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Portland

Portland
3400 U.S. Bancorp Tower
111 S.W. Fifth Avenue
Portland, OR 97204
T: 503.224.5858
F: 503.224.0155

Notable Experience

Represented national bank in $50 million revolving loan to major commercial real estate developer.
Represented the claimant in an arbitration proceeding involving claims arising out of a contract to build and supply large cranes for Coast Guard vessels. The case was arbitrated in Wisconsin and resulted in an award exceeding $1.4 million for the client, which was the bulk of its claims.
Obtained reversal on appeal of $1 million jury verdict on counterclaim for breach of contract.
Obtained summary judgment for bank on $16 million breach-of-contract claim.
Obtained court approval for receivership to take possession of and collect rents from self-storage facility.
Represented broker-dealer against claims for violation of federal and state securities laws arising from respondent's securities lending business. Claimant sought damages of over $50 million plus attorney fees. After five days of hearings, panel granted summary award for respondent and awarded it $287,000 in attorney fees and costs.
Represented a national bakery owner in claims against the project architect and other parties for defective design of a bakery addition. Total claims exceeded $1.3 million. The case was tried to a jury, which awarded a verdict in favor of the client together with recovery of attorney fees.
Represented broker-dealer in appeal from pretrial dismissal of negligence claims. Oregon Supreme Court concluded that the broker-dealer did not have a special relationship with investor that permitted assertion of tort claims.
Successful defense of wrongful death case arising in products liability case, including recovery of attorney fees. Client: Defendant URS Electronics, Inc. Claims: Wrongful death, loss of consortium, strict liability, and negligence claims arising from the distribution of two-way radio components containing phenolic resins which plaintiff claims caused him to contract Mesothelioma. In this “new wave” asbestos case, we cross-claimed on behalf of the distributor against radio manufacturers GE, RCA, Motorola, and Raytheon based on indemnity in contribution . . . breaking the traditional practice among asbestos defendants to unite. We also filed a motion for summary judgment against plaintiffs, which was heard by the court on the “eve” of trial. The court granted summary judgment to URS alone and dismissed the multi-million dollar claims against URS. Claims against insurers resulted in reimbursement of defense costs.
Represented defendant in appeal of $1 million judgment based on jury verdict. Court of Appeals reversed judgment and remanded for new trial.
Coauthored amicus brief in Doe v. Medford School District, addressing public-entity rights as property owner and employer and state statutes concerning concealed weapons.
U.S. District Court, District of Oregon (CV 09 1185 MM). The Honorable Michael Mosman granted our client temporary restraining orders in Oregon and federal courts, and preliminary injunction enforcing covenant not to compete and covenant not to use or disclose trade secrets (2009), directed defense of defendant's claim for declaratory relief filed in California.
Obtained verdict in favor of franchisee for violation of the Oregon Franchise Act and breach of contract.
Represented the parent corporation of a window manufacturer that supplied curtain walls and window systems to a large condominium project. The general contractor and a subcontractor sued for over $4 million, alleging repair costs and extra-work claims arising out of the window systems. The case also involved insurance coverage disputes for construction-defect claims. This case was successfully settled for the client.
Represented the bankruptcy trustee of a general contractor that had a large claim against the California Department of Transportation for delays, disruption, and extra costs on a bridge project in southern California. The claim was arbitrated in California and resulted in a large award for the client.
Claims of bad-faith bankruptcy filing were dismissed, enabling Greater Bay Bancorp to proceed with collection efforts on multimillion-dollar debt, and sanction judgment was entered against debtor and debtor’s counsel. The judgment is one of the largest sanctions imposed against a lawyer in the history of the court.
Prosecution of multimillion-dollar construction-defect and lost-profits claims against contractors for defective electrical service to high-tech manufacturing facility. (2000-2001)
Successful defense of homeowners association board and the recovery of costs and attorney fees in the face of multimillion-dollar claims. Recovered more than $1 million in attorney fees and costs and disbursements. Plaintiff’s motion for preliminary injunction was denied. Claims against Rippling River Association and its board included breach of fiduciary duty, breach of state statutes relating to homeowners association and master plans, and violation of homeowners association articles and bylaws. The case involved an effort by minority members to take over the board of a homeowners association and recover millions of dollars in damages and attorney fees based on, among other things, failure to obtain proper membership vote for change in voting procedures and election of directors.
Defended reimbursement district against writ of review and court of appeals challenges.
Represented electric utility in defense of $80 million claim challenging increase to industrial users electric rates. Court of Appeals affirmed trial court's dismissal of all claims.
Obtained dismissal of complaint alleging $80 million in damages due to increase in electric rates.
Obtained summary judgment for employer on marital status discrimination claim.
Represented Louisiana-Pacific (respondent) on appeal from defense verdict in claim by State of Oregon for restitution of costs of suppressing forest fire.

Successful defense of board member, including recovery of costs and attorney fees in the face of multimillion-dollar claims for breach of fiduciary duty and related derivative claims. On the first day of trial, after several days of evidentiary hearings, personal damage claims against Ann Widmer (independent director) amounting to more than $6 million were dismissed with prejudice. The court ruled that Ms. Widmer was entitled to mandatory indemnification by the corporation, H. Naito Corporation. Claims included breach of fiduciary duty, derivative claims, and recoupment of attorney fees and costs paid for indemnification against Ms. Widmer and another independent director in connection with a lawsuit by minority shareholders based on breach of fiduciary duties and oppressive conduct.

Represented utility in defense of employment discrimination lawsuit. Summary judgment for utility affirmed on appeal.
Successful defense of designer of logistical materials plant from multimillion-dollar claims, including recovery of multimillion-dollar counterclaim. After two summary judgment motions and a motion in limine were granted in favor of defendant, Menlo Logistics, Inc., claimed damages were reduced from in excess of $6 million to less than $900,000. Claims included breach of contract, breach of good faith and fair dealing, fraud, and negligent misrepresentation. Menlo Logistics, Inc., obtained summary judgment on claims that, with accrued interest, amounted to in excess of $1.2 million. In the face of claims against it in excess of $6 million, our client, Menlo Logistics, Inc., recovered just under $1 million.
Multimillion-dollar recovery arising from negligence/breach of warranty claims against an architectural firm. Obtained multimillion-dollar recovery during the course of a mediation that involved breach of contract, negligence, and breach of warranty against a Boston architectural firm arising from incomplete and uncoordinated drawings in connection with the renovation of the Masonic Temple and construction of the Mark Building, the new home of the Portland Art Museum. Representation of the museum additionally included resolution of multimillion-dollar contractor and subcontractor claims (which were resolved for less than 30 percent of the principal amount of the claims) and avoiding payment of any costs or attorney fees.
Complete recovery of more than $2 million building damage claim caused by roofing fire at middle school, plus fees. Trial and appellate claims against roofing contractor’s excess insurance carrier, including successful assignment of the contractor's claims against its excess liability insurer.
Represented Portland School District discrimination claim before Oregon Supreme Court in which the Court upheld school district's practice.
Successful defense of federal court action to recognize and enforce arbitral award rendered by a provincial Chinese arbitration institution. Foreign arbitration awards are enforceable in the United States under the New York Convention and their enforceability is difficult to challenge. Defended on the basis of lack of due process because all communications from the arbitral proceeding were in Mandarin, a language that the client did not know. This was a very significant decision nationally and internationally.
Represented defendant in multimillion-dollar lawsuit alleging claims for breach of contract, defamation, and intentional interference with economic relations, which ultimately resulted in a dismissal of all claims.
Represented a hospital owner in design-defect litigation against the structural engineer and other designers of a large parking garage structure. The garage had experienced deflection of concrete slabs, cracking of concrete, and settlement of footings. Total claims were about $1.2 million, and were successfully settled following a mediation process.
Obtained favorable result from adversary proceeding for title insurance and bank clients regarding priority dispute involving equitable subrogation issues.
Successful recovery for school district on extensive scheduling delay, cost, and defect claims against general contractor during and after construction of new elementary school. Obtained arbitration award over $1 million and successfully defended court challenge to award. 
Represented Springfield School District (appellant) in appeal from judgment for defendant in public records act case.
Obtained $1.4 million arbitration award and permanent injunction based on claims for corporate raiding, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, and breach of contract.
Represented broker-dealer in lawsuit alleging that broker-dealer and its registered representative failed to follow instructions and recommended inappropriate investments. District court granted client's motion for partial summary judgment and dismissed claims for negligence, breach of fiduciary duty, and violation of Oregon Unfair Trade Practices Act.
Injunctions entered allowing Tonya Harding to skate in the 1994 Winter Olympics and 1994 World Figure Skating Championships. Claims included breach of contract, breach of good faith and fair dealing, and injunctive relief.
Represented the general contractor in defense of a claim filed by the mechanical contractor concerning a boiler and underground piping project at a college. The claim was for approximately $1.5 million for extra work, delay, and disruption, and was successfully settled.
Obtained multimillion-dollar recovery in which excerpted video deposition admissions and electronic and PowerPoint visual aids were used to convince insurance adjusters of their exposure. Claims included negligence and breach-of-contract claims against architects, an owner’s representative, a general contractor, and subcontractors arising from the defective design and construction of the WorldMark at Gleneden Resort.
Obtained judgment for United States National Bank of Oregon for substantially all amounts sought by it and obtained defense verdict on various lender liability counterclaims seeking consequential damages in excess of $6.5 million.
Represented defendant in consumer class action lawsuit alleging violations of the Fair and Accurate Credit Transactions Act.
Filed successful amicus curiae briefs for Associated General Contractors and others before Oregon Supreme Court to clarify important ruling on Oregon’s anti-indemnification statute governing construction contracts.
Coauthored amicus brief in Washburn v. Columbia Forest Products concerning intersection of Oregon Medical Marijuana Act and federal law pertaining to controlled substances.
Represented a general contractor bidding a large environmental remediation project for the State of Oregon. The contractor's bid was declared nonresponsive and rejected for technical errors. A protest was filed, and the State reversed its decision and awarded the contract to the client.
Obtained federal district court judgment dismissing New York Convention challenges to multi-million dollar ICC arbitral award involving Belgian client's chemical manufacturing facility.
Multimillion-dollar recovery in the largest construction-defect case in the history of the state. Case involved claims of negligence, breach of contract, and breach of warranty. Representation of the Resort at Seaside against a general contractor and some 28 additional subcontractors, architects, designers, vendors, and material suppliers. Case complexities included dealing with condominium association rights and complex insurance and coverage issues.
Brought 120-day mandamus action against the City of Beaverton for a cell tower siting application. Obtained mandamus and approval for cell tower.
Represented hotel developer as lessee in 20-year ground lease upon which developer constructed a major hotel at the Portland International Airport.
Prepared, and obtained IRS approval of, correction of operational failure of 401(k) plan spanning numerous years under which certain employees had not been properly enrolled, allowed to make elective deferrals, or credited with employer contributions.
Assisted client in acquiring existing energy distribution operations from multiple sellers. This work included negotiating asset purchase agreements, leases, and financing documents, reviewing due diligence, and troubleshooting deal-threatening legal issues.
Obtained defense verdict in federal district court and 9th Circuit of admiralty collision case on basis of Act of God where similarly situated blue water bulk carriers were held liable for significant property damage to Columbia River docks and manufacturing facilities, reported as Weyerhauser v. ATROPOS ISLAND, 777 F2d 1344.
Defended development of an 82-unit mixed-use affordable housing development in Medford, Oregon.
Obtained summary judgment for university in lawsuit asserting state-law age discrimination claims.
Represented secured trade creditor with security interest in accounts receivable and aircraft in Chapter 11 case of aircraft manufacturer.
Advised client with respect to the use of state and federal tax incentives related to the development of an alternative energy project. Issues included ownership structure, conversion of incentives to equity, related tax concerns, and application for incentives.
Represented unsecured creditors’ committee in negotiating confirmed Chapter 11 plan for group of aluminum smelters and aluminum manufacturing businesses.
Obtained Department of Commerce scope ruling removing trademarked manufactured products from scope of long-standing anti-dumping order, despite existing contrary scope ruling purporting to cover the same products.
Advised Northwest tribes on real estate, land use, and regulatory requirements to breach federally permitted dikes and allow tidal inundation of lands to facilitate salmon habitat restoration.
Successful Stockholm Chamber of Commerce product liability property damage arbitration on behalf of Beijing truck manufacturer under the U.S. Convention on the International Sale of Goods.
For both public and private employers, Jeff has arbitrated grievance disputes involving discharges, lesser forms of discipline, unsatisfactory work performance, contract violations, duties and assignments, and wages and benefits. His public sector work includes interest arbitrations. And he has handled numerous unfair labor practice proceeding for both public and private employers, involving issues such as arbitrability, deferral, blocking charges, interference, discrimination, bad faith bargaining, unilateral changes and contract violations.
Represent leading national architecture firms in contract negotiations for major construction projects and claim disputes.
Joelle assists clients with correcting retirement plan defects under the IRS's Employee Plans Compliance Resolution System. She also helps clients correct fiduciary breaches under the DOL's Voluntary Fiduciary Correction Program. Joelle has also represented clients in DOL and IRS audits of their employee benefit plans.
Represented bankruptcy trustee in appeal of preference case, leading to new law on the issue of how the ordinary course of business defense to an alleged preference applies to first-time transactions between a debtor and a creditor, and how the defense applies to restructuring agreements.
Presented, testified on, and helped amend Oregon's Business Energy Tax Credit program and other financing mechanisms for renewable energy projects.
Recovered in excess of $7 million for contract purchasers of real estate, moorages, and marinas. Successful jury verdicts in Oregon and Washington.
Recovered in excess of $2 million for furniture manufacturer and retailer. Successful jury verdict.
Successful claim regarding sale of interests in real estate as constituting securities.
Successful defense of partners in alleged breach of partnership agreement involving in excess of $30 million.
Recovered $15 million in breach-of-contract, successor liability, fraudulent transfer, and corporate piercing action arising out of sale of business. Settled after eight days of jury trial in federal court.
Obtained summary judgment in breach-of-contract and tort claims brought by former student against university.
Participated as a Steering Committee member on behalf of Sherwood School District, a service provider in the concept plan area.
Represented secured lender in commencing federal receivership of one of the world’s largest distributors of building materials and wood products.
Assisted with site due diligence and acquisition, and local permitting for construction of a new bus parking facility in Tualatin.
We represented Craft Brew Alliance, Inc., in the acquisition of privately held Kona Brewing Company in exchange for a combination of cash and restricted shares valued at $14 million.
Assisted a biotechnology client with a merger into a larger affiliated company. Our work included performing due diligence to identify potential risks, determining the scope of the businesses' patent rights in valuable technology, and preparing merger documents and corporate filings related to the transaction.
Assist a variety of clients in the due diligence of buying, selling, and foreclosing on real property and businesses that involve contaminated property, including reviewing and revising Phase I and II and other environmental reports, and reviewing, drafting, and negotiating terms and conditions in contracts, leases, purchase and sale agreements, and access agreements to minimize clients' environmental liability as buyers and sellers of businesses and real property.
Assists plan sponsors with their cafeteria plans and component benefit programs. Prepares plan documents and advises plan sponsors about cafeteria plan administration and applicable legal requirements, including determining reimbursable medical and dependent care expenses and responding to election change requests.
Assisted large cellular companies and tower provider companies with both urban and rural cell tower siting.
Assisted local community college in recovering cleanup costs from neighboring property owner.
Assisted cities and counties with amendments to their home-rule charters.
Researched and contributed to briefing on a class-action challenge to the constitutionality of Executive Order 13769, relating to the immigration and travel ban of individuals from predominantly Muslim countries to the United States. This was a pro-bono matter.
Iván researched and contributed to a briefing on a class action challenge to the constitutionality of Executive Order 13769, relating to the immigration and travel ban of individuals from predominantly Muslim countries to the United States. This was a pro-bono matter.
Advised multinational pulp and paper, manufacturing, food processing, and investment companies on complex Clean Air Act issues, including global climate change, new source review requirements, new source performance standards, routine maintenance exemptions under the prevention of significant deterioration regulations, the national emissions standards for hazardous air pollutants, determination of appropriate control technology, and odor-control regulation.
Assisted small businesses in resolving alleged industrial stormwater permit violations during the notice period to avoid costly litigation.
Jeff has served as chief spokesperson in both the public and private sectors. In the private sector, Jeff has handled negotiations for employers in wood products, paper products, rubber, transportation and delivery and construction. He has represented cities, counties, and special districts, in bargaining agreements for general wall-to-wall units and fire, police, parole and probation officers, 9-1-1 operators and juvenile detention workers.
Represent several public entities on design and construction contracting for new facilities or expansion projects, including bond capital facilities expansion projects, and litigation for defects and claims.
Challenged the U.S. Forest Service's refusal to allow for a minor boundary line adjustment of two parcels in the Columbia River Gorge in GLW Ventures, LLC v. Department of Agriculture in federal court and before the Gorge Commission.
Assisted industrial client with multimillion-dollar claim against a contractor that damaged plant equipment when performing contracted services, causing four-day shutdown of operations.
Defended a multimillion-dollar claim related to a contract for the design and development of aircraft in three-week arbitration proceeding.
Assisted international manufacturing corporation to evaluate and defend claims that a custom product was not fit for a customer’s particular purpose.
Prepared easements to address client access, maintenance, utility, and use needs.
Assisted client in designing, negotiating, and drafting a complex compensation agreement for an incoming senior executive, taking into account federal limitations on nonqualified deferred compensation.
Represented several plaintiff trusts with claims against multiple defendants related to receivership of Capital Consultants. Participated in extended mediation to create the framework for a settlement. Thereafter, participated in numerous complex settlement discussions with various major defendants. Settlements ultimately resulted in substantial recoveries for plaintiff trusts.
Negotiation of design and construction contracts for affordable housing projects over many years, resulting in dozens of successful housing construction projects and renovations across Oregon.
Represented homeowners in week-long arbitration involving multiple construction defects related to siding, flashing, windows, roof, and retaining walls.
Assisted owner with project contract closeout, payment disputes, and defective-work claims with respect to multimillion-dollar theater project.
Assisted a multinational engineering firm in resolving claims asserted by a municipal wastewater commission related to the design and construction of a biosolids irrigation facility.
Prosecution of extensive multimillion-dollar construction defect and design claims for coastal resort property to successful mediation.
Successfully closed $215 million syndicated credit facility for tribe and tribal enterprise to expand tribal casino and build hotel and resort and handled ongoing issues between bank and tribe. Handled contracts with architects, contractors, and other construction-related vendors, addressed unique bonding and security issues related to tribe’s unique status as sovereign, and negotiated ongoing construction-related relationships through fast-track construction from design to occupancy. Handled negotiations with local government for utilities and other issues. Handled franchise and other agreements for businesses locating in resort, contracts with vendors, gaming and liquor-related licensing and regulatory issues, and other tribal casino resort-related matters.
Represented a consumer products company from angel financings to approximately $20 million in investment by private equity funds. Along the way, we assisted with trademark protection, employment matters, and a wide range of business relationships.
Represented a university in a campus extension project that included cleanup and redevelopment of a downtown Seattle industrial site into mixed-use building for campus use. Contamination came from dry cleaners, carpet cleaning, dye works, and metal electroplating.
Represented real estate developer in conversion and rehabilitation of warehouse building located in Pearl District in Portland, Oregon. Services included representation on acquisition, financing, conversion of building to condominium, leasing of ground-floor retail space to restaurant and other retailers, and sale of penthouse condominium units.
Prepared and negotiated key documents for multi-tranche convertible debt offering for privately held, early-stage company.
Assisted a group of adjacent property owners with annexing properties to Oregon City.
We help enforce copyright and trademark rights for a client with substantial intellectual property assets. Our work includes investigating and analyzing potentially infringing activities, recommending business-appropriate strategies for enforcing and preserving the client's intellectual property rights, and implementing those strategies.
Managed due diligence process, prepared letter of intent, and negotiated and prepared acquisition agreement and all other transaction documentation in $30 million strategic acquisition of target corporation effected through an exchange of shares by private-equity-backed company, with simultaneous negotiation of new credit line terms from our client’s principal lender.
Successfully represented board of homeowners association for golf course and resort in derivative action. Also obtained insurance proceeds from directors and officers liability insurer in related federal coverage case.
Assisted common shareholder in obtaining a multimillion-dollar recovery against preferred shareholders arising out of claims that the preferred shareholder and others breached fiduciary duties owed to the common shareholders by selling the company in a manner that destroyed common shareholder value.
Successfully represented multistate client before multiple levels of state courts in an appeal of a state corporate income tax assessment. Case involved complex issues related to apportionment of income, administrative procedure, statutory and regulatory interpretation, and constitutional limits on state taxation.
Assisted client in $70 million cross-border acquisition of multinational, multifacility industrial equipment manufacturer.
Drafted hundreds of international sales contracts, standard form international terms and conditions, product distribution or "channel" agreements, custom foreign manufacturing agreements, foreign country agency agreements, "ex-pat" employee agreements, and foreign-invested joint venture agreements for variety of industries including technology, wood products, heavy equipment, solar energy, pharmaceuticals and medical supplies, food products and pet food, alcoholic beverages, and agricultural products.
Handled numerous cross-border discovery disputes, including recent successful defense of broad-based document discovery orders affecting a European religious entity alleged to have a United States presence.
Prepared two recent Customs petitions for clients experiencing product seizure and penalties, with the result of 100% and 90% penalty decreases, respectively. One of these results was particularly difficult to obtain because the client had in fact violated registered intellectual property rights with products it had manufactured in China for U.S. sales.
Represented national bank in deed-in-lieu transaction in which residential developer conveyed multiple subdivisions to bank and made substantial payment in exchange for release.
Negotiated civil penalties for accused employee of admitted long-term FCPA violations where company paid over $10 million in fines and entered into multi-year compliance consent decree.
Action seeking $15,000,000 for fraud, negligent misrepresentation, and breach of fiduciary duty. Successful jury verdict.
Defended private landowner in a condemnation action involving condemnation of a portion of landowner's mixed-use, master-planned property for a new highway. Included takings in five different zoning classifications and associated damages to remainder property.
Represented secured creditor in commencing state-court receivership proceeding to reopen closed dental practice with more than a dozen employees and sell practice as going concern, preserving significant value over liquidation value.
Assisted private clients in drafting, negotiating, and passing development agreements for major projects in Hillsboro and Bend, including related agreements for creation of location improvement districts, provision of water service, system development charge credits and waivers, and transportation improvement timing and development responsibility.
Represented local developer on development of multiuse condominium in southeast Portland.
Represented local developer on development of residential condominium located on Belmont Street in southeast Portland.
Represented university on real estate issues (e.g., land acquisition and leasing) in connection with development of satellite healthcare campus in Hillsboro, Oregon.
In state court action for disability and family leave discrimination and retaliation, where the plaintiff claimed $250,000 in damages and attorney fees, we filed a motion to dismiss the case and served highly focused discovery requests, causing the plaintiff to agree to dismiss his case with prejudice with no recovery, no costs and no attorney fees. Judgment of dismissal was entered less than 60 days after the complaint was filed, with minimal cost and disruption to the client.
Obtained jury verdict in favor of employer in lawsuit asserting disability discrimination, workers’ compensation discrimination, and violation of whistleblower statute.
Obtained summary judgment ruling dismissing case by university instructor in which court determined that in-class speech was not protected under the Constitution because it was not speech made as an employee on a matter of public concern.
Prepares plan documents for various employment benefits, including defined benefit and defined contribution retirement plans, group health plans, cafeteria plans, and health flexible spending arrangements, and amends them for required law or plan sponsor-requested changes. Prepares and updates SPDs, and all types of required notices to plan participants.
Condemnation of a new access for Durham Elementary School over neighboring property; obtained permit for major modification of a conditional use.
Helped a company in the electronic health records field negotiate key software agreements and customer contracts.  We also advised this client regarding board policies, employment agreements, and a lease for new headquarters.
Assisted in enacting, defeating or substantially modifying dozens of legislative and regulatory proposals for various clients relating to bank collateral and banking services for cannabis transactions, tax and tax credit conflicts, franchise laws, fuel taxes and fees, biofuels, greenhouse gas and other air toxic emission programs, solar, wind and other renewable energy incentives and agency streamlining.
Managed defense of entity and owner against state environmental and county land use enforcement proceedings and assisted in acquiring, planning, and transferring operations to industrial park property.
Advised clients, ranging from heavy equipment and metal manufacturers, pulp and paper, seafood processors, lumber, chemical, investment, fuel, and property development and management companies, to financial institutions, tribes, and public entities (such as educational institutions and local governments), as well as nonprofit organizations, on the investigation and remediation of single-party and multiparty sites, including Superfund sites listed on the National Priority List, with the goal of obtaining a no-further-action determination, and defended them in allocation process and enforcement actions to minimize environmental liability. Extensive experience includes conducting investigation and remediation in remote, rural settings, including remote Alaska locations, and mitigating potential claims of VOC groundwater contamination and vapor intrusion concerns.
Conducted environmental due diligence for investor in a Portland area cleanup and construction of upscale shopping mall on a landfill, which had a Conditional No Further Action letter requiring building ventilation of methane from landfill.
Represented seller of vacant contaminated property in cleanup and in litigation, obtaining 100 percent cost recovery for costs of cleaning up old service station site. Site was redeveloped into new service station.
Assisted Portland developer in establishing food cart pod as legal non-conforming use on residentially zoned parking lot.
Presented, testified on, and amended biofuels legislation.
Arbitrated lumber sales contract dispute between United States buyer and sellers from Russia and Austria to successful resolution before International Arbitration Centre of the Austrian Federal Economic Chamber.
Negotiation of several design and construction contracts, including for The Captain Michael King Smith Educational Institute, Evergreen Aviation & Space Museums, large-format theater, and related facilities. Successful litigation and settlement of construction claims and audits relating to certain projects.
We have successfully assisted families in planning and implementing their plans to transfer their business to the next generation. This has included, where appropriate, formulating equivalent gifts to children who are not active in the business by integrating sophisticated estate planning techniques. Our focus in these engagements is frequently to minimize estate and gift taxes and to ensure the successful long-term viability of the enterprise, all with an eye toward helping our clients achieve their personal vision for themselves and for the future of the business.
Trained public company's employees located in the United States, Asia, and Europe on the U.S. Foreign Corrupt Practices Act ("FCPA") and export controls, including antibribery and books-and-records aspects of the FCPA, and end-use, denied-parties, embargo, and antiboycott restrictions related to U.S. export controls.
  • Represented investment advisory firm and broker in defending claims in FINRA arbitration involving variable annuities. Secured favorable settlement on the eve of arbitration hearing.

  • Defended investment advisor in FINRA arbitration proceedings arising from sale of tenant-in-common investments.
Successfully represented fire district in a civil service appeal brought by a demoted firefighter. The civil service commission initially reversed the demotion and ordered reinstatement. On appeal to the circuit court, obtained an order remanding the matter to the commission for rehearing, which resulted in the commission upholding the fire district's decision.
Assisted client with structuring and settling up a holding company to own and managed energy distribution operations across multiple states. This work included negotiating a complex limited liability company operating agreement and intercompany loan and management agreements.
Assisted school district client with formation of a park and recreation district to assume school aquatic facilities.
Handled lease negotiations for three tenants on three separate office leases, all located in the Fox Tower in downtown Portland, Oregon.
Prepared franchise agreement for client launching new franchise venture, including key terms of trademark license and business operations requirements. Prepared disclosure and registration documents required to comply with federal and state franchise disclosure and registration laws.
Obtained dismissal of lawsuit by college instructor concerning comments made to media.
Negotiation and modification of complex construction contract for large new hospital and related facilities.
Assisted board of directors of regional financial institution in defending against recall efforts. Defended litigation against board of directors and organized special members' meeting at which recall vote occurred. Following failure of recall efforts, assisted in organization and conduct of regular members' meeting involving contested directors' election.
Investigated and prepared on behalf of a company owned by five Middle Eastern sovereigns claims against the United States government of over $10 million for services rendered in connection with the Iraq war.
Assists plan sponsors with navigating through the numerous federal laws that apply to their group health plans, including health care reform, ERISA, Medicare Part D, COBRA, HIPAA portability and privacy, USERRA, and satisfying Internal Revenue Code nondiscrimination rules applicable to self-insured health plans.
Assisted a number of small local companies to grow their businesses through franchising. Helped clients analyze impact of franchising and prepare and file disclosure documents.
Defended a hops farm in federal RCRA corrective action cleanup; and advised multinational pulp and paper, manufacturing, lumber, and chemical companies, and fuel station operators on financial assurance requirements, treating, transporting, and disposing of hazardous waste, including transportation through international boundaries, hazardous and solid waste determination, generator requirements, and sale of contaminated properties.
Recovery and corporate governance changes arising from two federal cases filed in the Western District of Oklahoma. Local newspaper reported the cases resulted in the largest recovery in the more than 140 year history of the law firm. Cases involved claims by a 50 percent shareholder against another 50 percent shareholder arising from claims for breach of contract, breach of good faith and fair dealing, breach of fiduciary duty, and waste and mismanagement.
Represented secured creditor in multistate related bankruptcy cases, including obtaining appointment of Chapter 11 trustee in California case.
Assists plan sponsors with HIPAA privacy and security compliance, from reviewing and negotiating HIPAA business associate agreements to updating privacy and security policies and counseling plan sponsors about complying with individual rights.
Assisted nonprofit developer in rehabilitation of a historic building and converting it into affordable housing. Gave advice with respect to structuring the multiple sources of financing. Assisted in negotiations regarding and documentation of bank financing and investment by equity investor.
Represented secured lender in obtaining relief from stay and abandonment of collateral from Chapter 11 case, foreclosure, and receivership of property to handle land use issues pending foreclosure.
Represented hospital in contract interpretation arbitration concerning layoff/recall provisions resulting in arbitration decision in favor of hospital’s implementation of layoff.
Worked as part of a team to prepare a master plan for submission to Oregon City for a regional hospital's main campus.
Assisted Portland Community College in the development and implementation of its 2000, 2008, and 2017 bond program expansions, including land use, construction contracts, property acquisition, and election law issues.
Represented the main contractor in a major munitions cleanup project at a closed military training facility. The quantity of buried munitions on site greatly exceeded the projections provided by the government, leading to extra work and claims. The matter was successfully settled following a multiple mediation process.
Represented the owner/developer of a large multiuse project in defending multiple construction lien claims filed by the general contractor as well as many subcontractors. At one time, there were over 20 liens filed against the project exceeding $8 million. At the same time, we prosecuted a breach-of-contract claim against the general contractor for over $3 million. The entire case was successfully settled using a mediation process.
Assisted large developer with negotiating with city to include approximately 700 acres in the city's urban growth boundary.
Assisted property owner with negotiating with city to include approximately 40 acres into the city's urban growth boundary.
Obtained summary judgment for university in lawsuit brought by a state employee seeking indemnity for costs he incurred in defending a sexual harassment lawsuit.
Recovered $7.35 million verdict after three-week jury trial in state court for breach of independent contractor agreement.
Assisted business owner with city and county negotiations with respect to transitioning existing juice processing operation from farmland location to new industrial site in the city.
Represented lessor in long-term ground lease of land in industrial park to industrial user.
Defended industrial landowner in Clackamas County against design review appeal by citizens participation organization.
Assisting industrial landowner in Washington County with preparing 42 acres for sale, including site evaluation, rezoning, public infrastructure planning, and negotiation with local government in preparation for development agreement.
Assisted owner of large industrial property in reconfiguring and repackaging property for sale, including annexation, zone change, partitions, and property line adjustments.
Successful settlement resolution of state court insurance coverage recovery action against multiple national and international insurers for multinational manufacturer named as a potentially responsible party in the ongoing extensive Portland Harbor cleanup. As a part of that proceeding, obtained an antisuit injunction prohibiting insurers from continuing with a duplicative action brought by them in another state seeking a declaratory judgment of no coverage. Coverage was sought for the client under insurance policies of predecessor companies that had owned the client's current Portland facility within the Portland Harbor cleanup study area.
Aggressively pursues available insurance coverage for the investigation and cleanup of contaminated sites and assessment and remediation of Natural Resource Damages under historical comprehensive general liability or excess liability policies, as well as environmental impairment liability policies.
We aggressively pursue available insurance coverage for the investigation and cleanup of contaminated sites and assessment and remediation of Natural Resource Damages under historical comprehensive general liability or excess liability policies, as well as environmental impairment liability or cost overrun policies.
Recovered more than $50 million from multiple insurance companies involved in the Archdiocese of Portland bankruptcy.
Successfully defended aircraft manufacturer against $100 million claim for breach of design and development agreement in four-week arbitration.
Assisted a medical technology client in acquisition of an international entity. Prepared all transaction documents, reviewed due diligence, and negotiated terms of acquisition with seller's counsel.
Prepared international supply, manufacturing, private-label, agency, and distribution agreements for a wide variety of clients in industries including food, wood products, heavy equipment, medical devices, and technology.
Represent national/international Internet service provider to prepare and negotiate design/build and conventional construction contracts for data farms and facilities nationwide.
Represented medical office in claims of sexual harassment and retaliation, resulting in summary judgment for employer.
Obtained jury verdict in favor of institution of higher education in Multnomah County Court lawsuit asserting claims potentially infringing on institution’s discretion in academic matters.
Represented hospital in just cause determination concerning discipline of long-term employee resulting in arbitration decision upholding dismissal.
Represented institution of higher education in just cause arbitration with no progressive discipline for performance based dismissal, resulting in arbitration decision upholding determination based on finding of gross negligence in performance.
Assisting Seaside School District with evaluating options for relocation of schools and school facilities outside the tsunami zone. The work includes evaluation of property purchases, urban growth boundary expansion, annexation, natural resource issues, master planning, and land use permitting.
We have experience in formulating and implementing plans to transition business enterprises to key employees, by full or partial purchase. Focusing on a smooth transition, often including the creation of key employee incentive and retention programs, we have helped clients create plans that minimize income taxes, maintain full control by the current owner, and set the stage for a successful transfer.
Serve as general land use counsel for national home builder in gaining entitlements for residential developments throughout the Portland metropolitan area.
Investigated and prepared for privately-held agricultural industry leader eleven simultaneous Prior Disclosures to Commissioner of Customs covering approximately 27,000 import entries at 33 ports valued at over $800 million.
Advised company on environmental permitting in Oregon and represented company in dispute over investigation and cleanup costs for legacy contaminated site.
Testified on and amended legislation authorizing a low-carbon fuel standard. Continue working with ODEQ on draft administrative rules for the program.
Design and construction counsel for Northwest United States facilities for the leading developer of computer processors and related technology. Assist with preparation of contracts for construction and expansion of large fabrication facilities under extreme design and construction conditions.
Represented landlord on all leases in lease-up of industrial/flex space development located in Gresham, Oregon.
Assisted numerous lending institutions and finance companies with land use due diligence on complex developments in foreclosure.
Wrote, prepared, and successfully secured passage of legislation and administrative rules for the benefit of clients in such areas as tax law conflicts, mortgage broker liability, and retail internet taxation.
Acted as foreign counsel representing multi-national medical equipment manufacturer in several litigated contract disputes in Caracas, Venezuela and Bogota, Colombia.
Represented national bank in multiple loan facilities to residential developer totaling in excess of $35 million.
Represented provider of psychiatric services as lessee in long-term ground lease of land and purchase of building located thereon for use as psychiatric residential facility.
Represented landlord in long-term lease of former public school to operator of private school.
Assisted client in $39 million acquisition of manufacturer.
Prepared master planning ordinance for Oregon City, which is currently in use.
We assisted a medical device company with executive compensation matters, formation of a joint venture, distribution and supply agreements, and a preferred stock financing of approximately $12 million from a venture capital fund.
Chaired committee that developed the transition legislation following Metro charter amendment changing from a Metro executive to manager/council form of government.
Converted mobile home park to residential planned unit development. Defended approval at the Land Use Board of Appeals and the Oregon Court of Appeals.
Represented trustee in Chapter 11 case of mortgage lender, including resolution of tax issues under 11 USC § 505(a) and various adversary proceedings filed by secured lender against trustee and by trustee against former majority shareholder.
Represented national bank in multiple loans (revolving loans, construction loans, and term loans), totaling in excess of $50 million, to prominent commercial real estate developer and investor.
Negotiated resolution of a USD $50 million long-term supply contract dispute between a United States/German supplier and a Belgium-based product purchaser in a specialty industry.
Obtained No Further Action determination from the Oregon Department of Environmental Quality (DEQ) for an industrial site adjacent to the Columbia Slough waterway, and resolved cleanup and NRD liability for Slough sediments through simple cash-out settlement with DEQ. The Slough settlement was largely funded by other parties that were brought into the settlement process so that our client paid a very small share.
We obtained a No Further Action letter at a former community college campus that had oil contamination and dry well noncompliance issues. Site then was redeveloped into a shopping mall. We also assisted in purchasing and mitigating risks associated with contaminated properties that were redeveloped to expand campus. The properties included a junkyard and gas stations.
Assisted client in obtaining a No Further Action letter from DEQ for an uplands soil cleanup in 2007, with no further site action warranted provided that the site cap remains in place. The unused industrial site was within the Portland Harbor Superfund Site boundary and had been used for railcar cleaning and repair operations for decades and had PAH and arsenic contamination. The property is now cleaned up, vacant, and on the market for sale.
We obtained a No Further Action letter for a cleanup at an old electric site that had significant groundwater issues.
Assisted developers with obtaining permits for access to state highways.
Represented secured creditor in state-court receivership and bankruptcy case of fuel distributorship, including liquidation of assets.
Assisted client in developing an equity incentive plan for its employees. The plan provides for the possibility of many types of awards, including incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, stock units, and performance awards.
On behalf of both executives and employers, Jeff has advised parties about restrictive covenants in business transactions, employment contracts and severance arrangements and litigated both injunction and damage actions resulting from alleged violations.

Jeff has defended employers in state and federal court in wrongful discharge, discrimination and harassment claims throughout his career and continues to handle such work and routinely counsels employers about such matters both in routine personnel decisions and the development of handbooks and policies.
Oversaw management of patent portfolios and preparation of and revised patent applications and responses to office actions.
Works closely with plan sponsors as she reviews and negotiates plan sponsors’ agreements with a variety of service providers, such as third-party administrators and investment managers.
Assisted property owner with approval of 43-lot residential planned unit development on 12 acres.
Represented the Garden in obtaining a conditional use permit to expand the Garden's leasehold and add new structures and facilities. Successfully defended the expansion approval at the Land Use Board of Appeals.
Prosecution of claims against contractors and insurers arising from casualty losses during construction projects at various school buildings; defending against contractor and subcontractor claims arising from capital improvement construction contracts.
Complete recovery of more than $2 million building damage claim caused by roofing fire at middle school, plus fees. Trial and appellate claims against roofing contractor’s excess insurance carrier, including successful assignment of the contractor’s claims against its excess liability insurer.
Participated in all stages of preferred stock offering to private equity investors, to raise funds for privately held medical technology company. Prepared legal sections of offering memorandum, confidentiality agreements, revisions to letters of intent, stock sale agreement, investor rights agreement, registration rights agreement, right of first refusal agreement, and other transaction documents.
The Benefits Team prepares individually-designed plan documents and SPDs for all types of deferred compensation and health and welfare plans. We prepare profit sharing plans, 401(k) plans, money purchase pension plans, traditional defined benefit plans, cash balance plans, 403(b) plans, 457(b) plans, nonqualified plans, cafeteria plans, health flexible spending arrangements, DCAPs, HSAs, severance plans, EAPs, educational assistance plans, trust agreements, medical reimbursement plans, and wrap-around plans. We prepare defined contribution plans with varying features, including safe-harbor 401(k) plans, automatic enrollment, and Roth contributions. We prepare all types of employer contribution formulas, including integration with Social Security, new comparability, and age- and service-weighted formulas. We monitor law changes and keep the plan documents up-to-date. We prepare all types of notices to participants, including 204(h) notices, QDIA notices, safe harbor notices, automatic enrollment notices, benefit forms, COBRA notices, certificates of creditable coverage, Medicare Part D notices, and privacy notices.
Provided legal services for a major amendment to a conditional use master plan for a combined elementary/middle school campus in Portland.
Represented consumer products company in financing transactions involving approximately $20 million investment by private equity funds.
We helped a publicly traded bank holding company raise funds in a series of private placement transactions. Our work included preparing the necessary corporate and securities filings.
Helped landowner navigate Washington's site assessment and cleanup programs.
  • Defended manufacturer of building products in Oregon state-court strict product liability action involving roof shingles. Case was resolved on the first day of trial. 
  • Defended commercial engine manufacturer in Washington state-court action involving allegations of breach of implied and express warranties and spoliation in connection with the alleged failure of the engine. 
  • Defended commercial engine manufacturer in Washington state-court action involving allegations of negligent manufacture of a diesel engine. 
  • Defended manufacturer of respirator in asbestos action. 
  • Defended manufacturer of pacemaker in products liability action alleging defective manufacturing. 
  • Defended manufacturer of ATVs in product liability action alleging defective design and repair. 
  • Represented automobile manufacturer in products liability action alleging that the automobile was defectively designed and manufactured. 
  • Defended manufacturer of building products in product liability and breach of warranty arbitration. Obtained dismissal on the first day of arbitration.
Defended manufacturers against claims based on alleged product defects and failure to warn.
Completed prohibited transaction excise tax filing for taxes resulting from the failure to timely deposit elective contributions.
Assisted the District with numerous property purchases and sales, including land use and real estate due diligence and transaction negotiation.
Successfully represented nonprofit client in an appeal of the denial of its property tax exemption.
Counsel for design and construction of Providence’s capital construction projects. Preparation and negotiation of master and individual contracts, and resolution of claims from projects.
Advice to U.S.-based higher education institutions on foreign country requirements for providing college-level classes and degrees, establishing subsidiaries abroad, and handling employment relationships, including contract negotiations and drafting.
We represented Bank of the Northwest in its acquisition by Pacific Northwest Bancorp in a transaction valued at $125 million in exchange for a combination of cash and SEC-registered stock.
We assisted Columbia Banking System, Inc., in acquiring a community bank valued at $60 million in exchange for a combination of cash and SEC-registered stock.
We assisted West Coast Bancorp in acquiring a community bank valued at $25 million in exchange for a combination of cash and SEC-registered stock.
We assisted Pacific Financial Corporation in its acquisition of BNW Bancorp, Inc., in exchange for SEC-registered common stock valued at $21 million.
We represented privately held Widmer Brothers Brewing Company in a merger with Redhook Ale Brewery, Incorporated, in which Widmer shareholders received SEC-registered stock valued at $50 million.
We assisted Barrett Business Services, Inc., in a $33 million follow-on underwritten offering of common stock.
Represented purchaser of two Class A high-rise office buildings in downtown Portland on two separate transactions. Services included advice on environmental and other due diligence, review of leases, negotiation of purchase and sale agreement, and issuance of opinion to lender.
Won summary judgment in U.S. district court dismissing race discrimination claims against major employer. U.S. Court of Appeals for the Fifth Circuit affirmed summary judgment in favor of employer.
Defended brokerage firm against $1.5 million raiding claim. After one week of arbitration, claimant rested and the panel granted brokerage firm’s motions dismissing all claims.
Represented golf course in dispute with developer over fraudulent misrepresentations concerning housing and financial partner.
Structure leases and land purchases for commercial cardboard and paper manufacturers.
Helped LLC clients with recapitalization efforts, including preparing offering memoranda and amending governing documents.
Performed environmental due diligence and assisted developer with old rail yard site in downtown Portland that was cleaned up and redeveloped for low-income housing and commercial and mixed use.
Represented debtor as special counsel for insurance issues in Chapter 11 bankruptcy case. Obtained settlement of insurance claims, which funded debtor’s Chapter 11 plan.
Represented school district in religious-freedom claims brought by student represented by American Center of Law and Justice.
Assisted wind and solar developers in obtaining multimillion-dollar tax credits from the Oregon Department of Energy. Successfully added amendments to proposed legislation that ensured that developers could operate and finance their projects under a more restrictive business energy tax-credit program. Promoted legislation to clarify jurisdictional conflicts for approvals to site large scale renewable projects.
Assisted several public clients with siting of solar facilities on the roofs of new and remodeled buildings. Assisted wind and solar energy clients with obtaining and defending on appeal county land use approvals for renewable energy projects.
Drafted and successfully testified at legislative and administrative rule hearings to obtain amendments addressing a multitude of business concerns including low-carbon fuels, biofuels, business energy tax credits, and environmental compliance.
Advised and documented the acquisition, conversion, and resale of residential condominium and commercial association projects.
Negotiated on behalf of private property owners in right-of-way condemnation actions.
Negotiated and documented the sale by Roberts Motor Company of its Kenworth truck sales and service business to Pape Trucks (Oregon territory) and NorCal Trucks (Northern California territory). Related sale and leases of environmentally impacted commercial real estate. Related sale of PacLease truck and equipment leasing business. Related negotiation and successful settlement of postclosing indemnification claims. Aggregate transaction size: approximately $20 million.
Federal lawsuit and three-week arbitration resulting in successful defense of Hoffman and Intel in the face of claims approaching 40 million dollars by a subcontractor.
We represented privately held Energy Connect, Inc., in its acquisition by Microfield Group, Inc., in exchange for restricted shares, common stock purchase warrants, and employee options with a total value in excess of $100 million.
We assisted publicly-held Sonus Corp. in its acquisition by the U.S. subsidiary of an Italian public company for $40 million in cash.
Assisted client in $15 million cross-collateralized asset sale covering U.S. and U.K. manufacturing facilities.
Assisted client and in-house counsel by providing legal documentation support for sales of operations spanning Europe and Asia.
Represented major Oregon bank in sale of subdivision given to bank through deed-in-lieu transaction. Transaction was successfully closed by end of the year in order to obtain significant tax advantages.
Represented seller (pension fund adviser) on sale of three separate office/industrial parks to three separate buyers.
Represented seller of 10,000 square-foot retail facility to long-time tenant and operator of facility.
Our Mergers & Acquisitions team has experience in counseling owners on how to best prepare their business for sale, locate and select appropriate professionals to assist the owner in marketing the business and locating qualified buyers, and structuring, negotiating, and documenting the final transaction.
Negotiation of design, construction management, and construction contracts for major capital expansion project and multiple structures. Continuing negotiation of design and construction contracts.
  • Representing publicly traded company in SEC and DOJ investigation into potential securities law violations.

  • Represented publicly traded mutual fund company in SEC investigation involving allegedly false and misleading marketing materials.

  • Represented a multinational pharmaceutical company in a DOJ and SEC investigation of alleged FCPA violations in numerous countries.
Successfully defended brokerage firm against investor’s claims under Oregon Securities Law and common law arising from purchase of Kmart bonds. Panel denied claims in their entirety.
We regularly update our publicly traded clients on recent changes to SEC regulations, and help prepare proxy statements and periodic reports to comply with the changes.
Represented senior care provider in gaining approval for annexation and a zone change for a seven-acre property in Happy Valley in order to build independent living, assisted living, and memory care development.
Represented numerous secured lenders in SEC Receivership and Chapter 11 bankruptcy cases of Sunwest Management, Inc., its related senior living facilities, and its principal, Jon Harder. Restructured loan terms for some lenders and obtained releases of collateral for other lenders. Negotiated and documented sales of collateral.
Represented receiver in state-court receivership of senior living facility and Chapter 11 cases of three separate tenant-in-common limited liability company owners of facility. Confirmed and consummated joint plan with senior secured lender in Chapter 11 case pending in Oregon. Obtained dismissal of Chapter 11 cases filed in Washington and Delaware as bad-faith filings. Represented receiver in completing sale of facility.
Representation of a private-equity-backed company in $30 million strategic acquisition effected through an exchange of shares.
Represented a minority shareholder in a derivative lawsuit alleging that the company’s board of directors improperly approved the sale of substantially all of the company’s assets to the detriment of the minority shareholders.
Negotiation and review of software license and development agreements with gaming platforms and subcontractors for mobile gaming client.
Negotiated multiple customer contracts for application service provider (ASP) in the health care field.
Negotiation and drafting of multimillion-dollar computer software license agreements.
Represented school district in First Amendment claims arising out of discipline of student who made inappropriate statements about others on Web site; student represented by American Civil Liberties Union.
Represented majority shareholder in Chapter 11 case of owner and operator of a submarine telecommunications cable connecting Alaska with the continental United States, including negotiated settlement incorporated into confirmed Chapter 11 plan.
  • Represented Oregon-based manufacturer in connection with $15 million asset-based lending facility.
  • Represented Oregon-based steel producer in connection with $10 million asset-based lending facility.
  • Represented Oregon-based manufacturer in connection with $20 million mezzanine financing.
  • Successful defense of Oregon-based manufacturer in connection with multimillion-dollar veil-piercing, alter-ego suit brought by bankruptcy trustee (Bankr. W.D. La., Case No 17AP-01004).
  • Represented Oregon commercial bank in connection with workout of multimillion-dollar credit facility.
  • Represented Washington-based financial institution in connection with multimillion-dollar collection action against distressed property developer (Bankr. D. Or., Case No. 10-60244).
  • Represented distressed debt acquisition fund in connection with receivership of Washington-based casino (Cowlitz Ct. Sup. Ct., Case No. 17-2-00039-7).
  • Represented ad hoc committee of senior secured lenders holding more than $100MM in secured debt in out-of-court and in-court restructuring of Penson Worldwide, Inc. (Bankr. D. Del., Case No. 13-10061).
  • Represented ad hoc committee of secured lenders holding more than $100MM in secured debt in out-of-court restructuring of privately held defense contractor, including representation in connection with debt-for-equity swap, exempt securities issuance, and new debt financing.
  • Represented prospective stalking-horse bidder in In re LightSquared, Inc. (Bankr. S.D.N.Y., Case No. 13-12080), in connection with $1BB+ bid for the acquisition of substantially all of LightSquared’s assets.
  • Represented bidder in In re Revel Casino (Bankr. D.N.J., Case No. 14-22654) in connection with bid for substantially all of the assets of the Revel Atlantic City Casino.
  • Represented certain equity holders of Tribune Company in multibillion-dollar fraudulent conveyance action commenced by certain of Tribune’s pre-bankruptcy noteholders and litigation trustee.
Worked as part of a team to prepare a master plan for the redevelopment of the Oregon City Golf Course as part of a larger sustainable, mixed-use community anchored by industrial/employment land. Participated on behalf of Oregon City Golf Course in the Metro Title 11 Beavercreek Concept Plan preparation and adoption, of which Thimble Creek is a part. Represented property owner in annexation proceedings.
Counsel forest landowners on purchases and sale of timberland. Document and perform due diligence in support of complex sales of forested land. Negotiate sales of timberland.
Represented executive in a high-profile lawsuit brought by former employer, asserting claims that our client misappropriated trade secrets, violated fiduciary duties, and breached contractual obligations. The case included a six-day evidentiary hearing of the former employer's motion for terminating sanctions based on allegations that our client had knowingly destroyed relevant evidence. The court rejected the allegations, finding that our client was a credible witness who did not violate a duty to preserve evidence, did not act in bad faith, and did not engage in conduct that prejudiced the former employer. As trial approached, the court granted a number of summary judgment and evidentiary motions that significantly limited the scope and value of plaintiffs’ claims. On what would have been the first day of trial, the parties were able to reach an amicable resolution that terminated the case.
Prepared demand letters for client facing widespread infringement of registered trademark. Communicated with counsel for infringers and obtained agreements to cease using mark.
Counseled client on and prepared response to trademark office action, in order to overcome objections and obtain registration.
Working with co-owners, we can help formulate plans for ownership transition when one or more owners want to move on, or when the unexpected occurs. This often involves implementation of a shareholder agreement (also known as a "buy/sell" agreement) between owners that can control ownership transfer when certain events occur, such as death, sale or transfer to a third party, disability, termination of employment (or relationship), retirement, bankruptcy, divorce, or even disputes between owners. A carefully crafted agreement can establish and protect rights among owners that do not otherwise exist in the company.
Advised equity holder as to sale of stock of manufacturing business with facilities in U.S. and Canada to investment banking firm, including negotiating terms of sale, due diligence, environmental matters, and enforcing promissory note for part of purchase price.
Assisted for-profit client in developing suburban transit-oriented affordable housing complex. Gave advice with respect to structuring the multiple sources of state and local financing. Assisted in negotiations regarding and documentation of bank financing and investment by equity investor.
Represented employer in lengthy negotiations involving concessionary bargaining, lengthy strike, and decertification proceeding resulting in decertification of union, with no unfair labor practice charges.
Union demanded arbitration of grievance under union contract. U.S. district court granted summary judgment in favor of employer, denying union's demand. U.S. Court of Appeals for the Ninth Circuit affirmed summary judgment in favor of employer.
Believing that prevention is best, Jeff has counseled employers and prepared and presented numerous workshops on remaining union-free even before the union starts organizing. Jeff has also counseled and represented employers in union organizing efforts in both the public and private sectors.

Jeff has also assisted employers, public and private, in preparing for strikes, which is frequently the best antidote to avoiding a strike. During strikes or picketing, Jeff has handled in court injunction proceedings and pursued administrative remedies for both private and public sector employers.
Worked successfully with management of many major national and international employers to maintain union free status.
Assisted client in updating nonqualified deferred compensation plan to comply with the limitations of nonqualified deferred compensation under Sections 457 and 409A of the Internal Revenue Code.
Presented and assisted in drafting funding legislation for underground storage tank upgrades, groundwater decontamination, and marine vessel ballast water exchange programs.
Negotiated utility franchises with metro-area cities on behalf of telecommunications and energy utilities.
Won summary judgment in U.S. district court holding that Oregon injured worker did not have reinstatement rights outside of Oregon. U.S. Court of Appeals for the Ninth Circuit affirmed summary judgment in favor of employer.
In recent years, Jeff’s work on wage-and-hour matters has expanded and included defending employers in multiple class actions, individual claims, and compliance advice on issues such as minimum wage, prevailing wage, meals and rest break and classification issues involving exemptions under state and federal law and independent contractor status. Jeff served on the Governor’s Task Force on Independent Contractors, which resulted in legislative amendments revising Oregon’s independent contractor statute.
Defended employers in multiple wage-and-hour alleged class and collective actions.
Participated as a Technical Advisory Committee member on behalf of Tigard-Tualatin School District, a property owner and service provider in the concept plan area.
Advised on Clean Air Act (Title V and ACDPs) and water permitting issues and cleanups of contaminated sites, represented company in nation-wide EPA NSR/PSD air enforcement initiative, performed environmental due diligence on property transactions and mergers and acquisitions.
Litigation of major construction-defect claim against design/builder of large Oregon distribution center; negotiation of design/build contracts for new distribution centers in California and Idaho, and expansion projects.
Managed applications to change zoning and comprehensive plan designations, and for development of large parcels inside Metro Urban Growth Boundary.
Represented clients on major legislation, including cap and trade, Clean Fuels Program, solar and wind legislation, gross receipts tax, class action litigation, and siting of Amazon Data Centers.