INTRODUCTION TO THE FIRM

Transcription

1 INTRODUCTION TO THE FIRM Lane Powell is a multi-specialty law firm. We have helped emerging and established businesses navigate the Pacific Northwest and beyond for more than 140 years. Respected clients from individuals to small businesses to multi-national companies turn to us for trusted legal counsel. In fact, Fortune 500 companies including Home Depot, Nike, Tesoro, Eli Lilly, Wells Fargo, Aetna and Nordstrom have named Lane Powell as one of the prestigious Go-To Law Firms of Top U.S. Companies by Corporate Counsel magazine. The Firm has been named Washington Firm of the Year and Oregon Firm of the Year by Benchmark Litigation. In addition, Lane Powell has been described as an excellent, full-service firm with bright people and lots of depth by Chambers USA: America s Leading Lawyers for Business. Furthermore, Lane Powell was recently named one of Washington s Best Workplaces by Puget Sound Business Journal and one of the 100 Best Companies to Work For in Oregon by Oregon Business magazine. With approximately 200 attorneys in offices located throughout Washington, Oregon, Alaska and London, England, we re thoroughly versed in the industries of the Pacific Northwest as well as the legal issues that face our clients on a regional, national and international level. Our practices are organized in three departments: Business, Employment and Litigation. We have depth in many specialized areas of law and are functionally-aligned into a number of cross-disciplinary industry groups. The narrative that follows describes key aspects of the services we offer. 1 The broad range of litigation matters that we handle includes complex litigation, securities, commercial cases, creditor-debtor and bankruptcy, employment, antitrust, health care, intellectual property and Internet.

2 BUSINESS DEPARTMENT Lane Powell attorneys provide a full range of business services to local, regional, national and international companies, as well as to individuals. Our clients benefit from the breadth of experience of one of the leading law firms serving the Pacific Northwest. Our inter-disciplinary approach has gained wide recognition for its effectiveness at satisfying the specific needs of each client by drawing upon attorneys skilled in particular legal practices. In fact, the Firm s business practice has been highly ranked in the U.S. News and Best Lawyers annual Best Law Firms survey. Aviation Both commercial airlines and business clients around the globe count on our attorneys to counsel them in the early stages of contemplating an aircraft purchase, through the aircraft-identification stage including evaluating the worldwide inventory of pre-owned aircraft executing the purchase and then accepting delivery of the purchased plane. Banking and Financial Services Banks, pension funds and other financial organizations look to Lane Powell for guidance with corporate, regulatory, investment, transactional and operational matters. 2 Clean Tech Businesses involved in clean energy, energy efficiency, electric vehicles and innovative clean technologies work with Lane Powell in establishing financing, technology licensing, intellectual property protection, regulatory compliance and project development. Construction Developers, contractors, project owners and design professionals in every facet of construction law, from negotiation to financing to litigation and dispute resolution, receive sound counsel from our attorneys. Corporate Finance and Securities Public and private companies and investors in start-ups, established business and Fortune 500 companies come to us for guidance in SEC matters, corporate governance and securities transactional activities. Franchising Franchisors and franchisees look to us for all aspects of the relationship, taking into account the legal and commercial realities of franchise arrangements.

3 Government Corporate, partnership and individual clients come to Lane Powell for administrative, regulatory and other governmental matters affecting their business objectives. Health Care National and regional health carriers, brokers, agents and associations seeking effective legal solutions to health care laws and regulations, as well as litigation activity, find experienced counsel at Lane Powell. Immigration Individuals and regional, national and international companies count on our attorneys for hearings, appeals and other immigration-related applications and transactions. Intellectual Property and Technology Developers, users, financers and others seek Lane Powell s guidance on patents, trademarks, copyrights, trade secrets, licensing and related intellectual property matters. International Business and Investment Foreign individuals and businesses investing into the U.S., and domestic individuals and businesses investing outside the country count on our experienced attorneys to guide them. Mergers and Acquisitions Public and private companies, investors, financial advisors, and hostile and friendly parties seek our counsel on matters such as takeovers, proxy contests, leveraged buyouts and related actions. 3 Real Estate and Land Use We provide sound guidance to developers, owners, lenders, contractors, brokers, insurers and others concerned with real estate development and land use, operations, purchases and sales, leasing and finance, and regulatory matters. Renewable Energy Independent power producers and wholesalers, project developers, investors, lenders and utilities look to us for energy financing and development, land use, permitting, real property rights, tax incentives, power sales agreements and dispute resolution matters. Retail Local, regional, national and international retailers, distributors and manufacturers count on our attorneys for organizational, operational and transactional matters, including trade regulation and customs matters. Startups and Emerging Companies We help new and high-growth companies with organizational legal matters, financing, intellectual property protection and ongoing business counseling.

4 Sustainability and Climate Change Our attorneys provide up-to-date guidance to businesses considering green products for reduced environmental impact, as well as companies striving to improve labor, supply chain, distribution and production practices in a sustainable manner. Taxation We provide counsel to domestic and foreign companies with business crossing international borders and international joint ventures located either inside or outside the U.S. Executive Compensation and Personal Planning Individual, partnership and corporate clients count on us for specialized tax, employee benefit and executive compensation matters, as well as wealth transfer and estate planning. 4

5 AVIATION LAW Lane Powell is one of the world s leading law firms focusing on aircraft transactions for both commercial airlines and business clients around the globe. Among the Firm s clients are: Several U.S. and foreign airlines. A number of Fortune 100, Fortune 500 and smaller companies who either own or are contemplating corporate aircraft. More than 200 individuals who own business-class planes as a lifestyle matter. Key domestic and foreign leasing companies involved with commercial aircraft transactions. A select group of banks offering leasing and related financial products for the airline industry. Engineering and manufacturing suppliers to Boeing or Airbus or both. Lane Powell s aviation law attorneys are skilled at counseling clients in the early stages of contemplating an aircraft purchase, through the aircraft-identification stage including evaluating the worldwide inventory of pre-owned aircraft executing the purchase and then accepting delivery of the purchased plane. 5 Lane Powell attorneys have experience negotiating purchase agreements with manufacturers and lenders to achieve advantageous terms for the Firm s clients. They also can negotiate maintenance service agreements with management companies to keep planes in good working order and even to supply the crews, when necessary. Commercial Aviation Law Half of Lane Powell s commercial aviation activity is international, with its attorneys frequently serving as lead counsel for a principal party to the transaction, either on the purchase or the financing of an aircraft. The Firm also regularly acts as local counsel for United States and Washington law. Lane Powell attorneys often advise foreign airlines and their financiers on all aspects of U.S. federal tax and aviation law, as well as the implication of U.S. bankruptcy and insolvency laws, and state commercial and tax law. They further assist in: Obtaining required Department of Transportation economic authority and Part 121, 129 or 135 operating authority from the FAA.

6 Advising individual and corporate aircraft owners and operators in regard to the operating structure for commercial charter or for private, not-for-hire transportation to comply with FAA regulations while meeting their business objectives. Counseling in the aircraft parts, maintenance and modification areas with contract, FAA compliance including obtaining Supplemental Type Certificates and financial issues. Lane Powell attorneys have served as principal counsel in transactions involving aircraft ranging from small general-aviation aircraft up to the Boeing and the Boeing 787 VIP aircraft. They also have advised aircraft operators and owners on issues involving domestic and international airlines operating rules and regulations, as well as on local airport and community noise restrictions. Business Aviation Law Lane Powell has earned a worldwide reputation for matching client requirements for seats-in-the-sky with the most advantageous aircraft and acquisition terms available. The Firm has long-standing relationships with knowledgeable aircraft brokers and financial institutions, enabling Lane Powell to find out what planes will be available and when, along with the ability to negotiate lease or purchase terms most advantageous for clients. Lane Powell has long been recognized as one of the world s leading law firms instrumental in aircraft transactions for business clients around the globe. Among its clients are: 6 Nike, Nordstrom, American Seafood, Trident Seafood and a number of other Fortune 100, Fortune 500, and smaller companies. More than 200 individuals who own business-class planes. Leading banks offering leasing and related financial products for the aviation industry. Lane Powell attorneys can walk clients or prospective clients through the acquisition process, and have been highly successful in locating new and suitable pre-owned planes handling every phase of the purchase process through delivery of the plane to the client s hanger. Aviation and Aerospace Litigation Lane Powell s skilled litigation attorneys have decades of experience representing aviation businesses in lawsuits. They work with aircraft and aerospace component manufacturers, airport authorities, airlines, suppliers, repairers and operators in all phases of tort and contract litigation, ranging from multi-district air disaster and class action cases, to contract and aviation insurance-coverage disputes, to slip-and-fall lawsuits. Lane Powell s Aviation Practice Group combines its substantial knowledge of the workings of the aviation and aerospace industry with top-notch litigation and trial skills to achieve the best possible outcomes, and provide the best possible advice to its clients.

7 Recent Transactions Some recent transactions handled by Lane Powell include: Negotiated purchase of two Boeing s for the prime minister of Japan to serve as primary governmental air transportation. Negotiated purchase of a Boeing 787 VIP business jet for a corporate client. Negotiated purchase of Boeing and jetliners for foreign-airline clients. Located and negotiated purchase of two pre-owned Boeing 757 jetliners for two individuals, with the transaction including installation of new engines and converting the craft from passenger to business-jet configurations. 7

8 CORPORATE FINANCE AND SECURITIES Lane Powell provides skillful and proven counsel to public and private companies from startups and emerging growth companies to the Fortune 500. Private and angel investors, venture capital firms and lenders also look to us for our guidance and breadth of experience in many of the Pacific Northwest s leading industries, such as: Apparel and footwear Banking Biotechnology Clean Technology Electronic Commerce Fisheries Food and Beverage Forest Products 8 Health Care Hospitality Insurance Internet Manufacturing Metals and Other Materials Renewable Energy Retail Software Technology Telecommunications Our corporate practice has been recommended by Chambers USA: America s Leading Lawyers for Business. Chambers sources say, The team has been invaluable to us. They have a strong knowledge of the inner workings of our business, our culture, and what we re trying to achieve. The quality of their work, timeliness, communications, and other aspects in almost every case have been superior.

9 Public Company Representation Our attorneys have extensive experience in all areas of regulatory compliance and disclosure under the Securities Act of We routinely advise public companies in preparing their periodic filings with the Securities and Exchange Commission (SEC), including annual reports, proxy statements, Forms 10-K, 10-Q and 8-K, press releases and other shareholder communications. We also regularly interface with the SEC regarding clients compliance and disclosure obligations. We guide companies, their directors and executives in connection with Rule 144 and Section 16 reporting obligations, and we routinely counsel public companies on: Compliance with Sarbanes-Oxley, Dodd-Frank and XBRL rules and regulations Responding to demands by shareholder activists Adopting insider trading policies and executive 10b5-1 trading plans Stock repurchase programs, including plans under 10b5-1 and VWAP Plans Dealing with shareholder proxy statement proposals Responding to SEC comment letters Requesting confidential treatment of materials filed with the SEC 9 Enterprise risk management and assessment Going-private transactions Takeover preparedness Corporate Governance for Public and Private Companies We regularly advise both public and private clients on a variety of corporate governance matters, including: Articles of incorporation, bylaws, shareholder and voting agreements, partnerships and limited liability company agreements, board committee charters, code of ethics and governance guidelines Implementing and executing annual director self-assessment process Director independence assessments Developing corporate policies responsive to governance-related exchange listing requirements and SEC regulations

10 Family and other closely-held businesses, including transition planning Shareholder disputes and dissident shareholder activism Developments in the majority vote, shareholder access and e-proxy initiatives Director and officer compensation practices and disclosures, including equity compensation guidelines The impact of, and compliance with obligations arising under, the Foreign Corrupt Practices Act Document retention policies Extensive Securities Transaction Skills Our broad securities transactional experience includes the issuance of securities in registered public offerings and private placements, including private placements in public equity (PIPEs) and IPOs, and follow-on offerings of both equity and debt securities. Representing issuers, underwriters and investors, our attorneys provide time-sensitive advice and guidance in complying with federal and state securities laws and other requirements, including: Compliance with the Securities Act of Blue sky law compliance SEC registration Dealings with rating agencies, trustees and stock exchanges Lane Powell attorneys counsel public and private companies in ongoing securities compliance in a manner tailored to meet the client s level of need, internal expertise and availa international business Businesses increasingly operate on a global basis and are subject to the regulatory laws of several countries. To meet the many needs of such businesses, Lane Powell provides a full range of legal services specfically to clients who have international activities. Lane Powell provides skilled legal representation in: Independent sales representative agreements Joint ventures and strategic alliances Licensing and other intellectual property transactions Distribution arrangements

11 Establishing, financing and operating of foreign branches and subsidiaries International business negotiations Structuring, acquiring and disposing of real estate investments Handling of international disputes Trade regulation Compliance with U.S. securities and export laws Immigration matters Trademark, copyright and other intellectual property All aspects of international and domestic tax law Lane Powell has broad experience in representing clients from many countries, including Canada, the United Kingdom, Japan, New Zealand, Hong Kong, Peoples Republic of China, Israel and Taiwan. Lane Powell s international business attorneys also advise numerous domestic clients in connection with their investments and business activities outside the United States. The Firm has language capabilities in more than 20 languages, including Spanish, French, German, Japanese, Chinese (Mandarin), Korean and Russian. 11 In addition to its international experience, Lane Powell has developed close working relationships with a number of quality law firms in major financial centers around the world. Such resources enable Lane powell to provide assistance to clients wherever their business operations or investments may take them. ble resources.

12 INTERNATIONAL BUSINESS Businesses increasingly operate on a global basis and are subject to the regulatory laws of several countries. To meet the many needs of such businesses, Lane Powell provides a full range of legal services specfically to clients who have international activities. Lane Powell provides skilled legal representation in: Independent sales representative agreements Joint ventures and strategic alliances Licensing and other intellectual property transactions Distribution arrangements Establishing, financing and operating of foreign branches and subsidiaries International business negotiations Structuring, acquiring and disposing of real estate investments 12 Handling of international disputes Trade regulation Compliance with U.S. securities and export laws Immigration matters Trademark, copyright and other intellectual property All aspects of international and domestic tax law Lane Powell has broad experience in representing clients from many countries, including Canada, the United Kingdom, Japan, New Zealand, Hong Kong, Peoples Republic of China, Israel and Taiwan. Lane Powell s international business attorneys also advise numerous domestic clients in connection with their investments and business activities outside the United States. The Firm has language capabilities in more than 20 languages, including Spanish, French, German, Japanese, Chinese (Mandarin), Korean and Russian. In addition to its international experience, Lane Powell has developed close working relationships with a number of quality law firms in major financial centers around the world. Such resources enable Lane powell to provide assistance to clients wherever their business operations or investments may take them.

13 MERGERS AND ACQUISITIONS Lane Powell attorneys are widely recognized throughout the Pacific Northwest for their skill and experience in handling corporate mergers, acquisitions, reorganizations and other business combinations. We have worked successfully with public and private companies, investors, financial advisors, bidders and targets, hostile and friendly parties, and other clients on: Negotiated stock, asset and merger transactions Tender offers Leveraged buyouts Proxy contests Going-private transactions Anti-takeover strategies and protections, including rights plans, poison pills and state control share acts Joint ventures and strategic alliances Divisive reorganizations 13 We offer experience that affords the ability to move quickly, and the insight to anticipate issues among the parties and reactions in the market. In fact, Chambers USA: America s Leading Lawyers for Business has recommended our practice calling us among the best in town and said we always offer the highest quality advice. Chambers sources described us as very sophisticated on the public company side and as a dedicated group of highly capable professionals who provide a broad range of legal services. In addition, we have been highly ranked in the U.S. News and Best Lawyers annual Best Law Firms survey for our work in mergers and acquisitions law. Effective Legal Service The combined skills and experience of our Mergers and Acquisitions attorneys offer a coordinated one-stop service for companies involved in transactions throughout the region. Each matter is staffed to match the complexity of the specific deal and to provide effective and efficient legal service. Broad Expertise Lane Powell s work on mergers and acquisitions often draws upon attorneys expertise in areas beyond corporate and securities laws, such as: Antitrust and other major controls (including Hart-Scott-Rodino) compliance

14 Federal, state and local tax planning ERISA Labor and employment Litigation and claims assessment Product liability Environmental compliance Real estate finance and leasing The Firm s attorneys are accustomed to operating as part of a team that includes client representatives, accounting and other professionals, and financial advisors involved in structuring and executing the transaction. 14

15 TAXATION The Tax Practice Group at Lane Powell assists clients with federal, state, local and international tax matters. We work closely with clients and their accountants to reduce taxes associated with business activities and significant transactions, and in the areas of tax review, compliance, reporting and controversy. The Firm s Tax practice has been highly ranked in the U.S. News and Best Lawyers annual Best Law Firms survey. Federal Tax Practice The Tax Practice Group advises clients on tax issues arising in connection with the formation and restructuring of business entities; the purchase or sale of assets; mergers, acquisitions, divestitures and other reorganizations; public and private financing; tax-credit subsidies; and a wide range of events that give rise to income or costs that must be accounted for. Our goal is to ensure that our clients have considered and utilized appropriate tax saving strategies in all of their affairs. We work with clients to resolve tax controversies with the IRS at the examination level, in administrative appeals and, when appropriate, in litigation. Our attorneys have represented clients in tax matters before the U.S. Tax Court and the Court of Federal Claims and in appeals to the Second, Ninth and Federal Circuits. 15 State And Local Tax Practice Lane Powell tax attorneys identify state and local tax saving opportunities for clients in their ongoing businesses. Our tax attorneys also assist with entity formation and structuring business transactions such as sales and acquisitions of businesses and real estate. Our expertise covers the full range of state and local taxes, including income, gross receipts, sales and use, estate, employment and special excise taxes. The Firm represents clients before the Oregon and Washington State Departments of Revenue in the course of audits, administrative appeals, interpretive procedures, and predeterminations of tax liability. We have achieved favorable results for clients in tax litigation in Oregon and Washington. International Tax Practice Lane Powell has considerable experience in dealing with the tax consequences of business and investment transactions that cross international borders. Members of the Tax Practice Group advise U.S. and foreign companies on structuring their business activities to minimize foreign and U.S. taxation.

16 Inbound: The Tax Practice Group advises non-u.s. individuals and business entities on the U.S. tax consequences of establishing, conducting, and terminating business activities in the United States. Services include the selection, formation, and capitalization of business entities, expatriation strategies and structuring of commercial operations. Outbound: Our attorneys assist clients with structuring non-u.s. investments and operations and making effective use of treaties to reduce the complexity and tax cost of doing business outside the United States. We work with clients to address such matters as withholding taxes, export incentives, foreign tax credits and branch profits taxes. Employee Benefits and Executive Compensation Lane Powell provides sophisticated and comprehensive advice to corporations, governmental entities, and multiemployer plans on a broad range of compensation and benefits matters. We prepare documents for and provide advice regarding the design, administration, and tax treatment of qualified retirement plans (including defined benefit plans, ESOPs, and profit sharing and 401(k) plans), non-qualified retirement plans (including deferred compensation plans, supplemental executive retirement plans, and excess benefit plans), equity compensation plans (including equity plans granting stock options and restricted stock, and phantom equity plans granting restricted stock units and stock appreciation rights), health and welfare plans (including fully insured and self-funded plans, cafeteria and flexible spending arrangements, multiple employer welfare arrangements, health savings accounts, and other plans), and other compensatory arrangements (including change-in-control agreements, long-term incentive compensation plans, and severance agreements). We have extensive experience dealing with the Internal Revenue Service, the Department of Labor, and the Pension Benefit Guaranty Corporation on matters involving benefit plans. We counsel our clients on matters involving corporate governance as well as their fiduciary duties under ERISA. We assist with disputes regarding employee benefit, equity, and other compensation claims, including litigation for ERISA and non-erisa plans and arrangements. 16 Charitable and Tax-Exempt Organizations We assist nonprofit corporations with obtaining and maintaining tax-exempt status, and we provide advice on project financing (including financing benefiting from federal and state tax credits), ownership structure for charitable and for-profit activities, joint ventures with for-profit businesses, unrelated business taxable income and tax-exempt financing. We have substantial experience with public/private partnerships and advising tax-exempt clients on governmental relations issues. Trusts and Estates Lane Powell has an active trusts and estates practice. Our attorneys focus on estate planning, estate and trust administration, and charitable gift planning for high net worth individuals and business

17 owners. We work closely with clients to understand their estate planning goals, then meet those goals by working collaboratively with the client s other advisors to provide innovative, tax-sensitive solutions. Many of our clients own interests in closely held businesses, and we work closely with those business owners to ensure that their estate plans are tailored to address their unique business succession concerns. Our attorneys have extensive experience in all facets of estate and trust administration, including preparation of transfer tax returns and representation of clients before the IRS in gift and estate audits. Several attorneys in our group focus their practice on trust and estate dispute resolution. We regularly represent fiduciaries, beneficiaries, and family members in contested matters before the courts or in alternative dispute resolution proceedings, such as arbitration or mediation. We recognize the important role that philanthropy plays in many clients plans, and our attorneys frequently provide advice on the formation and administration of private foundations, split interest charitable gifts and donor advised funds. 17