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Practice Areas | Business & Taxation

Our Business Department attorneys have provided an extensive range of services to our business clients. Our firm represents many business entities providing advice concerning form of selection of the business entity, formation of the entity, compliance with Oregon law and various general legal matters as they arise in the operation of the business. The lawyers of our Business Department have represented clients in the formation of corporations, partnerships, limited liability companies and limited partnerships. Our attorneys have assisted with business reorganizations including mergers and tax-free spin offs. We work with clients and their accountants to coordinate both the corporate documentation as well as the tax planning for these types of transactions. In addition to assisting clients in the formation and daily operation of their business entities, the attorneys of our Business Department have provided extensive services assisting clients in the purchase and sale of businesses. These transactions have included the purchase and sale of business assets as well as the purchase and sale of corporate stock. We have handled business transactions ranging from small asset acquisitions to major purchases or sales.

In addition, our attorneys have extensive experience relating to real estate acquisition, leases and loan documentation. In the area of leasing documentation, our attorneys have experience in negotiation and documentation of ground leases, shopping center leases and office leases. In regard to loan documentation, we have represented borrowers and lenders in the negotiation and preparation of loan agreements, promissory notes, trust deeds, loan work out agreements and loan modification documents. Since our Business Department deals primarily with individuals and their closely held entities, we combine our legal and tax experience to coordinate the planning of our clients business, real estate and estate planning affairs.

• Tax-free spin off of an operating division with a value of $1.5 million from its parent corporation with a net worth of $16 million.
• Acquisition of a 50% interest in a partnership by one partner from the other followed by tax-free formation of a new corporation, including the preparation of all corporate organizational documents as well as a comprehensive shareholder buy-sell agreement.
• The asset acquisition of a Northwest manufacturing business by a New Jersey based national corporation (sale value $250,000).
• Sale of the assets of a small retail business including fixed assets and inventory. This transaction included the preparation of documents providing for the installment payment of the purchase price as well as perfecting a security interest under the Uniform Commercial Code for the protection of the seller.
• The acquisition of a minority shareholder's interests under the terms of a Shareholder Buy-Sell Agreement. In addition to providing services for specific transactions, the attorneys of our Business Department also provide legal advice on routine legal matters including various forms of contracts such as Distributor Agreements, Employment Contracts and Executive Deferred Compensation Agreements.