Attorneys

Attorneys

Michael E. Morgan

Shareholder | Seattle | 206.223.7013 | morganm@lanepowell.com

Areas of Practice

Mike Morgan is one of the most recognized lawyers in the Pacific Northwest.  He has acted as counsel to a number of major publicly and privately held companies.  Mike acts as regular outside counsel for Nordstrom, Inc., Bank of Hawaii Corporation and New Wave Group AB. He has also represented a number of other public companies including Cutter & Buck Inc., ImageX, Inc., Edmark Corporation and N2H2, Inc. Some of his other representative clients include SanMar Corporation, Northwestern Mutual Life Insurance Company, Prime Advisors, Inc., Washington Roundtable, Westminster Cracker and inome, Inc.

Mike also provides regular representation in a wide range of business transactions including private equity, proxy contests, tender offers, various venture capital investments and strategic relationships.  He has been involved in numerous public offerings as well as other conventional and innovative corporate finance transactions utilizing common stock, various forms of preferred stock, PIPES, straight debt and convertible debt. He regularly represents clients on corporate governance matters and also serves as counsel to Boards and Board committees as well as individual Board members of many companies.  Mike has led a number of Board and special committee investigations involving conflict of interest, corporate governance and risk management issues.

Mike has an active merger and acquisition practice representing buyers and sellers in both domestic and international deals. Some of his recent transactions include representing SanMar in its acquisition of Elcatex LLC of Honduras, K&L Distributors in its sale to Anheuser-Busch InBev of Belgium, New Wave Group AB in its purchases of Ahead, Inc. and Paris Glove of Canada, Nordstrom, Inc. in its sale of Façonnable, Pizza Blends in its sale to C.H. Guenther & Son, Rogers & Norman in its sale to Brown & Brown, Inc., the Special Committee of Zones, Inc. in its going-private transaction, Alaska Distributors Co. in the sale to Columbia Distributing and to The Odom Corporation, Simon Golub & Sons, Inc. in its sale to Shrenuj and Company Limited of India, and Advanced H20 in its sale to HM Capital.

Mike has more than 35 years of experience in representing clients in business transactions.  He is a regular speaker at M&A and securities programs and has served on the advisory board of the Seattle University Center on Corporations, Law & Society’s Director Training Academy.  Chambers USA’s Guide to America’s Leading Lawyers for Business (2013) listed him as a “Leading Lawyer” and one of only nine Washington attorneys with the highest Chambers ranking.  The publication indicates that “He is held in high regard in the Washington market for his broad corporate practice,”  and that one client enthuses:  “He understands in depth, every aspect of every deal he’s supervising and has the uncanny ability to provide practical, business-savvy advice. He is described by clients as ‘one of the finest business attorneys around; he provides terrific counsel.'”

Admitted to Practice

  • Washington

Academics

  • Loyola University at Los Angeles (J.D., cum laude, 1974)
    • Loyola Law Review, Associate Editor (1973-1974)
    • St. Thomas More Law Honor Society
  • University of California at Berkeley (A.B., with distinction, 1971)

Practice Group and Specialty Team Memberships

  • Member, Lane Powell Board of Directors
  • Apparel and Footwear
  • Business
  • Corporate Finance and Securities
  • Mergers and Acquisitions
  • Food, Beverage and Hospitality
  • Foreign Corrupt Practices Act, Bribery and International Anti-Corruption
  • Long Term Care and Seniors Housing Client Service Team
  • Real Estate
  • Retail
  • Securities Litigation
  • Startups and Emerging Companies
  • Regulatory Compliance and Special Investigations

Recent Transactions

  • Private equity in its equity investment in Fiesta Concession Corp.
  • SanMar Corp. in its acquisition of Elcatex LLC
  • Intercoastal, Inc. in the sale of the company to Herndon Products, Inc.
  • K&L Distributors, Inc. in the sale to Anheuser-Busch InBev
  • Nordstrom, Inc. (NYSE: JWN) in its equity investment in Bonobos, Inc.
  • Pizza Blends, Inc. in its sale to C.H. Guenther & Son, Inc.
  • Caffé D’arte in its purchase and rebranding of five Tully’s franchises
  • New Wave Group AB (NEWAB.ST) in its purchase of Paris Glove of Canada, Ltd.
  • New Wave Group AB (NEWAB.ST) in its purchase of Ahead, Inc.
  • Rogers & Norman in its sale to Brown & Brown, Inc. (NYSE:BRO)
  • MCM in its combination with Bacic Group, Inc.
  • Fleischmann Office Interiors, Inc. in its sale to Chukchansi, Inc.
  • Special Committee of Zones, Inc. (NASDAQ: ZONS) in the going private transaction
  • Alaska Distributors Co. in the sale of its Washington business to Columbia Distributors
  • Alaska Distributors Co. in the sale of its Alaska business to The Odom Corporation
  • Liberty Mutual Group in the purchase of Safeco Corporation (NYSE: SAFC)
  • Advanced H2O, LLC and its management team in the sale of the company to HM Advanced Holdings, LLC
  • KAREC FCI, Inc. and its management in the sale and related transactions with Bentall U.S. Limited Partnership and Rushmore Partners LLC
  • Nordstrom, Inc. (NYSE: JWN) with respect to the $210 million sale of its Façonnable fashion house to M1 Group
  • Cutter and Buck Inc. with respect to its sale to New Wave Group AB
  • Simon G. Golub & Sons, Inc. in its sale to Shrenuj and Company Limited
  • Java Trading Co. with respect to the company’s sale to Distant Lands Trading Company
  • Kennedy Associates Real Estate Counsel, Inc. in connection with its sale to Bentall U.S. Limited Partnership
  • Advanced H20 with respect to the sale to LaSalle Capital
  • Nordstrom, Inc. (NYSE: JWN) with respect to the purchase of a majority interest in Jeffrey’s
  • Enchanted Parks in the sale of the park to Six Flags, Inc. (NYSE: PKS)
  • Alltel Corp. (NYSE: AYZ) with respect to the company’s acquisition of Western Wireless Corp. (NASDAQ: WWCA)
  • Private equity with respect to the purchase of Essential Baking Company
  • United Online, Inc. (NASDAQ: UNTD) with respect to the company’s purchase of Classmates.com
  • Abacus Engineered Systems, Inc. with respect to the company’s sale to Schnieder Electric
  • Metropolitan Travel, Inc. with respect to the company’s sale to Expedia, Inc. (NASDAQ: EXPE)
  • Nordstrom, Inc. (NYSE: JWN) with respect to the company’s repurchase of the interests held by Benchmark Capital and Madrona in Nordstrom.com, Inc.
  • ImageX.com, Inc. (NASDAQ: IMGX) with respect to the company’s sale of Extensis, Inc. to Cleartum Technology, USA, Inc. and its sale to Kinko’s, Inc.
  • Highwire, Inc. with respect to the company’s sale to Galileo International, Inc., a subsidiary of Cendant Corporation (NYSE:CD)
  • ImageX.com (NASDAQ: IMGX) in the acquisition of CreativePro.com, Inc. and with respect to the company’s Private Investment in Public Equity (PIPE) financing of Common Stock

Publications

  • “Executive Compensation and the Economy — Can We Learn From Our Mistakes?” Seattle Business magazine (July 2009)
  • Securities Regulation of Real Estate Transactions, Washington Real Property Deskbook (January 2009)
  • “Executive Pay Comes Under Renewed Scrutiny,” Puget Sound Business Journal (May 2007)
  • Sales Remedies, Washington Commercial Law Deskbook, Editor

Speaking Engagements

  • “Legal and Accounting Issues Surrounding Raising Capital and/or Selling Your Business,” Moss Adams LLP and La Salle Capital’s Expand Your Brand Seminar (May 16, 2012)
  • “Corporate & Securities Law Insights” (December 2010)
  • “2009 Securities Review,” Corporate & Securities Law Insights Seminar (December 2009)
  • “Oversight and Foresight: The Evolving Board Agenda,” Seattle University 5th Annual Directors Training Academy (June 2007)
  • “Best Practices for Your Compensation Committee,” Seattle and Portland Directors Roundtable Seminar: “What Your Audit and Compensation Committee Needs to Know” (December 2006)

Awards and Honors

  • Named as one of The Best Lawyers in America®, Corporate Governance, Corporate, Employment Individuals, Employment Management, Mergers & Acquisitions (1987-2015)
  • Named as a “Washington Super Lawyer,” Super Lawyers® magazine, Mergers and Acquisitions (“Top 100 Washington Super Lawyers,” 2011-2012, 2014)
  • Listed as one of Puget Sound’s top lawyers who completed “regions biggest deals of 2010,” Puget Sound Business Journal (February 25, 2011)
  • Named as a “Top Business Lawyer” in Corporate Law, Seattle Business magazine (2008)
  • Named as a “Top Lawyer,” Washington CEO (2008)
  • AV Preeminent® in Martindale-Hubbell® Peer Review Ratings™
  • Recommended by Chambers USA: America’s Leading Lawyers for Business, Corporate/Commercial
  • Fellow, American Bar Foundation

Professional and Community Activities

  • Immediate Past Chairman and Board Member of Kline Galland which operates residential and community services for seniors
  • Past President and Board Member of the Samuel and Althea Stroum Jewish Community Center
  • Past Advisory Board Member, Seattle University Center on Corporations, Law and Society’s Directors Training Academy
  • Member, American Bar Association
  • Member, Washington State Bar Association
  • Member, King County Bar Association

Michael E. Morgan

Shareholder | Seattle | 206.223.7013 | morganm@lanepowell.com

Date
08.18.2014
06.13.2014
06.03.2014
01.29.2014
08.15.2013
06.14.2013
06.13.2013
02.06.2013
08.28.2012
06.13.2012
06.11.2012
12.28.2011
08.31.2011
08.09.2011
06.20.2011
06.14.2011
03.21.2011
03.07.2011
08.05.2010
07.20.2010

Michael E. Morgan

Shareholder | Seattle | 206.223.7013 | morganm@lanepowell.com

Date
06.19.2009
05.25.2007