Experience

• Represented Idaho-based Coleman Homes in the acquisition of substantially all of its assets and operations by Toll Brothers, a national builder of luxury homes.
• Represented solar developer in sale of 80MW project to affiliate of a global solar panel manufacturer.
• Represented the country’s leading supplier of shelf-stable potatoes and beans in the acquisition of two potato processing facilities and related assets in Blackfoot, Idaho.
• Represented publicly-held paper producer in the sale of a sawmill and negotiation of long-term fiber supply agreements.
• Represented shareholders of school bus transportation company in a sale of the company to an affiliate of The Carlyle Group.
• Represented parent company in structuring the auction sale process for a large year-round resort development in northern Idaho.
• Represented one of the world’s leading providers of computer memory and other advanced semiconductor products in a 50/50 joint venture with Australia’s largest integrated energy company to develop solar photovoltaic technology and products.
• Represented hospital in joint venture agreement with physician investors to acquire medical office building. Advised client on management and control issues and coordinated advice on tax and health care regulatory issues. Drafted offering memorandum and other documents for Regulation D Rule 506 securities offering.
• Represented wind farm developer in agreement with Fortune 100 energy company to jointly develop two utility-scale wind farm projects in southern Idaho.
• Represented distressed manufacturer in several rounds of negotiations with senior and subordinated lenders. Assisted in negotiations of forbearance agreements and restructuring plans. Representation included advising the board of directors on fiduciary duties in the face of insolvency, advising on creditor, employee and fraudulent transfer issues related to shutting down an unprofitable subsidiary, and bankruptcy law issues.
• Represented Fortune 500 financial institution in purchase and sale of numerous portfolios of credit card debt.
• Represented developer of high-end residential development in Valley County, Idaho. Drafted partnership agreement among principals of developer and joint venture agreement with financial investor. Continue to advise client on a variety of financial and other corporate issues.
• Advised nonprofit health care provider in conflict of interest and board governance matters.
• Advised principal shareholder in developing and implementing strategy to acquire control of outstanding voting stock of major manufacturing and marketing enterprise.
• Represented loan guarantor in the purchase of lender’s note and collateral position followed by a surrender in lieu of foreclosure transaction with the debtor. Continue to provide advice concerning lien perfection and other debtor-creditor issues.
• Represented hospital in joint venture agreement with a separate hospital to provide medical services in remote location.
• Represented investors in structuring and negotiating joint venture for development of medical facility.
• Represented multistate developer of affordable housing projects in syndication of IRC section 42 affordable housing tax credits to institutional investors.
• Advised startup clean technology company, including advice on tax and securities issues in spinoff from parent technology company, equity incentive program and Series A financing.
• Represented startup financial services company in matters including choice of entity, shareholder agreements, key vendor and customer agreements, convertible note financing and Series A financing.
• Represented technology research and manufacturing firm in numerous matters, including joint development agreement for key new technology, licensing agreements and convertible note and Series A financings.
• Advised corporation on equity incentive program to retain key personnel during management transition. 

Honors & Activities

Professional Honors and Activities

• Named by Best Lawyers^® as Mergers & Acquisitions Law “Lawyer of the Year,” Boise, 2017 and 2019; and Corporate Law “Lawyer of the Year,” Boise, 2014 and 2018
• Included in The Best Lawyers in America^© (currently: Corporate Law, Mergers & Acquisitions Law), 2006-2020
• Named one of Idaho’s Leaders in the Law by Idaho Business Review, 2013
• Selected as one of “America’s Leading Lawyers for Business” (Idaho) by Chambers USA (currently: Corporate/Commercial), 2004-2020
• Listed in Mountain States Super Lawyers^® (Corporate, Mergers & Acquisitions, Securities), 2007-2010, 2013-2019 
• Past Chair, Idaho State Bar, Business & Corporate Law Section 

Civic Activities

• Chair, Boise Metro Chamber of Commerce, 2015 
• Board of Directors, 2005-present, President, 2010, Women’s and Children’s Alliance
• Board of Directors and Executive Committee, Treasure Valley YMCA 

Insights & Presentations

• Presenter, Pacific Northwest Regional State Tax Seminar, Boise, Idaho, Nov. 10, 2017
• “Crisis Management: Planning for Response and Communication in a Crisis Event” (presenter), Best Practice Club, ACC Association of Corporate Counsel, Mountain West Chapter, Boise, Idaho, May 15, 2012
• “Negotiation Strategies and Tactics” (presenter), Best Practice Club, ACC Association of Corporate Counsel, Mountain West Chapter, Boise, Idaho, April 22, 2011 

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