Experience

C.J. Voss is a partner of the corporate practice group. He represents public and private companies on business and financing transactions and has served as lead corporate and securities counsel to several publicly held companies. He has extensive experience in public and private offerings of debt and equity securities, mergers and acquisitions, joint ventures, recapitalizations and corporate reorganizations. C.J. also advises entrepreneurs and emerging growth companies on business formation and founders' issues, and early stage and venture capital financings. Representative clients include members of the forest products, life sciences, software and information technology, consumer products and financial services industries.

Previously, C.J was an attorney/advisor with the Office of the Chief Counsel for International Commerce, U.S. Department of Commerce, Washington, D.C., 1992-1995, and an associate with Linklaters De Bandt, Brussels, Belgium, 1989-1991.

Representative Work

• Represented Tully's Coffee Corporation, a Seattle-based specialty coffee retailer and wholesaler, in the sale of its wholesale business and supply chain, to Green Mountain Coffee Roasters, Inc.
• Represented LION, Inc., a provider of advanced business solutions that streamline the mortgage loan fulfillment process, in the sale of its Mortgage 101.com and mortgage pipeline risk management and hedging businesses.
• Represented Longview Fibre Paper & Packaging Inc., a manufacturer of specialty paper and containers, in its sale to Tricap Partners, a family of restructuring funds.
• Represented Brookfield Asset Management, Inc., a Toronto based global asset manager, as Washington counsel in its acquisition of Longview Fibre Company.
• Represented Citel Technologies, a global provider of Internet protocol telephony and communications solutions, in its acquisition of the assets of MCK Communications, Inc., a leading provider of distributed voice solutions.
• Represented SECOR International Inc., an environmental and engineering consulting firm, in its acquisition by Arlington Capital Management, L.P.
• Represented MusicMatch, Inc., an online music provider, as Washington counsel in its acquisition by Yahoo! Inc.
• Represented Cray Inc. in its acquisition of OctigaBay Systems Corporation, a company based in British Columbia, Canada, that is developing an innovative high performance computing system.
• Represented Dendreon Corporation, a biotechnology company focused on the discovery, development and commercialization of targeted therapies for cancer, in its acquisition of Corvas International.
• Represented The Cobalt Group, a provider of e business products and services to the automotive industry, in a "going private" transaction with Warburg, Pincus Equity Partners.

Securities Transactions – Private Placements

• Represented Intrinsyc Software International, a mobility software and services company based in Vancouver, Canada, in its U.S. private placement of common stock and warrants.
• Represented Local Marketers, a provider of online marketing services, in a Series A preferred stock financing led by Madrona Venture Group.
• Represented Mercent Corporation in its preferred stock offerings to an investor group led by Madrona Venture Group. Mercent's software system enables retailers to effectively promote and sell products to customers through leading online portals, such as Amazon.com, Yahoo! Shopping, AOL inStore, and others, through a single integration point.
• Represented ClearMedical, Inc. in its offering of Series A preferred stock to a group of institutional investors. Based in Bellevue, Washington, ClearMedical provides high level disinfection reprocessing services to the healthcare industry.
• Advised Intelligent Ion, Inc., a Seattle based developer of miniaturized instrumentation for the chemical, medical and biotechnology industries, in connection with the sale of its 8% Convertible Promissory Notes.
• Represented TechTracker, Inc., in its issuances of convertible promissory notes. Lead investors included SmartForest Ventures I, L.P. and internet.com Venture Partners III, LLC. TechTracker provides Web based software information and services to companies and individuals to enable them to keep their software stable, secure and up to date.
• Represented Lumera Corporation, a developer of optical materials technology, in its sale of Series A preferred stock to a group of institutional and individual accredited investors led by Cisco Systems.
• Represented OVP Venture Partners in its purchase of Series 1 seed preferred stock from Intelligent Results, a software development company.

Securities Transactions – Public Offerings

• Represented Tully's Coffee Corporation in its public offering of common stock (registration withdrawn before closing).
• Represented D.A. Davidson, as managing underwriter, in the initial public offering of WSB Financial Group, Inc., the holding company of WestSound Bank.
• Represented Citel Technologies, as U.S. counsel, in connection with its listing and placement of ordinary shares on London's AIM stock exchange.
• Represented D.A. Davidson and Morgan Joseph & Co., as underwriters, in the initial public offering of Sterling Construction Company.
• Represented Adams Harkness and Stephens Inc., as underwriters, in the public offering of common stock of Itron, Inc.
• Represented Cray Inc. in its underwritten follow on public offering of common stock.
• Represented Dendreon Corporation in an underwritten follow on public offering of common stock and a registered direct offering of common stock.
• Represented D.A. Davidson & Co., U.S. Bancorp Piper Jaffray Inc. and Fahnestock & Co. Inc., as underwriters, in the public offering of 3.45 million shares of 8% Cumulative Redeemable Preferred Stock of Cenex Harvest States Cooperative, a Minnesota cooperative.
• Represented Microvision, a developer of information display and capture devices and related technologies, in its exchange offer for certain outstanding employee stock options. Under the offer, Microvision offered to exchange options exercisable for an aggregate of approximately 3.9 million shares of common stock for new option grants.

Professional Honors & Activities

• Selected as one of "America's Leading Lawyers for Business" (Washington) by Chambers USA (currently: Corporate/Commercial), 2007-2010
• Named a "Rising Star" and one of Washington's "Super Lawyers" by Washington Law & Politics
• Washington Bankers Association, sponsor representative
• National Venture Capital Association, Model Venture Financing Legal Documents Project (former Chair, Investor Rights Agreement Committee)
• Venture Capital and Private Equity Committee, ABA Section of Business Law

Presentations

• "Investing in CleanTech," Panelist at Spring Meeting of ABA Section of Business Law Meeting, 2009
• "Founders' Issues," at the 2006 Venture Capital and Angel Financing Conference (sponsored by the Seminar Group)
• Program cochair, "Private Equity and Mezzanine Debt Financing," 2004
• Growing Your Human and Intellectual Capital," Entrepreneur University, 2002
• "Issuer Web Sites," 20th Annual Northwest Securities Institute, 2000
• "Overview of Federal and State Securities Law Regulation," University of Washington Continuing Legal Education Program, 2000

Civic Activities

• Member, Screening and Coaching Committee, ZINO Society
• Member, Coaching Committee, Northwest Energy Angels
• Member, Board of Directors, Seattle Symphony Orchestra
• Member, Executive Committee, and Chair—Major Donor Committee, Juvenile Diabetes Research Foundation/Northwest

Publications

• Co-author, "Securities and Exchange Commission Adopts Interpretive Guidance on Disclosure Regarding Climate Change," Stoel Rives Energy and Securities Law Alert, Feb. 1, 2010
• "Securities Regulation," Chapter XIII, Washington Lawyers' Practice Manual
• "U.N. Convention on Contracts for the International Sale of Goods," Dun & Bradstreet's Exporter's Encyclopedia

Education

• University of Brussels, LL.M., 1990
• University of Virginia School of Law, J.D., 1989
• Princeton University, A.B., 1984, cum laude

Admissions

• Washington
• District of Columbia
• New York
• U.S. Court of Appeals for the Federal Circuit
• U.S. Court of International Trade

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