Michael E. Morgan

Shareholder | Seattle | 206.223.7013 | morganm@lanepowell.com

Areas of Practice

Michael 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 and acts as regular outside counsel for Nordstrom, Inc. He has also represented a number of other public companies in the Pacific Northwest including Cutter & Buck, Inc., ImageX, Inc., Edmark Corporation, and N2H2, Inc. Some of his representative private company clients include Advanced H20, Essential Baking Company, Intelius, Java Trading, Kennedy Associates Real Estate Counsel, Masins Furniture, and SanMar Corporation.

Michael also provides regular representation in a wide range of business transactions including private equity, proxy contests, tender offers and various venture capital investments. 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 special counsel to Boards and to individual Board members of many companies. He has led a number of Board investigations on governance and risk management issues.

Michael has an active merger and acquisition practice and represents both buyers and sellers. Some of his recent transactions include representing the Special Committee of Zones, Inc. in its going-private transaction, Alaska Distributors Co. in the sale of its business to Columbia Distributing and The Odom Corporation, Liberty Mutual Group in its purchase of Safeco Corporation, Nordstrom, Inc. in its purchase of an interest in Jeffrey’s and its sale of Façonnable; Cutter & Buck Inc. in its sale to New Wave Group AB; Simon Golub & Sons, Inc. in its sale to Shrenuj and Company Limited; Java Trading Co. in its sale to Distant Lands Trading Company; and Advanced H20 in its sale to LaSalle Capital.

Michael has over 30 years of experience in representing clients in business transactions. He also acts as secretary to the Board of Directors of Cutter & Buck Inc. He serves on the advisory board of the Seattle University Center on Corporations, Law and Society’s Director Training Academy and is a regular speaker at securities programs, including the Seattle University Annual Directors Training Academy. He also holds the highest Corporate/M&A ranking in Chambers USA, is featured in America’s Leading Lawyers for Business, and has been named one of Washington’s “Most Amazing Lawyers” (2007). He has been named as one of The Best Lawyers in America® for 20 years and has been recognized every year as a SuperLawyer by Washington Law and Politics, including 2009, was recently named as a “Top Business Lawyer” in Seattle Business Monthly (2008) as well as the “Best Lawyers 2006” survey published by Seattle Metropolitan Magazine, and named one of the “Top Attorneys” for 2007 in Washington CEO.

Academics

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

Admitted to Practice

• Washington

Recent Transactions

• 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,” Seattle Business Monthly, 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

• “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

Professional and Community Activities

• Advisory Board Member, Seattle University Center on Corporations, Law and Society’s Directors Training Academy
• Vice President 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