Brian B. DeFoe

Shareholder | Seattle | 206.223.7948 |

Areas of Practice

Brian DeFoe is a business lawyer assisting clients in customer-facing industries on matters of business formation, governance and finance, as well as regulatory compliance.

Business formation, governance and finance. In the course of his practice, Brian frequently provides guidance to entrepreneurs and companies with respect to entity selection, formation and capitalization, as well as current best practices in corporate governance. As part of his role in advising clients on corporate governance, Brian is regularly called upon to assist in internal investigations of alleged wrongdoing and to advise Boards of Directors with respect to such concerns. Brian has extensive experience advising clients of all sizes in connection with capital-raising transactions, including public and private securities offerings conducted in compliance with federal and state securities laws, and the entry into credit facilities with clients’ banking partners.

Regulatory Compliance. Brian is pleased to assist clients in connection with various matters of regulatory compliance across a broad spectrum of industries, including:

  • Assisting clients in compliance with their obligations under state and federal securities laws, including governance and periodic reporting requirements under the Securities Exchange Act of 1934, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Jumpstart Our Business Startups Act of 2012 and the Sarbanes-Oxley Act of 2002.
  • Advising clients on their obligations under state and federal laws regarding the manufacturing, distribution and sale of alcoholic beverages, including obligations under the Federal Alcohol Administration Act.
  • Counseling clients in connection with obligations arising under the Consumer Product Safety Act, including obligations arising with respect to the recall of potentially hazardous products.

Professional Experience

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

Admitted to Practice

  • Washington

Academics and Accreditations

  • 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)
  • Level 2 Award in Spirits, with distinction, Wine & Spirit Education Trust (2017)
  • Class 12 Mixologist Permit, Washington State Liquor and Cannabis Board Mandatory Alcohol Serving Training (2017-2022)

Practice Group and Specialty Team Memberships

  • Business
  • Canada Practice
  • Corporate Finance and Securities
  • Food, Beverage and Hospitality
  • Investigations, Compliance and White Collar
  • Mergers and Acquisitions
  • Private Investment Funds
  • Securities Litigation
  • Startups and Emerging Companies

Representative Matters and Clients

Brian has assisted in numerous business formations, mergers, acquisitions and corporate finance transactions, as well as counseling many clients in connection with corporate governance and regulatory matters.  Some examples of those matters include the following:

  • Advised NYSE-traded issuer in connection with A/B exchange of $650 million in senior notes
  • Represented micro-distillery in connection with formation, registration with state and federal regulatory agencies, and general business matters
  • Represented privately-held software developer in connection with its sale to private equity buyer
  • Advised UK-based technology company in acquisition of Washington-based military supplier
  • Counseled international seller of yarn and craft supplies in connection with distribution agreements, capital raising transactions, corporate governance and general business matters
  • Represented health care software developer in acquisition of insurance billing platform
  • Advised NYSE-traded issuer in connection with $1 billion public offering of senior notes
  • Counseled publicly held apparel company in connection with its $156 million sale to a Swedish public company
  • Advised numerous public companies in connection with shareholder proposals
  • Assisted biotechnology company in its initial public offering
  • Advised small-batch yarn and woolen roving manufacturer and distributor in connection with formation, capital raising and distribution matters
  • 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
  • Advised numerous public companies in connection with matters of deregistration, federal securities laws and the suspension of the duty to file reports under the Securities Exchange Act of 1934
  • Assisted numerous public companies in response to SEC staff inquiries, comment letters and investigations
  • Advised commercial tenant brokerage in connection with sale of business to international public company buyer
  • Counseled numerous public and private companies in connection with investigations related to suspected wrongdoing by corporate executives, accounting irregularities and related matters


  • “Content Marketing Done Right: A Case Study (With Refreshments),” Repechage Group Newsletter Issue #22 (June 2017)
  • “Episode 23: The Attorney — Brian DeFoe,” The Distillery Nation Podcast (April 27, 2017)


  • Founder and principal contributor to “HoochLaw” blog
  • “Food and Beverage Manufacturers: Eschew Compositional Obfuscation,” Oregon Business magazine (October, 2017)
  • “The Care and Feeding of Stakeholders (How You Meet Your Legal Duties to Your Mother),” Artisan Spirit magazine (September 2017)
  • “Three Simple Rules: A Short Course on Marketing and Advertising Your Spirits,” Artisan Spirit magazine (June 2017)
  • “‘But I Don’t Ever Intend to Sell.’ Build Value in Preparation for a Potential Sale, Imminent or Hypothetical,” Artisan Spirit magazine (Spring 2017)
  • “Just When You Thought the Bourbon Lawsuits Were Over…” The Whiskey Reviewer, Quoted (January 24, 2017)
  • “Dropping Your Bond: Thrifty or Risky?” Artisan Spirit magazine’s blog, Quoted (January 2, 2017)
  • “Charging the Still: Methods of Raising Capital for Your Spirits Business,” Artisan Spirit magazine (December 2016)
  • “Cannabis Attorney Profile: Brian DeFoe Lane Powell PC Seattle,” Cannabis Law Report, Quoted (November 17, 2016)
  • “Common Mistakes Made by Early-Stage Entrepreneurs (and Tips for Avoiding Them),” Artisan Spirit magazine (September 2016)
  • “Before You Subscribe: Cannabis Investor Education,” Oregon Business magazine (September 2016)
  • “High Stakes: Investing in a Legal Marijuana Business,” Lane Powell White Paper, Co-Author (July 8, 2016)
  • “The JOBS Act: The Key to a Kinder, Gentler Public Offering?” Seattle Business magazine (September 2015)
  • “Securities and Exchange Commission Adopts Final Rules Regarding Pay Ratios,” Lane Powell Legal Update (August 6, 2015)
  • “Securities and Exchange Commission Proposes Rules Regarding Claw-Back of Executive Compensation,” Lane Powell Legal Update (July 1, 2015)
  • “M&A Deals: Taking Risks to Reach Rewards,” M&A Deal Strategies — Leading Lawyers on Conducting Due Diligence, Negotiating Representations and Warranties, and Succeeding in a Post-Recession Market, Aspatore Books (2015)
  • “Tips for Funding Your Business Without Going to Jail,” Puget Sound Business Journal Startups and Emerging Companies: Kick-start Your New Year Special Insert (October 31, 2014)
  • “Three Years Later: Dodd-Frank and Those Too Small to Succeed,” Issues and Answers magazine, Washington Bankers Association (July/August 2013)
  • “The Private Equity Prom — How to Land the PE Firm of Your Dreams,” Seattle Business magazine, Co-author (June 2013)
  • “Of Boards and Bike Races — Choosing a Board of Advisers Who Will Kick in When the Going Gets Tough,” Seattle Business magazine (May 2010)
  • “Closing the Deal — Going For the Total ‘Win’ May Not Be the Best Strategy,” Seattle Business magazine (November 2009)

Speaking Engagements

  • “Selecting Your Board of Directors and What to Expect From Them,” Lane Powell’s Third Annual Startups and Emerging Companies Seminar, Co-presenter, Seattle (December 8, 2016)
  • “In the Beginning: Brief Overview of Alcoholic Beverage Law” and “Three-Tier Distribution Relationships and Agreements,” National Business Institute Winery and Vineyard Law Seminar (December 5, 2016)
  • “Brewery and Distillery Business Entity Selection, Formation, Finance and Insurance,” National Business Institute Brewery and Distillery Law Seminar (August 30, 2016)
  • “An Overview and Discussion of Corporate Directors’ Responsibilities and Duties,” Keiretsu Forum Northwest Academy, Co-presenter (May 4, 2016)
  • “Preparing for Exit,” Lane Powell’s Second Annual Startups and Emerging Companies Seminar, Co-presenter, Seattle (December 2, 2015)
  • “Funding Your Business Without Going to Jail,” Lane Powell’s First Annual Startups and Emerging Companies Seminar, Seattle (December 4, 2014)
  • Global Trade & Treasury Management Panel, co-sponsored by Lane Powell, Panelist (May 6, 2011)
  • 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

  • Named one of The Best Lawyers in America®, Corporate Law (2018)
  • Named as a “Washington Rising Star,” Super Lawyers® magazine, Corporate Finance, (2002-2008, 2012)

Professional and Community Activities

  • Board of Directors and General Counsel, Greater Seattle Chamber of Commerce (2014-Present)
  • Board of Directors, Washington Distillers Guild (2016-Present)
    • Education Committee
  • American Craft Spirits Association (2017-Present)
    • Education Committee
  • Former Member, Board of Directors, PAWS (2011-2014)
  • Former Member, Washington State Bar Association Pro Bono and Legal Aid Committee

Brian B. DeFoe

Shareholder | Seattle | 206.223.7948 |