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For more information, please contact the Labor and Employment Practice Group at Lane Powell:

206.223.7000 Seattle
503.778.2100 Portland
907.277.9511 Anchorage
employlaw@lanepowell.com

Read the May 13 TechCrunch article titled “Twitter Acquires Big Data Visualization Startup Lucky Sort, Service to Shutter in Months Ahead” and the Portland Business Journal article titled “Twitter Snaps Up Data-Focused Portland Startup“ regarding this acquisition.

Connelly focuses his practice on estate planning and wealth transfer strategies, as well as drafting a full range of estate planning documents including wills, trusts and powers of attorney. He advises trustees and personal representatives on trust and estate administration, and on non-judicial dispute resolution. Connelly has experience working with Native American tribal legal issues, including estate planning for Native American individuals and providing expertise on tribal probate codes. He also has experience assisting clients with the formation of limited liability corporations, nonprofit corporations and startup companies, and assisting those clients with corporate structuring, financing and tax issues.

Connelly received his J.D. and LL.M. in taxation from the University of Washington School of Law and his M.S. and B.S. in earth systems from Stanford University.

Duncan Connelly focuses his practice on estate planning and wealth transfer strategies, as well as drafting a full range of estate planning documents including wills, trusts and powers of attorney. He advises trustees and personal representatives on trust and estate administration, and on non-judicial dispute resolution. Duncan has experience working with Native American tribal legal issues, including estate planning for Native American individuals and providing expertise on tribal probate codes. Duncan also has experience assisting clients with the formation of limited liability corporations, nonprofit corporations and startup companies, and assisting those clients with corporate structuring, financing and tax issues.

Professional Experience

• Foster Pepper PLLC
  • Associate (2010-2013)
  • Summer Associate (2009)
• Institute for Indian Estate Planning and Probate, Estate Planning Intern (2008)
• Washington State Attorney General, Torts Division, Legal Extern (2007)
• National Oceanic & Atmospheric Administration Coastal Services Center, Presidential Management Fellow (2004-2006)
• Stanford University Earth Systems Program, Program Assistant (2002-2004)
• Starbucks Coffee Co., Senior Store Manager (1993-1999)

Admitted to Practice

• Washington

Academics

• University of Washington School of Law (J.D., 2010)
• University of Washington School of Law (LL.M., Taxation, 2010)
• Stanford University (M.S., Earth Systems, 2004)
• Stanford University (B.S., Earth Systems, 2004)

Practice Group and Specialty Team Memberships

• Trusts and Estates

Publications

• “Probate of an Indian Decedent’s Trust, Personal, and Real Property,” Native Legal Update Blog (July 2009)
• “An Analysis of Commercial Uses in the Olympic Coast National Marine Sanctuary: Informing Compatability Decision-Making,” Environmental Management Program Keystone Project, University of Washington, Co-author (June 2009)
• “Ecological Applications for Fisheries Management: Tools for Marine Reserve Design,” Masters Project, Stanford University (June 2004)

Speaking Engagements

• “Estate Planning 101: Planning Your Estate to Maximize Your Control,” Washington Association of School Administrators Superintendent Workshop (May 2011)

Awards and Honors

• Henry Luce Fellowship in Environmental Management (2007-2008)
• Stanford Centennial Teaching Award (2004)

Professional and Community Activities

• University of Washington GreenLaw
  • Board Member
  • Outreach Director
  • 1L Representative
• University of Washington Federal Tax Clinic (2008-2009)

Seattle Office Attorneys:

Patrick J. Franke, who joins as a shareholder, was previously a partner at Graham & Dunn, where he was chair of the firm’s Corporate Practice Group. Franke has an active corporate and transactional practice with a focus on providing strategic counsel to his client’s owners, boards of directors and management on a wide range of business matters, such as capitalization, restructuring and governance. He also advises clients on financing, mergers and acquisitions, licensing and distribution transactions, and other commercial matters. Franke represents businesses in a wide variety of industries, including venture-backed and private equity-owned companies.

Franke received his J.D. from the University of Texas and his B.A., magna cum laude, from Santa Clara University.

Jessica F. Hoerschelmann, who joins as an attorney, was previously at Graham & Dunn. She focuses her practice on general corporate and transactional matters with an emphasis on corporate formation, planning and governance, mergers and acquisition transactions, stock and asset sales, contract drafting and review, and intellectual property advice and protection. She also advises clients in the beverage industry on licensing and permitting, as well as regulatory compliance issues.

Hoerschelmann received her J.D. from the University of Washington School of Law and her B.A., magna cum laude, from the University of Puget Sound.

Matthew D. Viers, who joins as an attorney, was previously at Graham & Dunn. He focuses his practice on corporate and transactional matters, specifically in the areas of venture capital financing, mergers and acquisitions, intellectual property protection and securities law compliance. Viers also has experience advising business owners on debt and equity capitalization issues, intellectual property value maximization and exit planning.

Viers received his J.D. from the University of Washington School of Law and his B.B.A. in finance, summa cum laude, from Seattle Pacific University. Viers is also an accredited senior appraiser in business valuation from the American Society of Appraisers.

Portland Office Attorney:

A. Jeffery Bird, who joins as a shareholder, will concentrate his practice on assisting clients with complex business transactions, including mergers and acquisitions, public and private securities offerings, tender offers, proxy contests, divestitures for public and private companies, corporate finance, securities law and venture capital transactions.

Prior to joining Lane Powell, Bird was a shareholder at Schwabe, Williamson & Wyatt where he chaired the firm’s Business Transitions Practice Group and co-chaired the firm’s Corporate Finance and Securities Group. He has more than 25 years of experience as a business transactional attorney. Bird has extensive knowledge of SEC compliance matters, and he regularly advises public companies on Dodd-Frank and Sarbanes-Oxley compliance issues, corporate governance matters and SEC periodic reporting requirements under the Securities Exchange Act of 1934. He also advises and works closely with boards of directors, board committees, special committees and management.

Bird received his J.D. from the University of Virginia School of Law, and his B.A., cum laude, with a Certificate in Commerce and a double major in business administration and philosophy from Washington and Lee University.

Jeff Bird has more than 25 years of experience assisting clients with complex business transactions, including mergers and acquisitions, public and private securities offerings, tender offers, proxy contests, divestitures for public and private companies, corporate finance, securities law and venture capital transactions. Jeff is a business transactional lawyer who has extensive knowledge of SEC compliance matters, and he regularly advises public companies on Dodd-Frank and Sarbanes-Oxley compliance issues, corporate governance matters and SEC periodic reporting requirements under the Securities Exchange Act of 1934. He advises and works closely with boards of directors, board committees, special committees and management. In 2008, Jeff served as interim General Counsel of Movie Gallery, Inc., a public company with more than a billion dollars in revenue.

Jeff has developed a niche practice in assisting business owners plan for and execute business transitions and succession planning. In June 2012, Jeff was awarded the Certified Exit Planning Advisor credential from the Exit Planning Institute, joining more than 131 other certified exit planning professionals worldwide.

Professional Experience

• Schwabe, Williamson & Wyatt, Shareholder (2006-2013)
• Garvey Schubert Barer, Shareholder (1989-2006)
• Jones Day, Senior Associate (1981-1989)

Admitted to Practice

• Oregon
• Washington
• District of Columbia
• U.S. District Court, District of Columbia
• U.S. Supreme Court

Academics

• University of Virginia School of Law (J.D.)
  • William Minor Lile Moot Court Competition, Finalist
• Washington and Lee University (B.A., cum laude, with Certificate in Commerce, Double Major in Business Administration and Philosophy)

Practice Group and Specialty Team Memberships

• Business
• Mergers and Acquisitions

Representatives Matters and Clients

• $80 million commutation of certain trust assets subject to First and Second Lien Indentures of WMI Holdings Corp., successor to Washington Mutual, Inc.
• $130 million First and Second Lien Indenture of WMI Holdings Corp., successor to Washington Mutual, Inc.
• Retained as Special Securities Counsel to Official Committee of Equity Security Holders of Washington Mutual, Inc. in connection with emergence of WaMu from bankruptcy.
• Represented shareholders of Washington Mutual, Inc., in suit to force annual shareholders meeting.
• Represented Clear One Health Plans in $58 million going private merger transaction with Pacific Source Health Plans.
• Represented Clear One Health Plans in successful takeover defense against dissent shareholder.
• Represented Toyota Tsusho Corporation in acquisition of C.B. Equipment Co.
• Represented Movie Gallery, Inc., in conversion of approximately $68 million of first lien debt to equity.
• Represented Clear Choice Health Plans, Inc., in acquisition of third party administration company.
• Represented Reptron Corporation in $50 million going private merger transaction.
• Represented Reptron Corporation in connection with launch and completion of $30 million debt tender offer.
• Represented Clear Choice Health Plans, Inc., in first conversion in the State of Oregon of a health care services contractor to domestic stock insurance company and took company public.
• Represented Clear Choice Health Plans, Inc., in $7.5 million intrastate securities offering.
• Represented Assisted Living Concepts, Inc., in $130 million going private merger transaction.
• Represented Assisted Living Concepts, Inc., in legal defeasance of $40.25 million Senior Secured Notes and $15.25 million Junior Secured Notes.
• Represented Assisted Living Concepts, Inc., in sale of assets and partial redemption of $40.25 million Senior Secured Notes.
• Secured $50 million Term Loan and Revolver for Voicecom Systems, Inc.
• Represented InFocus Corporation in $5 million Series A Preferred Stock venture funding.
• Obtained $16 million settlement for Rentrak Corporation in connection with breach of contract and fraud suit against Hollywood Video.
• Represented Rentrak Corporation in $20 million spin-off transaction.
• Assisted client in establishing $20 million Secured Credit Facility.
• Represented issuer in private placement of $50 million Senior Notes.
• Represented Rentrak Corporation in $10 million secondary public offering of common stock.
• Assisted TRW, Inc., with $500 million self-tender offer.
• Represented issuer in $10 million private placement.

Publications

• “Transition Plans Allow for Smoother Exits,” Portland Business Journal (February 22, 2013)
• “Q&A, Jeffery Bird on Corporate Governance,” Portland Business Journal (September 9, 2011)
• “Dodd-Frank Bill will Force Greater Scrutiny of CEO Salaries,” Portland Business Journal (September 3, 2010)
• “Controversial SEC Rules Favor Shareholder Activists,” Portland Business Journal (August 21, 2009)
• “Corporate Buy-Sell Agreements,” Advising Oregon Businesses, Supplement to Chapter 23, Oregon State Bar, Co-author (2007)
• “Proposed SEC Rules Expand Private Placement Opportunities,” Portland Business Journal (September 14, 2007)

Speaking Engagements

• “Governance Failures in the Headlines: Lessons Learned,” National Association of Corporate Directors Northwest Chapter – Portland, Panelist and Co-chair (September 2013)
• “Nonprofit Boards: Best Practices and Leading Through Changing Governance and Disclosure,” National Association of Corporate Directors Northwest Chapter – Portland, Moderator and Co-chair (May 2012)
• “Changes and Challenges Driving the Audit Committee Agenda,” KPMG Audit Committee Roundtable, Panelist (June 2011)
• “Ebitdda Schmebitda: 10 Things you Must do to Build Your Business Value and Prepare for the Inevitable,” U.S. Trust Seminar (May 2011)
• “Selling in the Sweet Zone: Why You Should Plan Now For Your Future Business Transition Event,” Panelist (January 2011)
• “The Board’s Role in Corporate Strategy,” National Association of Corporate Directors Northwest Chapter – Portland, Co-chair (October, 2010)
• “Developments in Disclosure Regulation,” Willamette Securities Regulation Conference, Panelist (2009)
• “The Business Owner’s Guide to Litigation,” Moderator, 2009
• “Developments in Disclosure Regulation,” Willamette Securities Regulation Conference, Panelist (2008)
• “Audit Committee Effectiveness Post SOX: Looking Back, Thinking Ahead,” KPMG Audit Committee Roundtable, Panelist (December 2007)
• “Exploring the Audit Committee’s Role in IT Governance,” KPMG Audit Committee Roundtable, Panelist (June 2007)

Awards and Honors

• Named as one of The Best Lawyers in America®, Mergers and Acquisitions (2013)
• Named as an “Oregon Super Lawyer,” Super Lawyers magazine, Corporate Mergers and Acquisitions (2009-2013)
• Recognized for his work in Mergers, Acquisitions and Buyouts by The Legal 500 (United States, Northwest Category)

Professional and Community Activities

• Exit Planning Institute, Certified Exit Planning Advisor
• Board Member, National Association for Corporate Directors Northwest Chapter (2011-Present)
• Chairman, Advisory Board of Northwest Chapter of National Association of Corporate Directors – Portland (2009-Present)
• Oregon State Bar
  • Chair, Securities Regulation Section (Present)
  • Member, Corporate Counsel Section
  • Member, International Law Section
  • Member, Business Law Section
• Steering Committee, 32nd Annual Northwest Securities Institute (2012)
• Member, The Arlington Club
• Former Chair and Board Member, Business for Culture and the Arts (2011-2012)
• Board Member, Oregon Wildlife Heritage Foundation

Are you looking for someone to invest in your new company or help expand your business? Landing private equity (PE) financing can be like preparing for your high school prom. To impress that special someone you have admired, you must be organized, confident and forward-thinking. Remember, as Mitt Romney said: “Corporations are people, too.” Getting PE financing is going to take all your best moves and more than a little luck.

When choosing potential partners, it helps to know your type. Just as you’d select a date for the prom, you need to know your ideal investor. Are you looking for an athlete who will help you sprint to a finish? Maybe you would rather spend time with a bookish straight-A student who can help you improve your own study habits. Focusing only on the person with the finest physique or the firm with the largest bankroll, may not be the best option. You want a complete package: someone who understands your business, with meaningful industry contacts and a skill set to maximize the likelihood of everyone’s success.

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The raid on Agriprocessors — still one of the largest in history — shocked and galvanized immigrants, their advocates and some in Congress. People pushed back against what they described as a misguided and inhumane response by law enforcement to what, at its core, was a failure of immigration policy, said Margaret Stock, an attorney in Anchorage, Alaska, who has testified before Congress on immigration and homeland security issues.

“It was a military-style raid, so it reminded people visually of some sort of terrorist incident; there were helicopters, people with flack vests,” Stock said. “We expect to see this kind of thing when there’s a terrorist incident, but not when it’s a group of indigenous people from Central America trying to support their families.”

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