James W. Minorchio. Introduction. Principal

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1 James W. Minorchio Principal T F jminorchio@riddellwilliams.com Introduction James Minorchio is a principal and senior member of the firm s Corporate Transactions and Finance practice group. His practice focuses on transactions that involve federal tax issues. He holds a LL.M. in Taxation law from the University of Florida and also chairs the firm s Tax Practice Group. Jim represents Washington State corporations in a broad range of contract negotiations and general business matters. In particular, he assists clients with tax-free and taxable mergers and acquisitions as well as corporate finance transactions. He offers a special depth of experience working with limited liability companies, limited liability partnerships and nonprofits. He holds an undergraduate degree in business. In his corporate practice, Jim represents clients in the health care, food and beverage, maritime, and banking and insurance industries. He has worked closely with a number of clients for more than 30 years. He serves as chief outside counsel to Fran s Chocolates, Ltd. Jim also maintains a significant U.S. and international estate planning practice for business executives and business owners. He offers added value by ensuring the smooth transition of business ownership from one generation to the next. In his tax practice, Jim counsels businesses and nonprofit organizations regarding U.S. federal and international income tax issues and guides them through complex tax audits and appeals. He has represented clients with operations in Canada, the United Kingdom, France, Portugal and Australia. Jim has additional experience representing publicly traded banks and bank holding companies and insurance companies before federal and state regulators. Riddell Williams P.S. - page 1

2 Representative Matters Structus Building Technologies, Inc., a manufacturer of innovative, high-performance drywall corner solutions, 2015 sale to CertainTeed Gypsum, lead tax lawyer representing Structus. Harbor Properties, Inc. and Harbor Properties Investors 2012, sale to Urban Partners LLC, lead tax lawyer representing Harbor. International tax planning for Australia insurance businesses entering the US market Yakima Waste Systems, Inc., sale to Waste Connections, Inc. 2008, lead tax lawyer representing Yakima Waste. Redhook Ale Brewery 2008 Red Hook Ale Brewery (Nasdaq: HOOK) merger with Widmer Brothers Brewing Company, lead tax lawyer representing Red Hook. Emeritus Assisted Living 2007 Emeritus Corporation (NYSE: ESC) $231 million tax-free merger with Summerville Senior Living, lead tax lawyer representing Emeritus. Premier Industries 2007 $160 million sale of Building Systems and Insulfoam divisions to Carlisle Syntec, a subsidiary of Carlisle Companies Inc. (NYSE: CSL), lead tax lawyer representing Premier. Puget Energy (NYSE: PSD) 2006 $275 million sale of InfrastruX Group, lead tax lawyer representing Puget Energy. Tudor Foundation 2005 $54 million tax-exempt bond offering, lead counsel for borrower in conduit financing Muir Milach Inc Sale of Rights to Bering Sea Aleutian Islands Pollock $15.5 million. Absorption Corporation 2003 $3 million tax-exempt bond offering, co-lead counsel for borrower in conduit financing Freeman Welwood & Co. Inc Sale of Stock of Freeman Welwood to Bankmont Financial Corp. $97 million, lead tax lawyer representing Freeman Welwood. Tegic Communications, Inc $300 million tax-free merger with AOL for $300 million, lead tax lawyer representing Tegic. Riddell Williams P.S. - page 2

3 Tudor Foundation 1998 $56 million tax-exempt bond offering, lead counsel for borrower in conduit financing Tudor Foundation 1997 $7 million tax-exempt bond offering, lead counsel for borrower in conduit financing Education LL.M., Taxation, University of Florida School of Law, 1983 J.D., Seattle University School of Law, cum laude, in 1982 B.A., Foster School of Business at the University of Washington, cum laude, in 1979 Bar and Court Admissions Washington U.S. District Court for the Western District of Washington U.S. Tax Court Professional and Community Involvement Member, Board of Trustees, ACT Theatre American Bar Association - Corporate Tax Group, Tax Section King County Bar Association - Tax Lawyers Transactional Group Member of the Archdiocese's Planned Giving 3Committee (since 1986) Seattle Foundation designee to the Board of the George Hardgrove Foundation Providence Health & Services Planned Giving Committee (since 2005) Childhaven, past member of the Board of Trustees School Board of the Catholic Archdiocese of Seattle, past President United Cerebral Palsy Association of King & Snohomish Counties (Provail), past Board of Directors member Awards and Unique Recognition Riddell Williams P.S. - page 3

4 Ranked Band 3 in 2016 by Chambers & Partners USA America's Leading Lawyers for Business Named one of Seattle's "Top Lawyers" by Seattle Magazine Martindale-Hubbell Peer Review Rated lawyer, Named a Five Star "2016 Seattle Financial Service Professional" award winner Recognized as Washington Super Lawyer by Super Lawyer Magazine Peer reviewed rating of AV Preeminent by LexisNexis Martindale-Hubbell Avvo Rating of 10.0 Superb James W. Minorchio *Peer review Rated Lawyer of AV Preeminent 5.0 out of 5.* *AV Preeminent and BV Distinguished are certification marks of Reed Elsevier Properties Inc., used in accordance with the Martindale-Hubbell certification procedures, standards and policies. Martindale-Hubbell is the facilitator of a peer review rating process. Ratings reflect the anonymous opinions of members of the Bar and the Judiciary. Martindale-Hubbell Peer Review Ratings fall into two categories - legal ability and general ethical standards. Presentations and Publications Riddell Williams P.S. - page 4

5 Author, "Lawsuit Challenges Washington State Department of Revenue's Assessment of Intangible Assets," RW State and Local Tax News Alert, 2014 (PDF) Author, "Limited Liability Companies: Relations of Members to Third Parties," Washington Partnership Law and Practice Handbook, 2010 Author, "Partnerships and Limited Liability Partnerships: Relations of Partners to Third Parties," Washington Partnership Law and Practice Handbook, 2010"Limited Partnerships: Relations of Partners to Third Parties," Washington Partnership Law and Practice Handbook, 2010 Author, "Washington Business and Occupation Taxes," WSMA Reports, 1990 Speaker, "Limited Liability Companies," Limited Liability Companies: The Entity of Choice in Washington conference, 1995 Personal One of Jim s most gratifying legal projects involved assisting with the legal work behind creation of the Seattle Chapter of the I Have a Dream Foundation (now, The Tudor Foundation), which works with students in underresourced public schools. Outside of the office, Jim is an avid University of Washington Husky Football fan. Riddell Williams P.S. - page 5

Peer Review Ratings - Dr Martindale Hubbell

Peer Review Ratings - Dr Martindale Hubbell Bruce T. Goto Principal T 206.624.3600 F 206.389.1708 bgoto@riddellwilliams.com Introduction Bruce Goto is a principal with Riddell Williams and a senior member of the firm s Corporate Transactions and