Practice Overview
Emerging Companies and Entrepreneurs
We provide full service and transaction-based counsel to emerging companies and entrepreneurs in all types of industries, including technology, communications, manufacturing, services, real estate, retail, financial, health care, franchise, and natural resources. Our clients typically engage us in one of two ways:
Full Service
We act as outside general counsel helping emerging companies quickly progress through all of the legal steps that are necessary to establish, finance, operate, and monetize a business. More often than not, our emerging company clients also invite us to provide ongoing strategic business advice to help achieve short- and long-term goals
Transaction-based
We also work with clients on a single-transaction basis or a transaction-by-transaction basis. Examples include advising on and helping complete a merger or acquisition or supporting a significant business deal such as handling the legal aspects of an exclusive licensing arrangement.
Financial Services
Corporate Governance and Transactions
- Mergers and acquisitions
- Formation, structure, and reorganization
- Stock offerings
- Charter conversions
- Securities and SEC compliance
- Sarbanes-Oxley compliance
- Executive compensation
- Strategic planning
Operations
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Forms and processes
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Regulations and compliance
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Intellectual property
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Vendor and employee agreements
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Remote capture
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Check 21
Lending and Structured Finance
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Commercial lending
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Real estate financing
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Structured finance
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Securitization
Regulatory Interventions
- Enforcement actions
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Civil money penalties
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Troubled bank transactions
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Capital directives
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Regulatory examinations
Loan Workouts and Bankruptcies
- Restructuring debt
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Chapter 11
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State court receiverships
Litigation
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Lender liability
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Consumer credit
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Class actions
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Secured transactions
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Insurance coverage
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Breach of compensation and employment contracts
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Discrimination
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Trustee liability and fiduciary issues
Food and Beverage
Experienced guides
We guide clients through the regulatory maze of forming, acquiring and financing food and beverage businesses and facilities and assure that complex transactions are not delayed or derailed by the little-known technicalities.
Mergers and Acquisitions, Joint Ventures, and Corporate
We advise on, and take lead roles in, M&As, divestitures, joint ventures and break-ups in the sector.
Health and Safety, Product Liability, and Product Recall
We regularly advise on health and safety, and product liability issues. We also advise on insurance matters and food and beverage labeling and provide tailored advice on product safety, product recall, crisis management and enforcement actions.
Graham & Dunn has a strong track record advising companies in the food and beverage sector. The food and beverage team brings together lawyers from our top flight practices with expertise covering:
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Publicly Traded Company Governance
- Equity Investment and Financing
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Labour and Employment
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Regulatory and Trade Practice Compliance
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Brand Management and Transition
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Facility Acquisition and Sale
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Packaging, Labelling and Intellectual Property
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Contract Negotiation and Litigation
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Alcoholic Beverage Industry Specific Matters
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Food and Non-alcoholic Beverage Industry Specific Matters
Hospitality, Franchise & Distribution
Hospitality
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We counsel hospitality businesses about forming, acquiring and financing businesses and properties, including the specialized needs of condo hotel and mixed use developments.
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We help develop and establish the systems that are central to the hospitality industry, including hotel franchise offerings, trademark and website protection, and the creation and development of the unique branded management agreements and documentation required for a branded management company.
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We negotiate and document hotel loans, including construction, mezzanine and permanent financing arrangements, conduit loans, and subordination and non-disturbance agreements.
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We negotiate and document relationships between clients and their business partners, customers and suppliers, including strategic alliances, the entity and organizational structure among developers, equity, and brands, franchise system license agreements, hotel management agreements, parking lot and condominium agreements, renovation contracts, hotel supply contracts, technology licenses, and in-house video system contracts.
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We enhance and manage employment and labor relationships, including responding to efforts to organize, negotiating collective bargaining agreements, developing diversity programs, and defending hotels from employment litigation.
We navigate federal and state compliance responsibilities, including prosecution of license applications and management of regional and national liquor license portfolios.
- We assist in worldwide IP acquisition and protection. We help you evaluate and register rights to trademarks, domain names, and other forms of IP, we protect trade secrets and proprietary rights, often contained in manuals and web sites, and we draft software and web site development agreements.
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Our litigators work closely with clients to avoid problems and resolve disputes promptly and cost effectively. We mediate, arbitrate, and litigate disputes nationwide between hotel companies, owners, and franchisees.
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We are experienced in turnarounds, restructuring and Chapter 11 reorganizations, and have helped restructure hotels throughout the United States.
Franchise
Our franchise practice includes expertise in:
Drafting agreements and disclosure documents
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Handling registration filings and regulatory approvals
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Advising franchisors on the legal restrictions imposed on their relationships with franchisees
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Litigating and arbitrating disputes with franchisees, vendors, suppliers, and others.
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Our franchise attorneys, based in Seattle, work with local, regional, national, and international franchisors to ensure that they remain compliant with state, federal, and international franchise and sub franchise requirements.
Distribution
Our distribution experience extends beyond franchise systems into a variety of other industries, including alcoholic and non-alcoholic beverages, petroleum, wholesale and retail food products, clothing, retail equipment, manufacturing equipment, restaurants, travel services, outdoor advertising, biofuels, and natural resources, to name a few.
We can assist with: transactions, agreements, disclosure documents, regulatory compliance, relationship advice, litigation and dispute resolution.
Litigation
Antitrust & Complex Litigation, Bankruptcy and Receivership Practice, Complex Insurance Litigation, Condemnation, Employment, Electronic Discovery, Environmental, Financial Services, Franchise & Distribution, Hotel, Intellectual Property, Media, Real Estate, Torts
Natural Resources and Manufacturing
Environmental Compliance and Permitting, Forest Practices, Land Use and Growth Management, Anti-trust, Corporate Governance, Mergers and Acquisitions, Labor and Employment, Real Estate, Insurance, Business Litigation, Construction.
Real Estate
Real Estate Acquisition, Development and Sale, Real Estate Financing, Leasing and Property Management, Structuring Transactions, Workouts, Creditors’ Rights and Bankruptcy, Litigation and Dispute Resolution, Construction and Design, Condemnation, Land Use and Other Regulatory Proceedings, Environmental.
Antitrust & Complex Litigation
Litigation
Graham & Dunn’s complex litigation team handles a wide range of complex commercial disputes, including antitrust, securities, intellectual property, product liability and complex contract disputes. We provide early risk assessment and pre-litigation investigation to assist clients in deciding an effective dispute resolution strategy, because we believe that early analysis of the merits and risks of each case is crucial.
We have extensive experience in defending class actions involving antitrust, securities, banking and consumer issues. We also have experience in trying such class actions, which is rare. Our team has successfully obtained defense verdicts at trial in antitrust and consumer protection class actions. While pre-trial resolution is usually the most desirable result, effective negotiation often requires the willingness to go to trial, and our team has the experience to do so.
Enforcement
We also frequently represent clients in dealing with antitrust and other enforcement agencies, including handling investigations, negotiating consent decrees and conducting regulatory filings such as Hart-Scott-Rodino pre-merger notifications.
Antitrust Counseling
We provide counseling regarding the entire range of antitrust issues, from pricing to mergers and acquisitions. We also assist in the development of antitrust compliance manuals and policies.
Graham & Dunn represents emerging companies in Seattle and through the Pacific Northwest who are often trying to establish themselves in a marketplace dominated by a small number of established competitors, and who need guidance in evaluating their antitrust rights vis-à-vis those larger companies. We also represent larger companies with substantial market presence, who need assistance in navigating the potential shoals of antitrust law and maintaining the proper level of compliance.
Corporate
Services include advising and representing our clients with respect to:
Business Structure and Corporate Maintenance
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Our attorneys work with clients to choose and structure the most appropriate business entity for each situation.
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We advise and assist clients to form entities based upon issues such as stockholder make-up and relationships, anticipated funding sources and projected exit strategy.
Securities and Corporate Governance
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We provide timely, sophisticated and experienced advice to issuers and investors in seed, initial and later-stage venture capital investments and other private placements.
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We assist our public company clients with preparing and filing registration statements, proxy statements, quarterly and annual reports and other SEC filings, as well as advising them on compliance with the Sarbanes Oxley Act.
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In addition to acting as company counsel, we serve as underwriter’s counsel in offerings and other transactions.
Commercial Agreements
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We assist clients in negotiating and preparing all types of domestic and international commercial agreements including those involving distribution and OEM arrangements.
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We identify and advise on cross-border and domestic tax issues, competition, quality standards, and other requirements that can make otherwise simple business decisions a source of considerable risk.
Employee Benefits and Executive Compensation
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We advise on a wide range of legal issues in the employment and executive compensation arenas, including employee benefits, securities, tax, healthcare, labor and insurance issues.
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We work both with broad-based benefit plans covering many employees and with compensation programs targeted at executives and other key personnel.
Mergers & Acquisitions
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Our corporate group has a very active mergers and acquisitions practice representing both buyers and sellers in such transactions.
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We understand the intricacies of bringing companies together or buying a new business and are aware of the importance of developing negotiating strategies, documentation and overall case management, specifically tailored to each deal.
Tax
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Our tax attorneys assist clients in developing tax efficient strategies to employ in their business operations, in succession planning, and in a mergers and acquisitions context.
Green Technology
At Graham & Dunn, we understand that sustainability is the new economy. Established and emerging companies alike must be prepared to meet the demands of new regulations and seize the opportunities that all businesses and entrepreneurs will have in this “new green economy.”
Graham & Dunn’s Green Tech Group is dedicated to representing those who bring sustainable products, services, and processes to the marketplace. To meet the growing demands for environmental responsibility, we have formed a multidisciplinary group, offering clients a hybrid of business, technical, financial and legal advisors in the areas of corporate and general business, environmental and regulatory, intellectual property, real estate finance, and tax.
Intellectual Property
The Intellectual Property Resource Team focuses the resources and experience of a multidisciplinary team of lawyers, paralegals, and legal assistants on the needs of clients in the areas of intellectual property protection including enforcement, licensing, and corporate and tax planning, for traditional as well as new technology companies.
Intellectual Property Counseling and Registrations
Our clients from virtually all industries seek to establish and protect trademarks, inventions or know-how (through patents or trade secret protection), patents, and copyrights as essential competitive tools. They benefit from our extensive experience in counseling companies regarding a variety of intellectual property issues.
Trademarks
We assist clients in choosing, searching, registering and protecting against infringement and dilution of trademarks in print, in the marketplace, and online.
Patents
We assist clients in procuring patent protection (utility, design) in the U.S. for a variety of inventions, including mechanical, electro-mechanical, electronic arts, business methods and industrial designs. We also provide opinions regarding patentability and infringement. We assist clients to protect their inventions abroad through our network of foreign counsel.
Trade Secrets
We counsel clients regarding confidentiality and nondisclosure agreements, the protection of trade secrets in many contexts, and the acquisition of rights from employees, contractors and other parties. Graham & Dunn’s employment law professionals work with the IP Resource Team to counsel clients on noncompete provisions and other IP-related employment matters.
Copyrights
We assist clients in protecting and registering copyrights (including audio, video, software, web site and database copyrights). We counsel clients on ownership of "works made for hire," licensing, royalties, and protection against infringement of copyrights and the “fair use” of copyrighted materials.
Internet Issues
We counsel clients in the selection, registration, protection, transfer and acquisition of that increasingly crucial intellectual property asset – the Internet domain name. We both prosecute and defend domain name disputes. On request, we conduct audits of clients’ Web sites and advise them on the proper online use, identification and protection of their trademarks and copyrighted materials and those of others, and draft Web site terms and conditions and privacy policies. We provide online intellectual property advice in a rapidly changing legal environment in which traditional trademark and copyright principles are being stretched and challenged by the realities of digital technology – linking, framing, metatext and keyword advertising.
Advertising
We advise clients on advertising issues, particularly in the areas of comparative advertising, product pricing, contests and sweepstakes, and promoting discounts and sales.
Entertainment
We advise artists and developers of entertainment media on the fair use of the ideas and work of others, on “clearing” trademarks and copyrights used in their work, on protecting their work against infringement by others, and on the negotiation of licenses and publishing agreements for books, films, television, music, computer and video games, and works of visual art.
Intellectual Property Litigation
We have successfully litigated complex cases involving trademark infringement and unfair competition, copyright infringement and patent infringement, including cases involving many high technology sectors. We provide our clients crucial procedural, tactical and substantive advice in this rapidly changing area to enable them to understand the issues and see that their interests receive maximum protection through rigorous litigation and dispute resolution negotiations.
Licensing and Franchising
Our clients seek -- through licensing, franchising and similar arrangements -- to develop and acquire, or share, intellectual property rights. We have structured and drafted license and franchise agreements involving trademarks, patents, copyrights, trade secrets and know-how, development agreements, scientific cooperation agreements, co-branding agreements, and similar agreements for industries ranging from cold storage to computer software.
Corporate Planning and Finance
In new technological areas such as computers and software, telecommunications, Web-based services, medical technologies and biotechnology, our clients seek to develop and finance new high growth ventures, with all requisite corporate planning. We work with the professionals on our firm’s Emerging Companies and Entrepreneurs Team to provide our clients with comprehensive guidance, from the preincorporation stage to structuring complex strategic alliances and venture capital investments, to going public. We understand that trade secrets, trademarks, and copyrights are assets that may be licensed, assigned, transferred as part of a corporate acquisition, or presented as collateral for commercial financing. We help our clients avoid the mistakes many companies make in failing to treat and protect their intellectual property as an asset.
Tax Planning
Particularly with new technology ventures, tax planning opportunities -- and pitfalls -- abound. The Intellectual Property Resource Team works with our firm’s finance and tax professionals to alert our clients to available mechanisms to incorporate tax-free, to leverage tax benefits associated with technological investment and development, and to minimize adverse tax effects of stock ownership, redemptions, distributions and other adjustments to capital, mergers, and other acquisitions and sales.
Labor and Employment
Graham & Dunn’s labor and employment attorneys represent management of large and small businesses in a full range of employment and labor matters including: traditional union organizing, union contract and de-unionization issues; employment discrimination issues in hiring, pay, work environment, promotion, layoff or termination; affirmative action compliance; compensation practices including wage and hour compliance; individual employment contract preparation and enforcement, including non-competition covenants; defamation, privacy and drug-testing issues; and wrongful discharge lawsuits. The labor and employment attorneys stress preventive measures of drafting and administering progressive personnel policies to minimize the likelihood of litigation. When litigation cannot be avoided, aggressive, cost-effective approaches are utilized to resolve cases favorably.
Our employment and labor attorneys frequently appear in state and federal trial and appellate courts. They also often appear before the Equal Employment Opportunity Commission, the Human Rights Commission, the Labor Department, the State Departments of Labor and Industries and Employment Security, and the National Labor Relations Board.
Tax
Graham & Dunn’s Tax Resource Team includes most substantive fields of federal, state, and local taxation. The firm’s attorneys have the skills and expertise to provide effective and efficient legal representation of clients in such tax matters.
General Tax Practice
The firm’s Tax practice includes structuring transactions and comprehensive planning for individuals and businesses. Clients include corporations, partnerships and individuals, and range from small enterprises to publicly traded concerns. The firm’s tax attorneys have expertise in corporate combinations, separations, liquidations, redemptions, distributions and utilization of net operating losses (especially as they are affected when a business changes ownership). Graham & Dunn’s services include obtaining private letter rulings from the IRS National Office and representing clients in tax controversies at both the state and federal levels.
International Tax
The firm’s attorneys have extensive experience in dealing with the tax aspects of both foreign individuals and entities engaging in activities in the United States, and U.S. individuals and entities active in foreign jurisdictions.
Employee Benefits
The employee benefits practice includes qualified pension and profit sharing plans and nonqualified deferred compensation arrangements, including qualified and nonqualified stock options. The firm has significant expertise with the “golden parachute” provisions of the tax laws, which commonly arise in its mergers and acquisitions practice, Section 162(m) plans, Section 409A rules and other aspects of executive compensation.
State and Local Taxation
Graham & Dunn routinely deals with issues of state and local taxation, including Washington State business and occupation, sales and use, real property and other excise taxes. In addition, the firm’s practice includes state and local tax planning for enterprises involved in multi-state transactions.
Tax Controversies
The firm has extensive experience in audits, appeals, and Tax Court and other court proceedings involving IRS and state tax audits of taxpayers.
Tax Exempt Organizations and Private Foundations
Graham & Dunn is regularly involved with exempt organization matters, including unrelated business taxable income issues and maintenance of tax-exempt status where an organization engages in for-profit activities. In addition, the firm has extensive experience in counseling private foundations established by individuals and families.
Wealth Management
Graham & Dunn’s Wealth Management Team provides broad and comprehensive services involving all aspects of the transfer and administration of family assets to the next generation. Achieving the optimum result for our clients in this area depends on a careful blending of legal expertise (including knowledge of estate, gift and generation-skipping transfer taxes) with the client’s personal philosophy and family goals. Our estate planning attorneys with help you ensure that all considerations are made in the management of your wealth as it moves from generation to generation.
Succession and Estate Planning
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Basic estate planning documents (wills, trusts, durable powers of attorney for financial and medical decision making)
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Planning with retirement assets
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Limited liability company and limited partnership agreements
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Prenuptial and postnuptial agreements
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Planning for charitable contributions
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Formation and ongoing operation of charitable foundations
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Planning for lifetime gifts and generation-skipping transfers
Estate and Trust Administration
The firm’s practice encompasses the legal procedures to probate a decedent’s estate and to administer continuing trusts. Moreover, the practice includes:
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Preparation of estate tax returns
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Advising fiduciaries (corporate and individual) on the tax elections available to conserve wealth and expedite the transfer of assets to beneficiaries
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Assisting in asset valuation
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Assisting in reorganizations and sales of business assets
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Post-mortem income tax planning, including timing of distributions from qualified employee plans
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Marital deduction analysis
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Estate tax IRS examinations
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Controversies among beneficiaries
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Resolving environmental liability issues affecting decedents’ estates while minimizing liability risks to fiduciaries and beneficiaries.
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