge RAM Fiat dealership, along with the underlying dealership facilities, in the Portland metropolitan area.
Represented a Washington auto dealer in obtaining a new construction loan to refinance its prior loan (which was in default), orchestrating dozens of lien payoffs, and helping the client to avoid a catastrophic foreclosure event, to finish building its facility, and to open for business.
Represented a medical technology company with respect to a venture capital infusion of up to $50 million, enabling the client to enhance development and marketing of its innovative home kidney dialysis machine.
Represented the Pacific Northwest division of a company that provides outside sales representation to manufacturers in the semiconductor industry, with respect to a multi-dimensional transaction involving the simultaneous (a) spin-off of the Pacific Northwest division, (b) acquisition of a competitor by the new entity, and (c) establishment of ownership rights in the new entity.
Represented a high net worth individual in the purchase of an expansive parcel near Condon, Oregon, helping to address issues unique to rural land.
Represented purchaser of asphalt refinery assets and real property located in Portland, Oregon, including transfers of submerged land lease, railroad easement rights, and extensive pipeline easements and City of Portland franchise rights. Transaction included formation of new purchaser entity and review and negotiation of loan documents to finance the acquisition.
Represented nationally-based commercial lender in $25-million equipment and real estate secured financing as part of a $45-million asset acquisition of heavy equipment dealer in Lane County, Oregon, including negotiating and preparing secured loan documentation for property located in multiple Oregon counties.
Represented Japanese microchip manufacturer in $3.8-million acquisition of industrial park site in Hillsboro, Oregon, and subsequent construction and development of $8.1-million semiconductor manufacturing facility, including synthetic lease financing.
Represented residential developers in land acquisitions and subsequent developments for subdivision, PUD, town and condominium projects in Portland, Oregon, metropolitan area. This included negotiating and documenting options to purchase for regional homebuilder on over 150 acres of land in Washington County, Oregon, for residential subdivision development. Also represented several family farm clients in multi-million dollar sales of land to developers and subsequent tax-deferred exchanges into investment real estate.
Represented owner of assisted-living facilities in connection with obtaining $40-million line of credit secured by 16 assisted-living properties located throughout the United States, including subsequent amendments with additional 18 assisted-living facilities as collateral.
Represented owner of assisted-living facilities in connection with obtaining $40-million line of credit secured by 16 assisted-living properties located throughout the United States, including subsequent amendments with additional 18 assisted-living facilities as collateral.
Represented purchasers in multimillion dollar acquisitions of regional, retail shopping centers, including negotiating financing and reviewing leases, title, environmental and other due diligence matters. These transactions involved acquisitions to complete Section 1031 tax-deferred exchanges. Ongoing representation includes leasing and loan covenant compliance matters.
Successfully petitioned for mandamus review in Oregon Supreme Court on issue of first impression in Oregon concerning attorney-client privilege accorded to in-house counsel.
Drafted settlement agreements and implemented of complex securities class action settlement on behalf of regional law firm.
Drafted agreements and managed resolution of complex class action settlement of companion litigation on behalf of national law firms.
- Spirit Partners, L.P. v. [Northwest Regional Law Firm].
In securities litigation, conducted depositions and drafted briefs in support of successful summary judgment motion in favor of defendant law firm before the trial court and in successful appeal.
- East Portland Imaging Center, et al. v. Providence Health System - Oregon, et al.
In healthcare antitrust litigation, drafted summary judgment motion on behalf of a physician group that helped persuade plaintiffs to voluntarily dismiss the physician group from the lawsuit. Then prepared claim against the physician group's insurer that resulted in reimbursement of nearly all litigation defense costs.
- Jordan v. [Group of Executive Defendants].
In telecommunication securities litigation, drafted and argued successful motion to dismiss claims against a group of defendants.
- [Injured Burn Victim] v. General Motors Corp.
In product liability C-K fuel tank litigation, drafted briefs in favor of plaintiff that successfully opposed manufacturer's motions to dismiss and summary judgment.
GSB Client Feature
Represented a manufacturer of licensed novelties in its majority recapitalization by a private equity sponsor.
Litigated and negotiated settlements for significant property tax appeals on shopping centers pending before the Oregon Tax Court.
Secured substantial property tax refunds for a marina based on a correction of land-use data.
Advised the purchaser of a multimillion-dollar Washington business of the real estate excise tax and sales/use tax ramifications as well as property tax considerations for the transaction.
- Local counsel with Sutherland in challenge to the central assessment of Comcast by the Department of Revenue
Comcast Corporation v. Department of Revenue, 2011 WL 3505148
Garvey Schubert Barer is local counsel with Sutherland in this challenge to the central assessment of Comcast by the Department of Revenue. Taxpayer was successful in the Oregon Tax Court. The case was reversed in part by the Oregon Supreme Court and is on remand in the Tax Court.
Lead counsel for seller on $55 million sale of multi-vessel fishing company.
Special maritime and fisheries counsel to foreign bank on $80 million credit facility for buy-out of interests in large, integrated fishing and fish processing company.
Represented venture-backed company in connection with Series C, D, E, F and G preferred stock financings.
Represented venture capital and private equity funds in connection with preferred stock and convertible note investments.
Represented Nautilus, Inc., in connection with sale of Dash America, Inc., d/b/a Pearl Izumi, to Shimano, Inc.
Reviewed and negotiated management contracts for full service, select service, limited service and extended-stay hotels, condominium hotels, resorts, conference centers, timeshare resort homeowners' association, golf courses and restaurants in Arizona, Washington, Oregon, Nevada, California, Colorado, Montana, Hawaii, New York, Louisiana, Nebraska, Tennessee, Massachusetts, Ohio and Texas.
Reviewed and negotiated franchise agreements with national franchisors Hilton, Marriott, Intercontinental Hotel Group, Starwood, Carlson, Choice, Jimmy John’s, Black Bear Diner and Quiznos.
- Reviewed and negotiated global distribution, meta-search, daily deal/private sale and on-line marketing agreements
Reviewed and negotiated global distribution, meta-search, daily deal/private sale and on-line marketing agreements with Expedia, Priceline, Booking.com, Orbitz, Agoda, Ctrip, Alpharooms, Destinations of the World, Hotelied, Google, TripAdvisor, Kayak, Roomkey, American Express, Gullivers Travel Associates, Travelclick, Gilt/Jetsetter, Rue La La and Travelzoo.
Prepared form global group sales and catering contracts and supporting materials.
Reviewed and negotiated global vendor agreements for the purchase and/or licensing of a variety of goods and services, including in-room entertainment (PPV, FTG); property-management systems (PMS), point of sale (POS), and central reservation systems (CRS); merchant card and payment processing; application development and hosting; and telecommunications (data and voice).
Integrated celebrity signature restaurants and/or spas into existing hotel, resort and convention center facilities.
Obtained a landmark ruling from the U.S. Court of Appeals for the Ninth Circuit that the academic speech of a university professor, which is part of his official job duties, is protected by the First Amendment. Demers v. Austin, 729 F. 3d 1011 (9th Cir. 2013)
- Obtained partial summary judgment against the Seattle Police Department for public records act violations
Obtained partial summary judgment against the Seattle Police Department for public records act violations regarding requests for the database of dash-cam videos and the videos. KOMO v. SPD, King County SuperiorCourt (2012), appeal pending at the Washington Supreme Court (2013)
Obtained the release of public records key to an investigation into defects associated with the construction of the new floating bridge over Lake Washington, and attorney’s fees. KOMO v. Washington Department of Transportation. King County Superior Court ( 2013).
Obtained summary judgment for radio broadcast company sued for defamation for remarks made by callers to a radio talk show about an endorser of a local political candidate. This was affirmed on appeal by the Washington Court of Appeals. Brecht v. Fisher Communications, Inc., 160 Wn. App. 1040, 2011 WL 1120506, 39 Media L. Rep. (2011).
Represented a daily newspaper in successfully unsealing court records that allowed a major investigative piece to be published regarding securities fraud at a local high-tech firm. In a 9-0 opinion, the Washington State Supreme Court laid out a stringent test for sealing court records in civil cases, strongly affirming the Washington constitutional right of access to justice. Dreiling v. Jain, 151 Wn.2d 900, 93 P. 3d 861 (2004).
Obtained summary judgment in favor of a local alternative weekly newspaper sued for reporting on a sexual harassment lawsuit instituted by the plaintiff against Peter Nordstrom and Nordstrom, Inc. The newspaper quoted a company spokesperson as describing the lawsuit as baseless and nothing but "an attempt at extortion." The summary judgment was affirmed by the Washington Court of Appeals. Pinney v. Nordstrom, 124 Wn. App. 1019 (2004).
Obtained release of date of birth information with respect to municipal employees on behalf of a local television station withheld by the City of Tacoma. KIRO V. City of Tacoma, (Pierce County Cause No. 03-2-10567-3).
Represented a national wireless company in merger review proceeding for two local exchange companies with favorable results in final regulatory order. Joint Application of Qwest Communications International, Inc. and CenturyTel, Inc. for approval of control of Qwest Corporation, Qwest Communications Company LLC, and Qwest LD Corp. (WUTC Docket No. UT-100820 (2011)).
- Represented the first cellular company in Washington (and nationwide) to achieve eligible telecommunications status
Represented the first cellular company in Washington (and nationwide) to achieve eligible telecommunications status ("ETC"), which entitles the holder to eligibility for federal universal service funds, by obtaining an order from the Washington Utilities and Transportation Commission (WUTC). Its decision was affirmed by the Washington Court of Appeals and the Washington Supreme Court. WITA v. WUTC, 149 Wn. 2d 17, 65 P. 3d 319 (2003).
Obtained a waiver of a new WUTC line extension requirement for a major telephone company that would have required the company to provide service to potential customers in a remote area of eastern Washington at an estimated cost of $1.2 million. In the Matter of the Petition of Verizon Northwest, Inc. for Waiver of WAC 480-120-071 (2)(a), (WUTC Docket No. UT-011439).
Represented a major telephone company in challenging, pursuant to the Federal Telecommunications Act of 1996, 47 U.S.C. 253, lengthy, over-burdensome telecommunications ordinances enacted by four Washington cities. The Ninth Circuit held that the ordinances in question were invalid because their combined effect might prohibit the provision of telecommunications services. City of Auburn v. Qwest, 260 F. 3d 1160 (9th Cir. 2001).
Represented a major telephone company in a full rate case, that was successfully settled in the first quarter of 2005, involving administrative discovery, motions, witness testimony preparation and a three-day evidentiary hearing on the company's request for interim rate relief. WUTC v. Verizon Northwest, Inc., (WUTC Docket No. 040788).
- Represented the phone unit of a national cable company in fully mitigating penalties assessed by the WUTC
Represented the phone unit of a national cable company in fully mitigating penalties assessed by the WUTC for failure to comply with a new service quality reporting rule. In the Matter of Comcast Phone of Washington, LLC, (WUTC Docket No. UT-031459).
Helped draft Washington statutes regarding municipal regulation of telecommunications companies, cw. ch. 35-99 (2000).
Represented a national wireless company to obtain eligible telecommunications status in Oregon. (Docket No. UM-1522 (2011).
Represented a major northwest company in an ongoing Bonneville Power administration rate case, and on appeal at the Ninth Circuit. Associations of Public Agency Customers v. Bonneville Power Administration, F.3d (9th Cir. 2013).
Successfully represented American National in NAFTA, Chapter 11 claim against Mexico; advised major American political risk insurer regarding claims arising out of the Argentine economic crisis; helped draft international arbitration procedures for Disney EuroPark.
- Successfully assisted client claiming paintings from Dutch government that were seized by Nazis during WWII
Successfully assisted client claiming paintings from Dutch government that were seized by Nazis during WWII; represented heir of prominent German photographer in trans-national cultural estate matter recovering vintage photographs and compensation; represented antiquities dealers in CCPIA proceedings before U.S. State Department.
- Assisted U.S. satellite manufacturer in criminal and Congressional investigations arising out of China launch failure investigation
Assisted U.S. satellite manufacturer in criminal and Congressional investigations arising out of China launch failure investigation (export control/ITAR issues).
Advised numerous U.S. and foreign clients on investment in U.S. defense and aerospace companies (Exon-florio and FOCI issues).
Served on Board of Directors of Japanese –owned aerospace company operating under special FOCI controls.
Expert testimony on FSIA expropriation exception in Mezerhane v. Republica Bolivariana de Venezuela (S.D. Florida 2013).
Established the treaty exception to the federal act of state doctrine in Kalamazoo Spice Extraction Co. v The Provisional Military Government of Socialist Ethiopia, 729 F. 2d 22 (6Cir. 1984).
Provided expert testimony for oil service companies in tax court proceedings relating to Iran Hostage Crisis.
Represented South African energy company in State Department administrative proceedings implementing trade restrictions under the Anti-Apartheid Act.
- Represented several DoD transportation service providers in a pre-award bid protest before the U.S. Federal Court of Claims
Represented several DoD transportation service providers in a pre-award bid protest before the U.S. Federal Court of Claims in BINL, Inc. v. United States, No. 12-71-C ( U.S. Court of Claims, decided June 19, 2012).
Obtained property tax reductions for general office facilities, industrial incubator warehouses, low-income housing projects, and common open-space parcels in planned residential developments.
Litigation claims: Discrimination and harassment on the basis of religion and national origin; constructive discharge; intentional infliction of emotional distress. Plaintiff was seaman who was Muslim and of Yemeni origin. Plaintiff alleged unlawful harassment and threats of violence by his direct supervisor. Plaintiff alleged that he complained to the ship’s captain, and that as a result he was forced to resign. Plaintiff demanded $120,000 in compensatory and emotional distress damages at mediation. Settlement at mediation for $19,500.00 with a non-specific letter of apology (proposed by client).
- Represented, along with colleagues, the U.S. Overseas Private Investment Corporation (OPIC) in several arbitrations
He represented, along with colleagues, the U.S. Overseas Private Investment Corporation (OPIC), an agency of the U.S. government, in several arbitrations involving major claims by U.S. corporations with respect to actions in foreign countries that the claimants alleged to have adversely affected private U.S. investments abroad.
- Worked on behalf of a large industrial client during multiple years of rapid plant expansions to reach fair property tax values
Successfully worked on behalf of a large industrial client during multiple years of rapid plant expansions to reach fair property tax values in a very complex situation. Established positive working relationships with state and local taxing authorities at the earliest point in the process and thereby avoided any need for tax appeals. Built on those relationships in each succeeding assessment year as the expansions progressed.
- Represented an international software development company in a Washington Department of Revenue audit
Represented an international software development company in a Washington Department of Revenue audit of its gross receipts apportionment, resulting in a large tax refund to the company and reduced future taxes.
Obtained property tax exemptions for low-income housing projects, including large refunds for past years.
Represent owners of demolition company accused of releasing asbestos during demolition of an abandoned food processing facility.
Represent developer/general contractor accused of violating state asbestos regulations during condo conversion project.
Represented New Zealand fruit growers in contract discussions with U.S. parties for the growing of new varietals and horticultural products.
Acted as general counsel to U.S. technology company that raised pre-IPO financing in United Kingdom.
Advised U.S. trading company on sourcing electric power tools in Asia, manufacturing such products under license agreements and the importation into the United States.
- Provided legal and tax advice on the establishment of international joint ventures in the People’s Republic of China
Provided legal and tax advice on the establishment of international joint ventures in the People’s Republic of China for the production of pencils, ice cream, and shoes, respectively.
Counseled U.S. company on sourcing consumer technology products and electronic components in Asia and sale to U.S. wholesalers.
Restructured business operations of U.S. company in furtherance of a public offering of stock.
Regularly renders U.S. tax opinions to foreign governments investing pension funds in U.S. corporations, start-up enterprises and real estate located in the United States.
Obtained dismissal with prejudice of suit alleging negligent misrepresentation against asset purchaser.
Online inventory distribution agreements with major European online travel agents, such as GTA and Booking.com.
- Represented owner of chip design and software in license negotiations with a major software manufacturer
Represented owner of chip design and software in license negotiations with a major software manufacturer for use of the technology in an entertainment platform and portable media player.
Represented developer of liquid cooling technology in licensing technology for use in server farms and military equipment.
- Represented various software companies in review of open source obligations and development of strategy
Represented various software companies in review of open source obligations and development of strategy for use of open source software.
Represented developer of medical billing and EHR software in license transactions with laboratories and hospitals.
Represented major construction company in responding to obligations under multi-state data breach laws.
- Represented laboratories, hospitals, major shoe and sporting goods manufacturer, and international household appliance retailer in negotiating licenses for various software systems
Represented laboratories, hospitals, major shoe and sporting goods manufacturer, and international household appliance retailer in negotiating licenses for various software systems including EHR solutions, document management and inventory control systems.
Represented owner of embedded operating systems in negotiations with major cellular phone and chip manufacturer.
Represented owner of secure USB technology in negotiating agreements licensing technology to major USB manufacturers.
Represented foreign manufacturer in negotiation of manufacturing agreement for alternative mouse design with major software company.
- Represented genetic testing laboratory in negotiating services agreements with various hospitals and laboratories
Represented genetic testing laboratory in negotiating services agreements with various hospitals and laboratories and developing licensing regime for proprietary software product.
Represented various local, national and international game companies (console, casual, mobile, mmog, pc, etc.) in negotiations with publishers and distributors, including EA, Sony, Disney, Real, Microsoft, Fox, Valve, Big Fish, Warner, T-Mobile, Sprint, Motorola, Qualcomm, Simon and Schuster, Scholastic, etc.
Represented museums in connection with exhibitions of artworks by internationally known artists.
Represented university faculty members and spin out companies in negotiating terms of tech transfer agreements.
Represented tribal entities in licensing technology and protecting their trademarks and domain names.
Represented international sports figures in recovering domain names using their names.
Represented founder and member of internationally known rock bands in negotiation business arrangements for on-line music service and promotion business.
Represented ski manufacturer in joint development agreement with Japanese ski binding manufacturer.
Represented shipbuilder in development of joint development agreement for design and manufacture of hybrid vessels.
Represented software and hardware developer in negotiations with major retail chains for consumer facing kiosk products and virtual jukebox technologies.
Represented Israeli software and hardware developer in negotiations to license controller-free gaming device technology to a major US software company.
Represented US software company in developing export control policy.
Represented website portal in developing privacy policies to comply with EU privacy and data requirements.
Represented CEO in negotiations of employment agreement with major Chinese manufacturer of solar cells.
Represented Chinese fabrication company in licensing patents from US manufacturer.
Represented Canadian household goods retailer in negotiations for point of sale system.
Represented US chip manufacturer in license negotiations with Japanese equipment manufacturer.
Represented video display manufacturer in negotiations to establish distribution arrangements in Brazil.
Represented ship building company in negotiations with Canadian engineering company for design/development of hybrid vessels.
Represented exercise equipment manufacturer in developing Chinese joint venture and technology transfer issues.
Represented foreign manufacturer in negotiation manufacturing agreement for alternative mouse design with major software company.
Represented video game companies in Australia, Europe and Canada in negotiations with US and foreign publishers and distributors.
Represented US game companies in negotiations with distributors and publishers in France, Russia, and Germany.
Represent international sport association in obtaining trademark protection for trademarks in Asia and South America.
Represented video game company in negotiations to license game rights to international company involved in gaming.
Lead trial counsel for transportation company on multiple legal matters arising from planned use of marine terminal to serve oil company, including SEPA and land use challenges. Prevailed in full after multiday hearing.
Lead counsel advising stock purchaser of $94 million company in prosecuting claims against sellers for purchase price adjustments, indemnity claims and related litigation.
Lead counsel defending lender from claims for fraud, criminal conspiracy, state and federal RICO. Plaintiff’s claims for over $9 million dismissed on summary judgment shortly before trial; judgment entered for lender for all loan balances and all attorneys’ fees expended; client recovered all amounts in full.
Lead counsel pursuing breach of fiduciary duty claims against client’s former corporate officers, director and attorneys who formed competing company.
Lead counsel in defense of breach of fiduciary duty claims in derivative shareholder litigation – closely held family company.
Lead counsel defending investment advisory firm in matters arising from investments in business alleged to be Ponzi scheme.
Lead counsel advising stock purchaser of minor league sports team against seller for adjustments under purchase and sale agreement.
Lead counsel in defense of employment discrimination claims made by former President of client.
Lead counsel in defense of employment discrimination claims made by former VP of Human Resources of client.
Defense counsel for foreign public company in antitrust lawsuit alleging seven year price-fixing conspiracy. Conducted discovery throughout Pacific Northwest and in Japan.
Lead counsel in multiple matters for major oil company; pursued claims for damages arising from tanker-dock allision and defective propulsion machinery.
Lead counsel in multiple matters involving claims by adjoining landowners of adverse possession, tree trespass, easements, and fence and boundary disputes.
Lead counsel for a Washington Indian Tribe in connection with litigation matters involving fisheries and related natural resource claims.
Lead counsel for vessel owner in oil spill matter in which primary claimant was an Indian Tribe seeking recovery of spiritual and cultural damages.
Lead counsel in numerous maritime matters, including dozens of personal injury cases, oil spills, P&I investigations, claims for damage to cargo and docks, insurance coverage, broker liability, demurrage, maintenance and cure, and vessel casualties.
Special maritime and fisheries counsel to purchaser on $400 million purchase of multi-vessel fishing and fish processing company
Special maritime and fisheries counsel to purchaser on $200 million purchase of a major fishing and fish processing company.
Lead counsel for buyer on $160 million acquisition of major factory trawler company.
Special maritime and fisheries counsel to foreign bank on $80 million credit facility for buy-out of interests in large, integrated fishing and fish processing company.
Lender's counsel on $60 million secured financing for purchase and conversion of a catcher-processor vessel.
Lender's counsel on $21.5 million secured financing for purchase and conversion of a fish processing vessel.
Counsel to bareboat charterer on "sale and lease-back" transaction involving long-term bareboat charter of fish processing vessel.
Counsel to U.S. vessel owner on "U.S. build" requirements of vessel documentation laws related to vessel constructed for the coastwise trade.
Counsel to U.S. vessel management company in structuring foreign investment to comply with U.S. vessel documentation laws applicable to coastwise trade.
Counsel to numerous vessel owners on compliance with U.S. vessel documentation laws, including extensive experience dealing with MARAD and the Coast Guard.
- Represented buyer in the acquisition of a large international shipping division of a publicly traded seller
Represented buyer in the acquisition of a large international shipping division of a publicly traded seller. GSB's representation included broad due diligence (including environmental, regulatory, corporate, labor, employment, intellectual property, benefits), risk analysis, and the negotiation and drafting of all definitive documentation.
- Represented large privately held natural resources company in the merger of a forest products subsidiary with a primary competitor
Represented large privately held natural resources company in the merger of a forest products subsidiary with a primary competitor. Negotiated and drafted all legal documentation, including letter of intent, contribution agreements and operating agreement for the surviving entity. Assisted with real property transfers and related matters, including environmental review and title policies. Also assisted with senior secured credit facility for the surviving company.
- Represented nationwide transportation and logistics company in connection with the simultaneous refinance of its syndicated secured bank credit facility and the private placement of senior secured notes to institutional investors
Represented nationwide transportation and logistics company in connection with the simultaneous refinance of its syndicated secured bank credit facility and the private placement of senior secured notes to institutional investors. Negotiated and coordinated all aspects of the transactions on behalf of the borrower, including definitive documentation, due diligence, legal opinions, and corporate matters with respect to the borrower and approximately 20 guarantor entities.
- Represented private equity buyer in connection with the leveraged buyout of a government services contractor
Represented private equity buyer in connection with the leveraged buyout of a government services contractor. GSB assisted with all aspects of the transaction, including the equity acquisition of the target, the securities offering for fund investors, and the simultaneous senior secured credit facility used to fund the acquisition.
- Represented buyer in the acquisition of a closely held trucking and logistics business operating in the western United States
Represented buyer in the acquisition of a closely held trucking and logistics business operating in the western United States. The transaction was comprised of the equity acquisition of multiple target entities plus affiliate real estate and other asset acquisitions. GSB’s representation included broad due diligence (including environmental, regulatory, corporate, labor, employment, intellectual property, benefits), risk analysis, and the negotiation and drafting of all definitive documentation.
Represented seller in the asset sale of an east coast tug and barge business. Negotiated and drafted all legal documentation, including letter of intent, asset purchase agreement, disclosure schedules, and bills of sale. Coordinated security interests, transfer of funds and other closing aspects among buyer, seller, vessel escrow agent, and multiple lender parties.
- Represented private equity buyer in connection with the leveraged buyout of a heavy equipment owner/operator in the States of Washington and Oregon
Represented private equity buyer in connection with the leveraged buyout of a heavy equipment owner/operator in the States of Washington and Oregon. GSB handled both the equity acquisition from the former owners as well as the simultaneous senior secured credit facility used to fund the acquisition.
Represented Saltchuk Resources, Inc. in its acquisition of Interstate Distributor Co, a national trucking company.
Represented North Star Utilities Group in its acquisitions of several petroleum distribution companies, including Delta Western and Maui Petroleum.
Represented Kibble & Prentice Holding Company and parent company USI in several insurance brokerage acquisitions.
Represented Nautilus, Inc., in its acquisition of Pearl Izumi USA, Inc.
Represented Glacier Fish Company in its acquisition of Alaska Ocean Seafoods.
Represented Kenwood Corporation, of Japan, in its acquisition of Zetron, Inc.
Represented general partner in its buyout and reorganization of 34 casual-dining limited partnerships.
Represented buyer of majority interest in American Safari Cruises, LLC.
Represented venture-backed genetic testing services provider in its $90M sale to a publicly traded buyer.
Represented Kibble & Prentice Holding Company in its sale to USI, a subsidiary of Goldman Sachs.
Represented Brooks Sports in its sale to Russell Athletic.
Represented Nautilus, Inc., in its sale of Pearl Izumi USA, Inc. to Shimano.
Represented Alaska Frontier Company in its sale to Clipper Limited.
Represented Leader Creek Fisheries in its asset sale to the Canadian Fishing Company (Canfisco).
Represented Marine Resources Group in its asset acquisition of Cook Inlet Tug & Barge.
Represented Foss Maritime Company in the divestiture of its Columbia-Snake River assets.
Represented Glacier Fish Company in various asset sales.
Represented software and IT market research provider in its asset acquisition by Microsoft.
Represented Foss Maritime Company in the acquisition of assets that now comprise its Foss Atlantic and Foss International subsidiaries.
Private Placement Financings – Company Counsel
Company counsel to Universal Water Group Inc., in Series A preferred stock financing.
Represented SCOLR Pharma in private debt and PIPE financings and subsequent SEC registration statements.
Represented genetic testing services provider in multiple recapitalization and venture capital transactions.
Represented Spiration, Inc., in preferred stock financings raising in excess of $80 million.
Company counsel to Benevia, Inc., in convertible note and Series A financings.
Private Placement Financings – Investor Counsel
Majority investor counsel in reorganization of Bamboo Hardwoods, Inc.
Investor counsel in Pi Corporation Series A preferred stock financing.
Investor counsel in Vanas Oncology, Inc. Series A preferred stock financing.
Investor counsel in Vanas Oncology, Inc. Series A preferred stock financing.
Investor counsel in Predictus Biosciences, Inc. Series A preferred stock financing.
Investor counsel in Atomic Moguls, Inc. Series A preferred stock financing.
Investor counsel in Pressplane, Inc. Series A preferred stock financing.
- Represented several DoD transportation service providers in a pre-award bid protest before the U.S. Federal Court of Claims
Successfully represented several DoD transportation service providers in a pre-award bid protest before the U.S. Federal Court of Claims in BINL, Inc. v. United States, No. 12-71-C ( U.S. Court of Claims, decided June 19, 2012).
- Advises clients on trademark registration strategies, and litigates trademark cases for plaintiffs and defendants
Regularly advises clients on trademark registration strategies, and litigates trademark cases for plaintiffs and defendants, before United States District Courts, and in cases before the United States Patent and Trademark Office Trial and Appeal Board relating to registration of trademarks and servicemarks.
- Negotiated patent licenses with the applied physics laboratory of a prominent East Coast research university
Negotiated patent licenses with the applied physics laboratory of a prominent East Coast research university on behalf of a homeland security technology company.
- Senior trial counsel in 9 week trial in King County Superior Court, direct appeal taken by Supreme Court
In Re Estate of Lint: Senior trial counsel in 9 week trial in King County Superior Court, direct appeal taken by Supreme Court. 9-0 win. Supreme Court’s last major word on undue influence, fraud in Washington. Made new law, establishing a common law right, in cases involving “fraud of the grossest kind”, for those not a party to a marriage, to challenge it after the death of one of the spouses (statute otherwise controlling statute limits challengers to either spouse, while both alive)
In Re Estate of J. Thomas Bernard: Lead Appellate counsel in case decided by First Division of Washington Court of Appeals, affirming use of a so-called TEDRA Agreement regarding changes to a testator’s testamentary scheme to modify a previous TEDRA Agreement, even where first agreement specified a specific procedure not followed by the testator in the second agreement, on grounds that testamentary right is “fundamental”, and should not be unduly restricted by technical requirements beyond those related to execution. Made new law, establishing that a PR may appeal a decision overturning a testamentary scheme, even if such appeal runs contrary to the interests of the new beneficiaries.
Represented Saltchuk Resources, Inc. in connection with acquisition of Interstate Distributors Co.
Represented Saltchuk Resources, Inc. in connection with acquisition of Northern Air Cargo.
Represented Nautilus, Inc., in connection with acquisition of Pearl Izumi USA, Inc.
Represented North Star Utilities Group, Inc., in connection with acquisition of Maui Petroleum, Hawaii Petroleum and affiliates.
Represented presidential campaign in litigation against party’s governing body, requesting fair and equitable treatment under contract administering voter file database.
Represented group of 17-year-old voters, who would be 18 at the time of the general election, in lawsuit to enjoin repeal of their right to vote in related primary contests.
- Represented lenders, borrowers, engineers, owners and contractors in litigation and pre-litigation negotiations
Represented lenders, borrowers, engineers, owners and contractors in litigation and pre-litigation negotiations related to financing and construction of biomass, geothermal and LNG facilities.
Helped a 501(c)(3) organization defend its service mark against infringement by a large New York City restaurant conglomerate. Facilitated a pre-answer settlement terminating the infringement and recovering payment to the client.
- Defended an international custom software developer against litigation brought by a disgruntled New York customer
Defended an international custom software developer against litigation brought by a disgruntled New York customer, seeking damages of nearly $2 million. By pinpointing critical path delays and scope of work enlargements caused by the customer, forced a settlement resulting in a payment by the customer to the developer.
- Supported a marine construction contractor in negotiating an equitable adjustment claim with a state department of transportation
Successfully supported a marine construction contractor in negotiating an equitable adjustment claim with a state department of transportation, resulting in recovery of nearly $1 million of costs incurred because of agency-caused delays.
- Defended NYSE-listed borrower against loan acceleration litigation brought by global investment bank
Defended NYSE-listed borrower against loan acceleration litigation brought by global investment bank, successfully avoiding foreclosure on client’s billion-dollar interest in unexplored natural gas reserves in Papua New Guinea.
Secured defense verdict in a discrimination and retaliation lawsuit by a former employee of regional public entity in King County Superior Court. Result was not appealed.
Advises human resource professionals and executives regarding sensitive employment terminations and workplace issues.
Obtained summary judgment in favor of an employer in a race discrimination and retaliation lawsuit filed by a former employee in King County Superior Court.
- Obtained summary judgment in favor of individual manager sued in sexual harassment and retaliation lawsuit
Obtained summary judgment in favor of individual manager sued in sexual harassment and retaliation lawsuit filed by former direct report in King County Superior Court.
- Defended an employer against charges of sex discrimination and retaliation in an administrative action
Successfully defended an employer against charges of sex discrimination and retaliation in an administrative action resulting in the agency finding of no reasonable cause to determine the employer discriminated or retaliated against a former employee.
Defended an employer in a disability discrimination and retaliation lawsuit resulting in a favorable settlement.
Successfully defended an employer in a U.S. Department of Labor wage and hour audit resulting in a positive resolution.
- Obtained temporary restraining orders and preliminary injunctions to stop a client’s former employees from violating non-compete agreements
Obtained temporary restraining orders and preliminary injunctions to stop a client’s former employees from violating non-compete agreements and misappropriating trade secrets.
Worked on a team representing a major public sector employer in an employment case. After obtaining summary dismissal of several claims, including disability discrimination, failure to accommodate, age discrimination, and retaliation, assisted through a two-week jury trial on the remaining claim of sexual harassment. Received a full defense verdict.
Worked on a team representing a municipal entity against claims of discrimination based on age, disability, national origin, and race; retaliation; breach of contract; and failure to provide due process to public employee. Obtained partial summary judgment on several claims and served as second chair for several-week bench trial, ultimately achieving a full defense verdict.
Obtained summary judgment dismissal of breach of contract action based on stale invoices. Court agreed that the statute of limitations barred the invoices and awarded my client its attorneys’ fees for having been required to litigate to defend its interests under the contract.
Represented government contractor in price-fixing investigation and obtain civil settlement.
Represented federal grant recipient in a criminal fraud investigation and obtained decline of charges against the company.
Represented business owner accused of wire/mail fraud and obtained decline of charges.
Obtained dismissal on summary judgment of civil RICO claim against teaching hospital and surgeon.
Obtained dismissal of negligence claims against healthcare organization and psychiatrist arising from a juvenile patient’s stabbing of two classmates.
Obtained decline of criminal prosecution of pain management physician accused of sexual misconduct by female patient. Successfully defended same physician in civil lawsuit which was settled without a finding of fault.
Obtained decline of criminal prosecution of anesthesiologist accused of Indecent Liberties with a female patient by a co-worker.
Obtained decline of criminal prosecution of physician accused of assisting patient in defrauding Washington Department of Labor & Industries.
Obtained acquittal at trial of family physician accused of Medicaid fraud.
Obtained acquittal at trial of foreign healthcare provider accused of Indecent Liberties by having sexual contact with a female patient during a treatment session.
Obtained dismissal of criminal charges against demolition subcontractor accused of releasing of asbestos into a hospital maternity ward. Dismissal obtained after codefendant general contractor had pled guilty to the same offense.
- Winter 2016
Represented condo developer/general contractor in criminal investigation for violation asbestos disposal regulations. Defended same client in civil claims brought by former employees for alleged exposure to hazardous materials.
Represent metal fabricator/subcontractor accused of exposing employees to high levels of lead. Obtained resolution of investigation without imposition of administrative penalty or criminal charges and settled claims of lead exposed employees.
Represent steel erection company accused of criminal negligence in death of an employee fatally injured in a fall.
Represent well-drilling contractor accused of manslaughter based on a three-fatality motor vehicle accident involving one of the company’s mobile drilling rigs.
Won summary judgment on multiple breach of contract cases involving failure to repay commercial loans.
Negotiated successfully several collective bargaining agreements for large healthcare employer.
Successfully arrested a vessel and recovered a maritime creditor’s claim
Assisted stevedoring company in recovering unpaid invoices against a Korean shipping line in Korean receivership proceedings.
Successfully defended vessel owner in a Jones Act negligence, unseaworthiness, and maintenance and cure claim in arbitration, obtaining a complete defense decision and zero award.
Slapsys v. University of Washington (2015-2016). Successfully defended discrimination and leave-related claims brought by former University pharmacist through a series of successful summary judgment motions resulting in complete dismissal of all claims.
Collins v. Swedish Medical Center (2015-2016). Secured summary judgment dismissal of discrimination, harassment, and retaliation claims brought by former Swedish employee.
- Served as lead defense counsel in representing the University of Washington in successfully defending claims of race, ethnicity, and age discrimination and retaliation
Sambou v. University of Washington (2015-2016). Served as lead defense counsel in representing the University of Washington in successfully defending claims of race, ethnicity, and age discrimination and retaliation. The case proceeded to an eight-day jury trial in King County Superior Court, in which 17 witnesses testified. All claims were denied and dismissed in the University’s favor.
McGlashan v. University of Washington (2015-2016). As lead defense counsel, Secured summary judgment dismissal of disability discrimination and contract-based claims brought by a former University employee.
- Secured dismissal, with prejudice, of various claims against the University of Washington and three University employees
Mansfield v. Jones-Pfaff, University of Washington, et al. (2014-2015). As lead defense counsel, secured dismissal, with prejudice, of various claims against the University of Washington and three University employees, including summary judgment dismissal of First Amendment retaliation claims.
Bichindaritz v. University of Washington (2012-2015). Along with co-appellate counsel obtained complete reversal of a public records act judgment and penalties levied against the University, securing a final judgment in the University’s favor.
- Served as lead trial counsel in representing the University of Washington in successfully defending discrimination and retaliation claims
Bichindaritz v. University of Washington (2012). Served as lead trial counsel in representing the University of Washington in successfully defending discrimination and retaliation claims brought by former faculty member in federal court. After a six-day bench trial, in which 23 witnesses testified, the court entered a verdict for the University on all claims. Defense verdict affirmed by the Ninth Circuit Court of Appeals (2013).
- Served as lead defense counsel in successfully defending discrimination, retaliation, and more than a dozen other claims
Satterwhite v. University of Washington (2012). Served as lead defense counsel in successfully defending discrimination, retaliation, and more than a dozen other claims brought by former University faculty member. After completing discovery, obtained dismissal of all claims on summary judgment.
WPM NW, Inc. v. GW Services of WA, Inc., et al. (2011). Served as lead counsel in prosecution of noncompetition claims, including for breach of non-solicitation agreement and violation of trade secrets act, against former agent of property management company and competitor who hired former agent. A two-day arbitration, with more than a half-dozen witnesses testifying, resulted in judgment against defendants totaling more than $370,000.
Cardenas v. Interocean American Shipping (2010). Served as lead defense counsel in successfully defending discrimination and retaliation claims brought by former employee of marine shipping company. After completing discovery, obtained summary judgment dismissal of all claims. Affirmed, in part, on appeal.
Manning v. Swedish Medical Center (2015-2016). Secured summary judgment dismissal of discrimination, harassment, and retaliation claims brought by former Swedish employee.
Represented large and small private companies in federal environmental enforcement actions in the Pacific Northwest and the Mid-Atlantic regions.
Assisted Foss Maritime to provide the U.S. military with emergency equipment in response to Hurricane Sandy.
Protected the Quileute Indian Tribe (featured in the "Twilight" movie series) from tsunami threat by obtaining higher-elevation federal land for Tribal housing.
Counseled U.S. ports and cities on obtaining federal funds for infrastructure modernization projects compliant with Corps of Engineers and EPA regulations.
Negotiated laboratory research contracts to help protect the U.S. from biological and chemical attack (Project BioShield).
Advised foreign governments on how to obtain compensation from the U.S. military for improper disposal of hazardous wastes abroad.
Assisted a healthcare clinic at the Hanford Nuclear Reservation to defend itself successfully in an Inspector General investigation.
Testified before the U.S. Congress to support immediate investigation and remediation of buried chemical weapons in Washington, D.C.
Made voluntary disclosures to federal agencies of clients' potential noncompliance with government contract and grant rules.
Drafted and helped to pass a precedent-setting federal law to transfer a federally-operated water reservoir to municipal control.
Counseled public and private clients on compliance with federal ethics and lobbying rules.
Defended and favorably settled multi-plaintiff claims of race and disability discrimination against highly visible business without any publicity or court filing.
Achieved dismissal of Department of Justice investigation of accessibility issues at large healthcare employer.
Enforced various noncompete, nonsolicitation, and confidentiality agreements in court by obtaining temporary restraining orders and preliminary injunctions in favor of employers.
Represented new employers in defending against claims of new employee breach of noncompete, nonsolicitation, and confidentiality agreements brought by former employer.
Tried breach of contract dispute in King County Superior Court, resulting in favorable jury verdict.
Individual v. national banks. We brought suit on behalf of the primary beneficiaries of two trusts against the professional trust departments at two of the largest banks in the world. The trusts had been established by the beneficiaries’ grandparents. We proved that the trust officer at one of the banks failed to comply with the terms of the trust agreement. We also showed that the other bank failed to resign as trustee (which in turn caused that bank to sue its own lawyers for failing to ensure the bank resigned). After an18-hour mediation before trial, we succeeded in negotiating a confidential settlement about which we can only state that “the parties have resolved their differences with respect to this matter to their mutual satisfaction.”
Individual Beneficiary v. Individual Trustee and former counsel advising the trustee. We brought suit on behalf of a successor trustee to remove the current trustee and fund trusts which were to have been funded upon the decedent’s death – three years prior. After successfully removing the initial trustee, we addressed a variety of issues arising from her negligence, including federal and state tax issues, marshalling assets, environmental compliance, recovery and sale of multiple business enterprises, and ultimately funding of the trusts. Suits for damages were filed against both the former trustee and her counsel, both of which settled.
Will Contests. Multiple cases involving a sub-species of Will contest based upon insane delusion, in which the testator does not necessarily lack testamentary capacity, nor is being unduly influenced, but is suffering from persistent and irrational delusions as to a natural object of her bounty that materially affects that potential devisee's share. Our litigation of these cases, while difficult, led to favorable settlements on behalf of our clients.
Represented publicly traded companies regarding continuous reporting and disclosure obligations under the Securities Act of 1934, and related federal securities laws and regulations.
Advise issuers in connection with initial and continued listing requirements of the New York Stock Exchange, NASDAQ and NYSE MKT (formerly AMEX).
Represented an NYSE-listed issuer in a proxy contest initiated by an activist investor.
Represented CohBar, Inc., a U.S. life sciences company, in its initial public offering on the TSX Venture Exchange.
Represented SCOLR Pharma, Inc. in the private placement of its senior secured convertible debentures.
Represented a TSXV-listed Canadian mining issuer with regard to U.S. securities law matters in connection with its multi-jurisdiction private placement of common stock.
Represented SCOLR Pharma, Inc. in the offering of common stock and warrant units in a structured PIPE transaction and secondary registration.
Represented a TSX-listed Canadian national retailer with regard to U.S. securities law matters in connection with its Rule 144A placement of subordinated convertible debentures.
Represented a TSX-listed manufacturer of soil products in a mezzanine financing involving the sale of convertible promissory notes to U.S.-based institutions.
Acted as Washington special counsel to Onex Partners and Canada Pension Plan Investment Board in connection with securities and credit financing transactions completed in support of the acquisition of Tomkins Ltd.
Represented LaCrosse Footwear, Inc. in connection with its acquisition by a private buyer via friendly tender offer.
Represented a special committee of the Board of Directors of ARC Wireless, a NASDAQ-listed issuer, in connection with its acquisition of an advance metals manufacturing group from a related party.
Represented InFocus Corporation in its acquisition by a private buyer via friendly tender offer.
Represented Nautilus, Inc. in the divestiture of its Pearl iZumi apparel division to Shimano Corporation.
Represented a Canadian-listed manufacturer in the acquisition of two U.S. firms for consideration consisting partially of income trust units.
Represented a NASDAQ-listed hardware manufacturer in the establishment of a joint venture with a European technology company and a related preferred stock financing.
Represented ManageIQ, Inc., a provider of enterprise cloud and virtual infrastructure management solutions, in its $105 million acquisition by Red Hat, Inc.
Represented V2Green, Inc., a grid management software provider focused on integration of electric vehicles, in its acquisition by Gridpoint, Inc.
Represented Kenwood Corporation, of Japan, in its acquisition of Zetron, Inc.
Represented a Canadian sports and entertainment firm in acquisitions of several minor-league sports franchises in the U.S.
Represented a medical equipment services firm in its sale by merger to a national healthcare facilities services provider.
Represented CohBar, Inc. in its Series B Preferred Stock Financing.
- Counsel to numerous SaaS, digital gaming, hardware, life sciences, renewable energy, and other emerging technology companies
Counsel to numerous SaaS, digital gaming, hardware, life sciences, renewable energy, and other emerging technology companies in connection with offerings of convertible promissory notes, seed equity, convertible equity and other securities optimized for early stage financing.
Represented ManageIQ, Inc. in cross-border debt and equity financing matters.
Counsel to Spiration, Inc. in its sale of Convertible Notes to a Japanese strategic partner.
Counsel to Spiration, Inc. in its Series G Preferred Stock financing.
Spin-off, reorganization and Series A financing of DayJet Technologies, Inc. (Investor Counsel).
Series A and Series B preferred stock financings of Pressplane, Inc. (Investor Counsel).
Series A preferred stock financing of RealSelf, Inc. (Investor Counsel).
Series A preferred stock financing of Atomic Moguls, Inc. (Investor Counsel).
Secured favorable settlement for major beverages retailer in false advertising class action.
Assisted in winning summary judgment for international private equity firm in adversary proceeding in bankruptcy court.
Part of trial team representing pharmaceutical company in week-long licensing dispute trial, resulting in favorable settlement.
Currently represent major institution in federal false claims investigation.
Litigated copyright infringement claims from author of best seller on behalf of book publisher to successful resolution.
Hewlett-Packard Company v. Department of Revenue and Benton County Assessor, 2013 WL 1987281
Representation of Hewlett-Packard as co-counsel in a property tax trial before the Oregon Tax Court, resulting in a judgment for Hewlett-Packard Company reducing the real market value of the Hewlett Packard Company’s Corvallis Campus. Affirmed by the Oregon Supreme Court 357 OR 598 (2015).
- Representation of Xerox as co-counsel in a property tax trial before the Magistrate Division of the Oregon Tax Court
Xerox Corporation v. Department of Revenue, 2012 WL 2832514
Representation of Xerox as co-counsel in a property tax trial before the Magistrate Division of the Oregon Tax Court. The Court found for the taxpayer in reducing property tax assessment for Xerox Corporation’s Wilsonville Campus.
- Representation of The Pictsweet Company as co-counsel garnering the successful reduction of property tax
The Pictsweet Company v. Crockett County, October 2009; Chancery Court for the State of Tennessee, Twenty-Sixth Judicial District, Madison County at Jackson. Representation of The Pictsweet Company as co-counsel garnering the successful reduction of property tax for the five years under appeal of the Food Processing Facility.
- Representation of The Pictsweet Company as co-counsel in the successful appeal before the Assessment Appeal Board in the reduction of property tax of the Food Processing Facility.
The Pictsweet Company v. Assessor of Santa Barbara, Application No 05.0124, June 2009; Representation of The Pictsweet Company as co-counsel in the successful appeal before the Assessment Appeal Board in the reduction of property tax of the Food Processing Facility.
Electro Scientific Industries v. Department of Revenue and Washington County Assessor, 2006 WL 3053314 (October 27, 2006). Representation of ESI as co-counsel in the successful appeal before the Magistrate Division. Magistrate agreed with the taxpayer’s valuation of the property resulting in a reduction in property tax for the high tech manufacturing facility.
- Successfully challenged the Oregon Department of Transportation's failure to comply with the Condemnation Procedures Act
State ex rel. Dept. of Transp. v. Singh, 257 Or. App. 322, 306 P.3d 745 (June 26, 2013) Linn County Circuit Court Case No. 110469; Oregon Court of Appeals Case No. A149566
Successfully challenged the Oregon Department of Transportation's failure to comply with the Condemnation Procedures Act. The Oregon Court of Appeals affirmed the trial court’s dismissal of the condemnation complaint.
City of Harrisburg v. Ellen Leigh, 254 Or. App. 558, 295 P.3d 138 (January 16, 2013) Linn County Circuit Court Case No. 082737; Oregon Court of Appeals Case No. A144466
Represented the property owner in a condemnation case wherein the City of Harrisburg failed to compensate the property owner for a well that the City had installed on her property without her permission. The City condemned the property after the well had been installed on the property. The Oregon Court of Appeals affirmed Ms. Fraser’s legal argument that on the date of the condemnation, the City had no right, title or interest in the property and Ms. Leigh should be compensated for the well improvement on the property.
- Framed a successful constitutional challenge under 28 U.S.C. 1983 to the reciprocal revocation of our client’s professional license
Framed a successful constitutional challenge under 28 U.S.C. 1983 to the reciprocal revocation of our client’s professional license, restoring operations and $15 million in annual revenue to client’s business. Our client’s license had been suspended in Canada before hearings had been held – a procedure that would not have been permissible in the United States. We successfully argued that granting reciprocal suspensions in the United States, based on a foreign process incompatible with domestic notions of due process, was unconstitutional.
Successfully defended a takeover attempt by a multi-national investment bank that had provided financing for a joint venture to explore natural resource discovery worth at least $2 billion. After defeating the bank’s early efforts to enforce a promissory note and seize control of the joint venture, we forced a favorable settlement in which our client bought the bank out of the joint venture for restricted shares valued at $16 million—more favorable to client than its pre-litigation cash offer—and subsequently sold the asset for in excess of $2 billion.
On behalf of a client who runs a display marketing business, defeated multi-million dollar breach of contract claim to acquire competitor’s business. We persuaded the trial judge that he had overlooked a critical nuance of the New York statute of frauds, resulting in reconsideration of his previous decision, and the dismissal of plaintiff’s claim on summary judgment.
- Obtained jury verdict and judgment on behalf of a client who had been personally defrauded out of nearly $4 million
Obtained jury verdict and judgment on behalf of a client who had been personally defrauded out of nearly $4 million in a sham real estate transaction in Manhattan.
Obtained summary judgment dismissal, affirmed by the Second Circuit, United States Court of Appeals, of $20 million breach of fiduciary duty and breach of contract claims against corporate officers and directors in failed merger.
Defended cross-border claim of $18 million by major financial institution against directors on personal guarantees of debt of failed Canadian corporation, and settled for $120,000.
Successfully obtained rescission and refund under the federal securities laws of investment in limited partnership producing well-known Broadway show.
Served as off-panel counsel to obtain defense judgments in professional legal malpractice cases (including summary judgment, bench trials and jury verdicts), representing two major national law firms as regular outside counsel.
Obtained settlement in excess of $1 million in arbitration for independent movie producer for breach of international film distribution agreement.
Obtained defense award for major independent New York Stock Exchange broker-dealer on claim by former employee and minority shareholder in New York Stock Exchange Arbitration.
Obtained defense award in FINRA arbitration for investment banking firm on claim to share of investment banking fee.
- Represented sole owner of music brokerage firm in obtaining statute of frauds pre-answer motion dismissal
Represented sole owner of music brokerage firm in obtaining statute of frauds pre-answer motion dismissal on claim by a finder of potential transactions for equal ownership of the business.
Successfully navigated close trademark registration issues, including likelihood of confusion, merely descriptive, and primarily merely a surname initial rejections from the US Trademark Office for a variety of clients.
Successfully dismissed or resolved trademark infringement claims and patent infringement claims against apparel industry client.
Successfully resolved by settlement agreement disputes regarding ownership of product design rights and royalties for furniture designer.
Successfully negotiated a trademark co-existence agreement between two Washington State Indian tribes.
Successfully resolved cease and desist demands against airport parking client for trademark issues.
Obtained worldwide festival license for right to use musical recording in an independent movie.
Counseled client regarding patent rights ownership and license rights for evaluation software and tool for environmental building evaluations.
Strategized with education client to build up family of trademarks and strengthen brand and trademark rights.
Obtained summary judgment in the amount of $1,850,000 against a major banking institution for breach of contract after the bank failed to prevent the theft of client funds by the client's accountant/bookkeeper defeating among other things, bank’s alleged defenses under the Uniform Commercial Code and Statute of Limitations.
Obtained an Award after a three day arbitration before the American Arbitration Association directing that clients owned a 91% interest in a family limited partnership despite the fact that company tax returns showed a 0% ownership interest for the clients over the preceding ten years. Successfully confirmed the Award in Supreme Court, Nassau County, prevailed on the Appeal of the lower court judgment confirming the Award after oral argument in the Appellate Division, Second Department and successfully procured from both the Appellate Division, First Department and the New York Court of Appeals a denial of leave to appeal the affirmance of lower court judgment.
Obtained an Order vacating an arbitration award on, among other things, the grounds that one of the arbitrators did not fully disclose a financial relationship with one of the parties in the arbitration and, accordingly, the client did not provide his informed consent to arbitrate the dispute when he executed the arbitration agreement.
- Successfully defended a $38,000,000 claim filed by a national insurance carrier/bonding company against a client
Successfully defended a $38,000,000 claim filed by a national insurance carrier/bonding company against a client based on the client's personal guaranty of his company's debt.
- Obtained summary judgment in New York State Court for a full real estate brokerage commission owed to a commercial real estate broker
Obtained summary judgment in New York State Court for a full real estate brokerage commission owed to a commercial real estate broker after the landlord entered into a lease with a tenant introduced by the real estate broker client to the landlord during the term of the broker/client's exclusive representation, but after the exclusive term expired, successfully arguing that the extension clause in the exclusive brokerage agreement entitled the broker to its full commission.
- Obtained a jury verdict in New York State Court after a three day trial awarding a full real estate brokerage commission to a commercial real estate broker
Obtained a jury verdict in New York State Court after a three day trial awarding a full real estate brokerage commission to a commercial real estate broker notwithstanding the argument that, among other things, the tenant procured by the broker never paid rent and was shut down soon after possession was tendered for health code violations.
- Successfully represented two limited partners claiming breach of fiduciary duty against their general partner
Successfully represented two limited partners claiming breach of fiduciary duty against their general partner, a national real estate developer, resulting in a favorable settlement for the clients.
Successfully appealed and procured a reversal in the Appellate Division, First Department of an Order vacating an arbitration award resulting in the confirmation of the award and the entry of a judgment in the client’s favor in the amount of $17,381,547.36.
Defeated a motion to vacate a default judgment entered on behalf of a client in the amount of $856,000, procured an affirmance on Appeal after oral argument to the Appellate Division, First Department and successfully collected the full amount of the judgment with interest to through the date of collection after leave to appeal to the New York Court of Appeals was denied.
- Defeated a motion for a preliminary injunction brought by a laundry service provider attempting to enforce an automatic renewal clause
Defeated a motion for a preliminary injunction brought by a laundry service provider attempting to enforce an automatic renewal clause in an agreement between the laundry service provider and the owner of a residential multi-family building successfully arguing that the automatic renewal clause could not be invoked because the agreement was a license rather than a lease and the failure to provide a timely notice of the automatic renewal in accordance with General Obligation Law 5-903 negated the renewal.
Regularly counsel and troubleshoot for closely held and family-owned entities (i.e., litigation prevention) in connection with their day-to-day contractual issues and business law needs by, among other things, identifying contractual trouble spots and pitfalls and drafting the necessary language to protect the company and its owners and avoid litigation.
- Regularly counsel and troubleshoot for commercial real estate brokers and salesmen involved in the rental and sale of commercial real estate
Regularly counsel and troubleshoot for commercial real estate brokers and salesmen involved in the rental and sale of commercial real estate including, but not limited, the negotiation of exclusive agreements, landlord/owner brokerage agreements and landlord/leasing agent/outside broker co-brokerage agreements
- Assisted Private Equity Buyer in connection with the leveraged buyout of an emergency response and catering services company
Assisted private equity buyer in connection with the leveraged buyout of an emergency response and catering services company. GSB handled both the equity acquisition and the simultaneous equity financing and secured credit facilities used to fund the acquisition.
- Assisted transportation & logistics company in the acquisition of an international shipping and logistics business
Assisted nationwide transportation and logistics company in the acquisition of an international shipping and logistics business operating in multiple jurisdictions through multiple operating entities.
Represented licensed marijuana processor in the structuring of affiliate equipment leasing and IP licensing arrangements, convertible debt financing and in-bound IP licensing transactions.
Won summary judgment in favor of a vessel owner against a maritime lien claim brought by an alleged third party fuel supplier in the fallout from the OW Bunker collapse.
Defended multiple Jones Act personal injury and maintenance and cure actions, reaching favorable settlements well below the plaintiff’s initial demand.
Successful defense of product liability and misrepresentation claims in the agriculture industry for $40 million.
Lead counsel for commercial broker relating to coverage claims of $40 million in connection with Superstorm Sandy.
Co-trial counsel for manufacturer of goods sold world-wide relating to claims for breach of contract, fraud, and breach of fiduciary duties in the aggregate amount of $100 million.
Co-counsel for the State of Oregon in litigation against Oracle.
Successful defense as lead counsel for oil recycling company against business interruption claims in excess of $20 million.
Prosecuted and defended claims for commissions, breach of contract, and breach of fiduciary duties in the entertainment and sports industry, involving athletes, actors and a production company.
Assisted nationwide transportation and logistics company in connection with the simultaneous refinancing of its syndicated secured bank credit facility and the private placement of senior secured notes to institutional investors.
Assisted in the acquisition of a closely held trucking and logistics business operating in the western United States through the equity acquisition of multiple target entities and affiliate asset and real estate acquisitions.
Represented multiple licensed marijuana producers, processors and retailers in private equity and debt financing transactions.
Assisted private equity buyer in connection with the leveraged buyout of a heavy equipment owner and operator in the States of Washington and Oregon.
Advised client, negotiated with Oregon Employment Department, and obtained successful result for business in tax audit relating to status of independent contractors.
Co-counsel in aggressive and successful defense of company against patent litigation claims through trial, appeal and post-trial litigation.
Immediate enforcement of various noncompete and confidentiality agreements in court by obtaining temporary restraining orders and preliminary injunctions in favor of employers. Successful defense of individuals against claims for violation of noncompetition agreements and trade secrets law, ranging in value from $1 million to $10 million.
Represented accounting firm against professional negligence claims and prosecuted fraud claims against adverse party.
Represented business at trial court level and Court of Appeals regarding dispute over property lines and wrongful interference with business relations; recovered full attorney fees in favor of business.
Litigated partnership dispute with claims for accounting, breach of fiduciary duties and fraud. Obtained judgment for recovery of legal fees.
- PABD v. [Oregon lawyer].
Multnomah County (Oregon) Circuit Court No. 14-cv-16482. A legal malpractice action arising from a settlement – reached in mediation – of a breach of contract case. Damages of $2.5 million sought. Trial result: Defense verdict (November 2016).