Brian B. DeFoe

Shareholder | Seattle | 206.223.7948 | defoeb@lanepowell.com

Areas of Practice

Brian DeFoe is a business lawyer focusing on matters involving the federal and state regulation of securities and corporate finance and product regulatory issues.

Securities Regulation – In the course of his practice, Brian frequently provides guidance to companies regarding compliance with federal and state securities laws, including disclosure obligations under both the Securities Act of 1933 and the Securities Exchange Act of 1934. He regularly assists public companies in complying with their periodic reporting obligations, including annual reports, Forms 10-K, 10-Q and 8-K. Brian is routinely asked to provide guidance with respect to the obligations imposed by newly implemented and proposed rules and regulations under federal securities laws, such as the rules and regulations resulting from the Sarbanes-Oxley Act and recent changes to executive compensation disclosure requirements. In addition, Brian has extensive experience representing public company clients in connection with SEC enforcement investigations.

Corporate Law – Brian regularly provides assistance on questions of general corporate law and corporation finance, including such matters as corporate formation, structure, capitalization and compliance, mergers and acquisitions, contract negotiation and various regulatory matters.

Product Regulatory Issues – Brian has extensive experience counseling retail clients on the requirements of product safety laws, including the Consumer Product Safety Improvement Act of 2008.

Professional Experience

• Director of Compliance and Senior Counsel, Nordstrom (2008-2009)
• Associate/Shareholder, Lane Powell PC (2000-2008)

Admitted to Practice

• Washington

Academics

• Georgetown University Law Center (LL.M. in Securities and Financial Regulation, 2000)
• Gonzaga University School of Law (J.D., 1999)
• University of Florida School of Law
• University of Florida (B.A., 1996)

Practice Group and Specialty Team Memberships

• Business
• Corporate Finance and Securities
• Mergers and Acquisitions

Representative Matters and Clients

Brian has assisted in numerous mergers, acquisitions and corporate finance transactions, as well as many engagements before the Securities and Exchange Commission. He has also advised numerous clients on matters of compliance with state and federal securities laws in connection with private placements of securities, as well as compliance with state and federal product safety laws. Some examples of those matters include the following:

• Advised NYSE-traded issuer in connection with $1 billion public offering of senior notes.
• Counseled national apparel retailer on implementation of roll-out of compliance measures with respect to Consumer Product Safety Improvement Act of 2008.
• Assisted numerous public companies in response to SEC staff inquiries, comment letter and investigations
• Counseled publicly held apparel company in connection with its $156 million sale to a Swedish public company.
• Assisted biotechnology company in its initial public offering of common stock (Form S-1) and in applying for Nasdaq National Market System Listing.
• Assisted national food processor and distributor in connection with $54 million sale to private equity fund
• Advised private-label water bottler in connection with $38 million sale to private equity fund.
• Counseled numerous public and private companies in connection with investigations related to suspected wrongdoing by corporate executives, accounting irregularities and related matters.

Publications

• “Closing the Deal,” Seattle Business Monthly, November 2009

Speaking Engagements

• A Look Ahead at New Securities Regulation, and a Retrospective on Regulation FD and G, Disclosure and Guidance, National Investor Relations Institute, April 2009
• Mergers and Acquisitions Conference, The Seminar Group, March 2006
• Cross-Border Venture Transactions, Washington State Bar Association, March 2001

Awards and Honors

• Rising Star, Washington Law & Politics, 2002-2008