CARNEY CARNEY BADLEY BADLEY SPELLMAN SPELLMAN. Estate Planning and Probate. Estate Planning and Probate. Seattle 701 Fifth Office Avenue, Suite 3600

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1 Estate Planning and Probate CARNEY CARNEY BADLEY BADLEY SPELLMAN SPELLMAN Seattle Office Seattle 701 Fifth Office Avenue, Suite Seattle, Fifth Washington Avenue, Suite Seattle, Tel: (206) Washington Tel: (206) Committed to exceptional client service and professional excellence, the lawyers of Carney Badley Spellman, P.S. strive to provide the best legal counsel to our clients. The diverse backgrounds of our attorneys provide our clients with a team of experienced legal counselors, skilled at developing effective and efficient solutions to a wide variety of legal issues in a multitude of industries and settings. With a focus on the Pacific Northwest, we serve individuals and businesses of all types and sizes, from closely-held companies to Fortune 500 corporations. Peers and industry press recognize Carney Badley Spellman lawyers as among the Best Lawyers in America, Super Lawyers and Top Attorneys in a variety of lists and publications. Carney Badley Spellman is also recognized as one of Puget Sound s Best Places to Work. Estate Planning and Probate Carney Badley Spellman s Estate Planning, Trusts and Probate Practice includes drafting wills, revocable trusts, irrevocable trusts, qualified personal residence trusts, grantor retained annuity trusts, gifting, education or care funds for family members, powers of attorney and health care directives. We help plan for full utilization of the federal and Washington state estate, gift and generationskipping transfer tax exemptions. Carney Badley Spellman attorneys assist with succession planning for closely-held and family-owned businesses. We develop a plan with executives and business owners to identify successors to own and manage the business or to plan for its disposition. We then prepare documents, including wills, trusts, buy-sell agreements and related agreements, to clearly define and effectuate the owner s wishes so that they can be implemented after the owner s retirement or death without subjecting the family or the business to an unknown situation. Carney Badley Spellman attorneys also help clients to transfer assets in a probate matter in a timely and efficient manner. This includes the preparation of all court filings and, where necessary, federal and state estate tax returns. In addition, our lawyers represent estates and beneficiaries in audits by the Internal Revenue Service and the Washington State Department of Revenue.

2 Page 2 Estate Planning and Probate Services Our Experience Our probate practice is designed to complete the disposition of clients assets in a timely and efficient manner. Our practice includes the preparation of all court filings and, where necessary, federal and state estate tax returns. We also represent estates and beneficiaries in audits by the Internal Revenue Service and the Washington State Department of Revenue. Wills and Trusts Both wills and revocable trusts are devices one can use to provide for the distribution of an estate at death. Deciding whether a will or a revocable trust best fits your needs depends on your circumstances. A revocable trust is a popular alternative to the traditional will, but in Washington, wills are generally used because of the streamlined probate system. If real property is located in another jurisdiction, a title holding revocable trust is often recommended to avoid ancillary probate in the other state. Business Structures Our attorneys review business formations and assist in the reorganization of business ownerships to preserve family wealth, retain ownership in the family and reduce estate tax liabilities. This includes creating family limited liability companies (LLCs) or family trusts. Charitable Plans Charitable giving programs make it possible for clients to contribute and be active within organizations by setting up foundations and charitable trusts. Our estate planning practice includes drafting wills, revocable trusts, irrevocable trusts, qualified personal residence trusts, grantor retained annuity trusts, gifting, education or care funds for family members, powers of attorney, health care directives and directives regarding funerals and disposition of remains. We help plan for full utilization of the federal and Washington state estate, gift and generation-skipping transfer taxes. Now with a stand alone Washington estate tax planning must take into account not only federal transfer tax exemptions, but also the Washington tax in order not to waste exemptions or incur taxes that could otherwise be deferred or reduced. Estate and Trust Administration Our attorneys assist personal representatives and trustees in the administration of probate estates and trusts. The practice includes preparation of state and federal estate tax returns, tax audits, transferring assets and sales of assets. Fiduciary Responsibility Our attorneys assist fiduciaries in administration of estates and trusts for the benefit of the beneficiaries. Guardianship We advise clients and prepare documents relating to limited or general guardianships and the powers and responsibilities of the guardian. Irrevocable Trusts Our attorneys assist in creating trusts for use of the gift tax annual exclusion ( Crummey Trusts ), irrevocable life insurance trusts, qualified minors trusts, children s and grandchildren s trusts, grantor retained annuity trusts ( GRATs ) and intentionally defective grantor trusts ( IDGTs ). Estate Planning

3 Life Insurance Planning and Trusts Our services include ownership, beneficiary designations and irrevocable life insurance trusts to avoid estate taxation of life insurance death benefits. Living Revocable Trusts Our attorneys draft living trusts that allow you to control the distribution of your estate. This enables you to transfer ownership of your property and assets into the trust. You can serve as the trustee or select a person or an institution to be the trustee. The advantage of a living revocable trust is that you can avoid probate because the trust owns the assets, at the grantor s death, not the decedent s estate. Only property in the deceased s name must go through probate Page 3 Powers of Attorney/Healthcare Directives We draft durable general powers of attorney enabling you to appoint one or more persons (attorneyin-fact or agent) to manage your financial affairs and property, either now or in the future. When you make a durable power of attorney for healthcare, you can give your healthcare agent as much or as little power as feels comfortable to you. Our attorneys are here to assist you in recording what authority can be made for your health care should you become unable to make those decisions yourself. A healthcare directive expresses your wishes regarding artificial life support and use of heroic means to prolong your life if you are unable to communicate your desire. Probate Administration Probate administration services include having the will admitted to probate (or an intestate administration commenced if there is no will), appointment of personal representatives, inventory of assets and liabilities, preparation of the Washington and federal estate tax returns if required, dealings with the IRS and Department of Revenue, transferring assets and making final settlements. Estate and Trust Litigation Unfortunately, on occasion, there are will contests and other disputes involving the validity, interpretation or administration of a will, probate estate or trust. Our attorneys represent personal representatives (executors) of estates, trustees and beneficiaries in these matters. We strive to find acceptable settlement options, but if necessary, our attorneys are prepared to litigate the matter in court. Succession Planning Closely-held and family-owned businesses must address the future of the businesses after their founders or current management s retirement or death. Proper succession planning is imperative to ensure the transfer of the business. Our estate planning attorneys understand the legal, financial and personal complexities in this important matter. We develop a plan with executives and business owners to identify successors to own and manage the business or to plan for its disposition. We then prepare documents, including wills, trusts, buy-sell agreements and related agreements, to clearly define the owner s wishes so that they can be implemented after the owner s retirement or death without subjecting the family or the business to an unknown situation. Tax-Exempt Organizations Our attorneys serve the legal needs of a wide variety of nonprofit organizations, including charitable organizations, trade associations, private foundations and charitable trusts. Services include structuring and formation of tax-exempt and nonprofit entities, obtaining exemption determination letters from the IRS and advising clients on a day-to-day basis about a wide range of non-profit tax

4 Page 4 Attorney Bio DEAN V. BUTLER Dean V. Butler, a principal, joined the firm in Mr. Butler was formerly a shareholder at the Seattle law firm of Stokes Lawrence, P.S. and a member of Foster Pepper, PLLC, also in Seattle. He concentrates his practice in the areas of federal and state taxation, trusts, estates, probate and estate planning. Mr. Butler counsels individuals, families, and businesses on income tax; estate and gift tax; state tax; transfer, wealth, and succession planning; and business structures. He also handles probate and trust matters, and works with charitable trusts and tax exempt organizations. rneylaw.com Page 7 carneylaw.com Page 3 Page 3.com Page Page 4 Mr. Butler holds an LL.M. in taxation and a certified public accounting certificate. He has been named by Washington Super Lawyers magazine as one of the top attorneys in Washington State for each of the years , and was listed in Top 100 Washington Super Lawyers since In addition, he has been listed in Best Lawyers in America for each of the years , for the specialty of Trusts and Estates. Honors and Recognitions Mr. Butler was recognized by Seattle Metropolitan Magazine as one of King County s Top Lawyers He has been awarded an AV Preeminent rating by Martindale- Hubbell. This rating is given to attorneys who demonstrate the highest ethical standards and professional ability. Education New York University School of Law (LL.M. Taxation, 1980); Santa Clara Law (J.D., summa cum laude, 1979); Seattle University, (B.A., summa cum laude, accounting, 1976). Admitted to Practice and Certifications Washington State, U.S. Court of Appeals - Ninth Circuit, U.S. Tax Court, U.S. Court of Federal Claims, U.S. Court of Appeals - Federal Circuit, U.S. District Court - Western District of Washington; holder of Certified Public Accountant Certificate. Contact Info Phone: (206) butler@carneylaw.com

5 Attorney Bio SUSAN S. SCHALLA Susan Schalla, an associate, joined Carney Badley Spellman in Her practice focuses on business matters, including negotiation and drafting of a wide variety of contracts; mergers and acquisitions; and federal taxation issues. She also has substantial experience representing tax-exempt organizations and advising clients on governance best practices Page 5 Ms. Schalla was previously an associate with the law firms of Davis Wright Tremaine and Bingham McCutchen. During law school, Ms. Schalla completed a specialization program in corporate law. Ms. Schalla holds a LL.M. in Taxation from New York University. Publication Co-author: Corporate Governance Implications of Nonprofit Executive Compensation, American Health Lawyers Association (Washington, D.C.), March 2009 Association Member of the Tax Section of the Washington State Bar Association Education BA, University of Chicago, 1997 JD, University of California at Los Angeles School of Law, 2003 LL.M. New York University (Taxation), 2006 Admitted to Practice Washington State, 2006 California, 2003 Contact Info Phone: (206) schalla@carneylaw.com

6 Page 6 Attorney Bio JON M. SCHORR Jon M. Schorr, a principal, joined the firm in Mr. Schorr was formerly a partner with Williams, Kastner & Gibbs PLLC and, prior to that, Heller Ehrman White & McAuliffe. He holds a CPA certificate and practiced with the tax department of Arthur Andersen & Co. for seven years prior to entering the practice of law. Mr. Schorr concentrates his practice primarily in the area of business transactions, with a strong emphasis on the tax issues inherent in any business restructuring. He regularly consults with clients concerning the tax impacts of the structuring of business entities and in restructuring of business organizations through mergers, acquisitions, reorganizations, divestitures and liquidations. He has also been involved with the development of numerous compensation packages, including the adoption of qualified and non-qualified stock option plans, restricted stock programs, phantom stock plans and stock purchase plans. In addition, he has handled numerous matters before the Internal Revenue Service and the Washington Department of Revenue. He has represented major industrial plant owners in property valuation cases with county tax assessors and argued numerous Business and Occupation tax and sales tax disputes before the Washington Board of Tax Appeals. Honors and Recognitions Mr. Schorr has been named by Washington Super Lawyers magazine as one of the top attorneys in the state for each of the years , and has been listed in Best Lawyers in America since Mr. Schorr was recognized by Seattle Metropolitan Magazine as one of King County s Top Lawyers Mr. Schorr has been awarded an AV Preeminent rating by Martindale-Hubbell. He also received in Roger l. Stouder Award in This award was given in recognition of the recipient s dedication to his community, his exceptional skills in the field of taxation law and his display of professionalism. Education Ohio State University Moritz College of Law (J.D., cum laude, 1968); Ohio State University (B.S., 1962). Admitted to Practice and Certifications Washington State, U.S. District Court - Western District of Washington; holder of Certified Public Accounting Certificate. Contact Info Phone: (206) schorr@carneylaw.com Page

7 Other Firm Services Business Carney Badley Spellman has an extensive Business Group that focuses on closely-held middle-market businesses and emerging businesses. We are committed to providing our clients with practical, costeffective advice designed to add value to their businesses. We can assist you in developing strategies to minimize your risk in this ever-changing economy and help you to align your corporate and business goals. We offer you advice and counseling regarding daily operations including corporate governance and compliance, commercial contracts, employment law, finance, mergers and acquisitions, tax and estate planning. We act as general counsel and advise management, directors and owners about the full range of legal and regulatory issues facing them in their industries. In addition, we offer management, financial and strategic planning advice to emerging companies. We regularly assist in pre-ipo planning, executive compensation and option plan issues Page 7 Construction Our Construction Practice Group represents all segments of the construction industry, including public and private owners, developers, general contractors, subcontractors, suppliers, design professionals, shipyards and insurance carriers. We work with our clients regarding land use development, property acquisition and permitting for development. We further work with our clients in drafting and negotiating construction contracts, subcontracts and purchase orders. We handle all types of disputes, including claims for additional compensation, defective construction, bid protests, errors and omissions claims, best value procurements, lien and bond claims and insurance coverage. We have experience with pile driving projects and heavy civil construction for infrastructure projects such as tunnels and bridges. In the event of a dispute, Carney Badley Spellman has significant experience successfully resolving the matters in mediation, arbitration and trial. Government Affairs Carney Badley Spellman s Lobbying Group has extensive experience in several industries, including construction, engineering and architectural services, insurance, banking, health care, telecommunications and technology and transportation. News articles in The Olympian, the Seattle Weekly, and the Spokesman-Review have described our lobbying practice as top-tier and highpowered, and have recognized Carney Badley Spellman as the state s mega-lobbying firm. Our clients receive first-class representation, advice and access to key decision makers on a variety of public policy issues. In addition to guiding each client through the legislative and regulatory process, we provide a range of other services as part of the management and development of a successful government affairs program. These services include public disclosure consulting, political action committee management, media relations, managing ballot measure campaigns and legal research and advice.

8 2014 CarneyLaw.com Page 8 Other Firm Services (Continued) Real Estate Carney Badley Spellman s Real Estate Practice Group can assist you with all facets of real estate development and ownership including sales and acquisitions, loan structuring, capital formation and planning, workouts, commercial leasing, property management, land use, construction and development issues and even litigation if necessary. In addition, we have experience with bankruptcy, receivership and distressed properties, condemnation and unlawful detainers. We represent purchasers, sellers, developers, owners, landlords, tenants and lenders. We always seek to provide pragmatic counsel and efficient service to assist you with your project. Carney Badley Spellman also has attorneys that are LEED certified professionals. Our attorneys practicing in the areas of real estate, construction and land use are able to assist our clients in achieving their green building goals. Litigation Carney Badley Spellman has a broad Litigation Practice Group. The firm has a long-standing relationship with the insurance industry and has an established expertise in defense of tort claims and resolution of insurance coverage issues. Our attorneys have defended numerous class actions. Several of our attorneys focus their practice on construction law, real estate litigation, employment law, contract litigation, toxic tort and criminal law. In addition, the firm has a strong appellate practice group. Our attorneys provide research, briefing and oral argument of writ applications, post-trial motions and civil and criminal appeals in state and federal courts. The principal attorneys in our Appellate Advocacy Group have more than seventy-five years combined experience arguing appeals in the state and federal appeals courts. They have won groundbreaking victories in the Washington Supreme Court and the United States Court of Appeals for the Ninth Circuit. Victories for our clients have been earned in the Pacific Northwest, and from Alaska to Florida.