Philip J. Carstens

Philip J. Carstens

Philip has more than 40 years of experience advising clients on a wide array of complex business matters including mergers, reorganizations, acquisitions and other financial transactions. He is recognized as one of the nation’s most experienced attorneys in the design and implementation of employee stock ownership plans (“ESOPs”) and other plans governed by ERISA. Philip was selected as a “Best Lawyer” in the Tax category in the 2010 U.S. News & World Report and has been listed in The Best Lawyers in America for Tax Law since 1995.


American Bar Association, Member

Spokane County Bar Association, Member

Legislative and Regulatory Committee of The ESOP Association, Member

NW Chapter of The ESOP Association, Former Officer/Director



Employee Stock Ownership Plans – an Overview

Author, K&L Gates Publication, 2008 Edition


Roth Design Features and Other Advanced Design Strategies in ESOP Transactions

Moderator, 2016 NCEO Employee Ownership Conference, April 2016

Debate: Alternative Views on Dudenhoeffer and the GreatBanc Settlement

Panel Member, NCEO Annual Meeting, 2015

IRS and DOL Correction Programs

Speaker, ESOP Association Annual Meeting, 2014

Use of Warrants in ESOP Transactions

Speaker, NCEO Annual Meeting, 2013 and 2014

How is a Valuation Different than a Fairness Opinion?

Speaker, ESOP Association Annual Meeting, 2013

ESOP Policy Decisions – Effect on Benefits Valuation

Speaker, NCEO Annual Meeting, 2012

Corporate Finance 100% S. Corporation

Speaker, ESOP Association Annual Meeting, 2012

Corporate Governance

Speaker, Northwest Chapter of ESOP Association, 2012

You’ve Received an Unsolicited Offer to Sell, Now What?

Speaker, NCEO Annual Meeting, 2011

Organizing and Structuring Sale of Stock to an ESOP

Speaker, ESOP Association Annual Meeting, 2011

The Responsibility of the Board of Directors in Addressing ESOP Repurchase Obligation

Speaker, NCEO Annual Meeting, 2010

Strategies for Liquidity and Legacy

Speaker, ESOP Association Meeting, 2009

BusinessEmployee Benefits & Executive CompensationEmployee Stock Ownership PlansMergers & AcquisitionsTax


Tel: 509.241.1563Fax: 844.462.2900


The Best Lawyers in America© Tax Law, 1996-present

Best Lawyer – Tax, U.S. News and World Reports, 2010

Martindale-Hubbell AV Rating



LL.M., Taxation, New York University School of Law, 1974

J.D., University of San Francisco School of Law, 1973

B.A., Seattle University, 1970


Bar Admissions

Washington, 1973

Idaho, 2003

Oregon, 2003



Foster Pepper PLLC, Member, 2015-Present

K&L Gates

  • Administrative Partner, 2010-2015
  • Management Committee, 2010-2013
  • Partner, 2007-2015

Lukins & Annis, PS

  • Managing Partner, 1994-1999
  • Principal, 1977-2006

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