- What We Do
- Business & Corporate Finance
Our corporate lawyers work proactively to protect clients' interests and position them for success. To provide efficient, meaningful and practical advice, we first seek to understand a client's business objectives, the environment in which it operates and the challenges it faces. In today's global economy and ever-increasing regulatory environment, anticipating clients’ needs is more important than ever.
Advising both U.S. and international clients across jurisdictions and industry sectors, our corporate lawyers provide comprehensive legal services, including
- Business formation and organization
- Commercial and secured transactions
- Executive contracts, compensation and liability
- Joint ventures and strategic alliances
- Noncompetition and nondisclosure agreements
- Regulatory compliance
- Reorganizations, dissolutions and liquidations
- Shareholder rights
- Protection and licensing of trademarks, copyrights and other intellectual property
Given the increasing emphasis on corporate governance, every corporation needs to review its corporate structure and make the changes needed to comply with its responsibilities. This review requires close attention to a variety of conduct and activities, everything from board oversight, to financial disclosures, to fiduciary obligations, to corporate social responsibility, to Sarbanes-Oxley requirements. We provide strategic guidance on these and other corporate governance issues to corporate management, boards of directors, board committees and shareholders. We focus on assessing clients' obligations and preventing violation of these obligations, as well as avoiding other legal problems that could adversely affect business operations or shareholder value.
Additionally, because of our extensive regulatory experience, we are well-equipped to serve the governance needs of companies in such regulated industries as transportation, financial services, health care, clinical laboratories and telecommunications.
- Defended foreign technology company, its holding company and its primary owner against multiple lawsuits
Successfully defended foreign technology company, its holding company and its primary owner against multiple lawsuits to enforce a $60 million foreign arbitral award, foreign judgment and guarantees against company, holding company, owner and affiliates.
- Obtained dismissal of successive state and federal lawsuits against private equity fund’s newly acquired mining company
Obtained dismissal of successive state and federal lawsuits against private equity fund’s newly acquired mining company, by advisor that had rendered services to company’s pre-foreclosure owners and managers.
Represented a San Francisco Bay Area computer networking company in two cross-border acquisitions.
Represented a Bellevue software company in its change of control and a strategic acquisition.
Represented a Bellevue e-commerce company in its going-private transaction.
Represented a public San Francisco Bay Area telecommunications equipment company in an acquisition of a public competitor.
Represents a serial real estate investor on acquisitions of multi-unit residential properties throughout metropolitan Denver and the surrounding suburbs.
Represented two affiliated Portland Rose Quarter auto dealerships in the sale of their assets and real estate, helping to optimize the clients’ outcome amid unforeseen issues and protracted negotiations.
Represented Wentworth entities in the sale of a centrally-located Portland dealership owned by the family for multiple generations, while helping to achieve the clients’ goal of retaining post-closing ownership of certain ancillary real estate. The transaction involved negotiating complex deal terms and navigating manufacturer issues and buyer diligence issues.
Represented a private equity firm in investing in an Oregon-based company that creates and internationally sells luxury pocket knives, men’s jewelry, and accessories, helping client with dynamic deal structure and negotiations while closing on a fast track.
Ongoing representation of Westward Partners, LLC in various acquisition, divestiture and corporate matters.
Assisted in the equity sale by seller stakeholders of Revenue Management Solutions (RMS) to a foreign investor group. RMS leverages premier consulting services and patented methodology in the use of statistics and quantitative modelling for the airline industry.
GSB represented Incident Catering Services in its leveraged buyout of GFP Enterprises and related entities. GFP is a nationally recognized leader in emergency response services, ranging from wild land firefighting and base camp support services to full incident management teams. The company has over 400 employees. GSB advised the buyer in all aspects of the acquisition and related debt and equity financing, including transaction structure and related tax implications, documentation for the acquisition and debt and equity financings, and due diligence.
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 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 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 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.
GSB represented Physicians Anesthesia Service (PAS), the largest group of anesthesiologists serving the Seattle area, in creating a newly formed partnership with U.S. Anesthesia Partners (USAP).
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.
Restructured business operations of U.S. company in furtherance of a public offering of stock.
- 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 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.
Ongoing representation of Saltchuk Resources, Inc. in various acquisition, divestiture and corporate matters.
Represented North Star Petroleum 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 Leader Creek Fisheries in its asset sale to the Canadian Fishing Company (Canfisco).
Represented Glacier Fish Company in various acquisitions and asset sales.
Company counsel to Benevia, Inc., in convertible note and Series A financings.
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 Predictus Biosciences, Inc. Series A preferred stock financing.
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).
- 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.
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.
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.
Represented a manufacturer of licensed novelties in its majority recapitalization by a private equity sponsor.
News & Events
- Alan Heller, Hillary Hughes and Joshua Bloomgarden Recognized in Super Lawyers' New York Metro Edition 2019 ListGSB Newsroom, 9.12.19
- GSB Newsroom, 7.5.19
- Oregon State Bar Bulletin, June 2019
- GSB Newsroom, 4.25.19
- GSB Newsroom, 3.25.19
- GSB Newsroom, 1.15.19
- GSB Newsroom, 1.2.19
- GSB Newsroom, 1.2.19
- GSB Newsroom, 11.7.18
- GSB Recognized on U.S. News – Best Lawyers® 'Best Law Firms' 2019 List; Earns Rankings in 40 Practice CategoriesGSB Newsroom, 11.1.18
- 28 GSB Attorneys Named to The Best Lawyers in America® 2019 List; Two Portland Lawyers Named ‘Lawyer of the Year’GSB Newsroom, 8.15.18
- Garvey Schubert Barer Expands Team Across Multiple Offices; Reflects Firm’s Commitment to a Diverse WorkplaceGSB Newsroom, 6.7.18
- GSB Newsroom, 5.3.18
- GSB Newsroom, 4.18.18
- Garvey Schubert Barer Launches New Practice to Help Companies Prevent and Respond to Workplace Misconduct IssuesGSB Newsroom, 3.13.18
- GSB Newsroom, 11.1.17
- GSB Newsroom, 8.31.17
- 30 GSB Attorneys Named to the 2018 The Best Lawyers in America® List; Three Lawyers Named ‘Lawyer of the Year’GSB Newsroom, 8.15.17
- GSB Newsroom, 7.11.17
- Garvey Schubert Barer Ranked Among Leading U.S. Firms in Chambers USA 2017 Guide; Four Practices and 12 Lawyers FeaturedGSB Newsroom, 5.26.17
- Portland Business Journal (subscription required), 4.20.17
- GSB Newsroom, 3.22.17
- Supply Chain World Magazine, 2.22.17
- Law360 (subscription required), 2.10.17
- GSB Serves as Special Government Contract Counsel to Salient CRGT for Its Recent Acquisition of Information Innovators, Inc.GSB Newsroom, 2.9.17
- GSB Represents Physicians Anesthesia Service in Its Newly Formed Partnership With U.S. Anesthesia PartnersGSB Newsroom, 2.9.17
- Food and Drink Magazine, Spring 2017
- GSB Press Release, 9.6.16
- Cannabis Business Blog, 4.1.19
- New U.S. Law on Foreign Investment Further Complicates Future Chinese Investments in the United StatesCross Border Business Law Blog, 8.13.18
- Cannabis Business Blog, 7.27.18
- The New BE-120: Mandatory Reporting of Foreign Transactions in Services and Intellectual Property – Upcoming June 29, 2018 DeadlineCross Border Business Law Blog, 6.22.18
- Cross Border Business Law Blog, 1.26.18
- Family Business Bulletin, 8.23.17
- Cross Border Business Law Blog, 1.30.17
- Cross Border Business Law Blog, 10.21.16
- Cross Border Business Law Blog, 10.6.16
- Cross Border Business Law Blog, 9.29.16
- Cross Border Business Law Blog, 1.14.15
- "Structuring and Protecting Business Investments in the United States," (for Asian investors), Globalaw Annual Members Meeting 2018Panel discussionDallas, TX, 10.24-27, 2018
- "Commercially Reasonable or Best Efforts: How Do the Standards Impact Your Contract?" Navigating the Trends in Commercial Contracting by WSAA-CLE and IACCMSpeaking engagementSeattle, 10.4.18
- Panel discussionPortland, OR, 9.27.18
- “Weed Tourism: What to Know Before Holding Cannabis Functions at Your Premises,” HLC Series 2.0 – Houston (The Hospitality Law Conference)Speaking EngagementHouston, TX, 4.12.18
- Investment Seminars in ChinaBeijing / Fuzhou / Shenzhen, China, 5.22.17 | 5.24.17 | 5.26.17
- Cannabis Business SeminarPortland, OR, 5.18.17
- Portland Business Journal, 9.21.18
- Puget Sound Business Journal, 7.27.18
- Radio & Television Business Report (subscription required), 3.10.17
- The Financial Manager, January/February 2017
- Radio & Television Business Report, Fall 2016
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