Justin Hobson

Representative Experience

• Tax Plus

  • Advise clients on the tax-efficient structuring of business transactions and succession planning.

  • Defend companies facing tax audits and achieve material reduction in proposed taxes, interest, and penalties.

  • Draft tax opinions analyzing various federal and state tax issues.

• Business Transactions Plus

  • Representing a leave management software solution company on recapitalizing the company, converting it to a Delaware corporation, conducting a seven-figure SAFE financing round, and qualifying for securities laws registration exemptions.

  • Representing equipment manufacturer with management changes and restructuring. This mid-market company is prepared to bring a senior manager into the ownership which requires vesting of ownership in a staggered way with complex tax considerations. We updated the shareholder’s agreement, prepared minority grant instruments for restricted stock, and are in negotiations with the manager’s counsel to finalize contracts.

  • Represent a private investment firm in identifying investment opportunities and potential investors, conducting due diligence and legal research, and drafting operating agreements outlining deal structures and payment terms. Services also include complex securities analysis to ensure regulatory compliance and mitigate risk.

  • Negotiate and execute the purchase of businesses operating in multiple states.

  • Closed multiple commercial real estate refinancing transactions.

  • Act as outside general counsel--regularly reviewing, drafting, negotiating, and executing commercial contracts.

  • Draft operating agreements, corporate bylaws, and shareholders' agreements.

• Nonprofits Plus

  • Assist with the formation of a wide variety of tax-exempt entities.

  • Draft nonprofit bylaws and conflict of interest policies.

  • Advise existing tax-exempt entities on a wide range of issues, including public charity versus private foundation status, private benefit, private inurement, self-dealing, governance, and general issues relating to the retention of tax exempt status.

• International Plus

  • Represented an advanced wave-generating technology in redomiciling the company from Australia into the United States. This sophisticated deal included many securities issues, international tax considerations, and a responsibility to over 450 shareholders. In addition to creating strategy for the primary redomiciling transaction, we advised the company with respect to several side projects including private offerings in Australia and the United States.

  • Advise clients on tax-efficient structuring of operations outside of the U.S.

  • Review and negotiate contracts with counterparties located outside of the U.S.

  • Determine the applicability of double tax agreements, including advice on permanent establishment, limitation on benefits issues, and withholding tax rates.

• Mergers & Acquisitions Plus

  • Represented a workplace furniture and interior design firm in its seven-figure acquisition of an office furniture distributor. The deal enabled the client’s strategic expansion into Southern California and was completed under a tight timeline with extensive negotiation.

  • Represented a leading building information modelling service provider in a sell-side acquisition that involved very complex accounting issues due to the unconventional and technical nature of the asset. The buyer was a private equity-backed organization whose interests in our client required expedited due diligence, negotiations, and closing.

  • Represented employee’s acquisition of electrician services business from the founding owner. The transaction included seller and SBA debt financing.

  • Represented Oregon based landscaping company in its acquisition by a private-equity backed roll-up company.

  • Represented Pacific Northwest nonprofit corporation in the acquisition of a similarly situated nonprofit in an adjacent county.