I currently lead Ashbaugh Beal’s Corporate/ Securities Law Group. My practice is focused on the formation, financing and governance of private, public and emerging growth companies, and transactions such as private placements, debt financing, mergers and acquisitions, joint ventures, strategic alliances and technology licensing. I also advise my clients on matters of executive compensation, protection of intellectual property and employment law.
A large component of my practice involves “strategic lawyering”. Many clients seek my advice not only about addressing the legal aspects of particular business conflicts and litigation matters affecting their business, but also about how to handle such issues in the context of their broader, strategic business goals and important business relationships. Although I am first and foremost a transactional lawyer, I frequently put together teams of litigators, insurance coverage lawyers, accountants and other third-party professionals and orchestrate and supervise the prosecution and defense of disputes and litigation matters to ensure that my clients’ business goals are always kept at the forefront and their critical business relationships are preserved. In other words, I don’t follow the traditional “win at all costs” approach other law firms use in litigation or dispute resolution. Instead, I strive to understand what a “win” truly means to my client’s business and captain a team to pursue that goal. “Strategic lawyering” means that in many ways I act as my client’s outside General Counsel and their trusted advisor. And that is exactly what I aim to be.
I am not only a lawyer, but also a former entrepreneur and business owner. That business experience makes me uniquely qualified to serve as a “strategic lawyer” to my clients. I co-founded and subsequently orchestrated the sale of digital media company RocketVox to Seattle software innovator thePlatform, where I served as VP of Corporate Development/General Counsel until 2001.
A substantial portion of my practice is devoted to representing professional sports related businesses, including the majority owner of the Seattle Sounders. I am also the founder and Executive Director of Eagleclaw Football Club, a youth soccer club partnered with Valencia C.F. and focused on developing the next generation of top American soccer players.
- Technical Glass Products, $10 million acquisition of operating division from Pilkington North America, Inc.
- North Creek Shops, LLC, $670,000 Private Placement Financing
- Revolve SE, Inc., $1.175 Private Placement Financing
- Acquisition of Crescent Sheet Metal, Inc. $750,000
- Cadre Centerview Apartments, LLC, $1.27 million Private Placement Financing
- Cadre Wilmot Apartments, LLC, $1 million Private Placement Financing
- CRE Velo, LLC, $3.8 million Private Placement Financing
- Behnke Family Trusts, Sale of Sur La Table to Investcorp
- BigDoor Media, Inc., Series A Preferred Stock Financing, Investment Contract Financing and Convertible Note Financing
- BluWater Consulting, LLC, sale of the company to Sogeti USA LLC (representation of a selling member)
- Evolute Consolidated Holdings, Inc., Acquisition of MidTech Partners, Inc.
- 2008 Granite Bay Lands Fund, Formation of $130 million Private Equity Real Estate Fund
- Adamson Apartments, LLC, $2.0 million Private Placement Financing
- Ansonia Partners, LLC, $2.1 million Private Placement Financing
- Imagekind, Inc. sale of the company to CafePress.com, Inc.
- HSC Real Estate, Inc., sale of the company to Consolidated American Services, Inc.
- Louis Arms Apartments, LLC, $1.5 million Private Placement Financing
- Resolute Solutions Corporation, $4.5 million Series A Preferred Stock Financing
- ImageKind, Inc., $2.56 million Series A Preferred Stock
- Shelfari, $900,000 Series A Preferred Stock Financing
- BD Lawson Partners, LP and BD Village Partners, LP, $170 million debt and equity financing
- Behnke Family Trusts, $12 million investment in Sur La Table, Inc.
- Black Diamond Properties, LP, $13,000,000, Private Placement Financing
- Black Diamond Properties, LP, $1,000,000, Private Placement Financing
- Orchard Park – Yuba City, LP, $3,700,000, Private Placement Financing
- Blue Oaks – Roseville, LP, $4,375,000, Private Placement Financing
Corporate and Partnership
University of Washington Law School (J.D., 1995)
Arizona State University (B.S., Political Science, 1988)
Admitted to Practice: Washington, 1995
Washington State Bar Association
U.S. Marine Corps, 1986-1999
Super Lawyer, Super Lawyers Magazine, 2011 – 2018
AVVO Top Securities Offerings Lawyer, Washington CEO Magazine, 2008
Rising Star, Washington Law & Politics Magazine, 2003- 2007
- SEC will miss deadline for lifting general solicitation ban, 2012
- New private placement rules expected on July 5, 2012, 2012
- Good news for startups in need of financing. “Crowdfunding” may be on the way, 2011
- Stimulating Startups: The trouble with the President’s proposal, 2011
- Preferred stockholders lose clever redemption argument, 2011
- Congress reverses course; eliminates SEC exemptio9n to Freedom of Information Act, 2010
- Reverse stock splits can be used to force out minority shareholders, says Washington Supreme Court, 2010
- Amendment to preserve regulation D passes, 2010
- Update: Amendment proposed to preserve regulation D, 2010
- Financial regulation overhaul threatens startup company financing, 2010
- Washington’s new tax laws target businesses, deals, directors and officers, 2010
- Who is on the hook, you or your company?, 2010
- Convertible promissory notes are not always securities, 2010
- FINRA advises securities firms and brokers to monitor social media websites, 2010
- You don’t have to know the securities laws to be criminally guilty of a willful violation, 2010
- Senator Kerry proposes legislation restricting classification of workers as independent contractors, 2010
- “What form of business entity is best for me?” –The Entity Comparison Matrix, 2009
- FASB moves closer toward significant revision of financial statement standards, 2009