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Overview

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.

Philip 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.

Professional Activities

  • American Bar Association, Member
  • Spokane County Bar Association, Member
  • The ESOP Association
    • NW Chapter, Former Officer/Director
    • Legislative and Regulatory Committee, Member

Experience

Experience

  • 2016 Boise, Idaho – Represented Alerus Financial, N.A, in its capacity as Trustee of the Diamond Line Delivery Systems, Inc. ESOP
  • 2015 Boise, Idaho – Represented Bankers Trust of South Dakota in its capacity as Trustee of the KNG, Inc. Employee Stock Ownership Trust. The representation involved the design and implementation of a leveraged ESOP and redemption strategy.
  • 2015 Los Angeles, California – Represented Alerus Financial, N.A. in its capacity as Trustee of the Hollywood Ribbon Industries, Inc. Employee Stock Ownership Trust in an asset sale involving a pass through vote by Plan participants.
  • 2014 Sandpoint, Idaho – Represented Alerus Financial, N.A. in its capacity as Trustee of the Lighthouse Employee Stock Ownership Trust in a transaction resulting in the ESOT owning 100% of the Company.
  • 2014 Midwest – Represented Bankers Trust Company of South Dakota in its capacity as Trustee of the Mead-Newkirk and Affiliates Employee Stock Ownership Plan and Trust in a second stage ESOP transaction.
  • 2014 Boise, Idaho – Represented Bankers Trust Company of South Dakota in its capacity as Trustee of the Home Federal Bancorp, Inc. Employee Stock Ownership Trust in connection with a merger into Cascade Bancorp.
  • 2014 Columbus, Nebraska – Represented Bankers Trust Company of South Dakota in its capacity as Trustee of the Mead-Newkirk & Affiliates Employee Stock Ownership Trust in a transaction resulting in the ESOT acquiring 100% ownership of the Company.
  • 2014 Seattle, Washington – Represented Point B, Inc. in connection with a redemption/warrant transaction resulting in the Company’s Employee Stock Ownership Trust owning 100% of the Company.
  • 2014 Seattle, Washington – Represented the principal shareholders of a large Seattle based marine construction company in connection with a redemption/warrant/ESOP transaction resulting in the Company’s Employee Stock Ownership Trust owning 100% of the Company.
  • 2014 Spokane, Washington – Represented Stoneway Electric Supply, Inc. and Bankers Trust Company of South Dakota in connection with the sale of Stoneway to Crescent Electric Supply Company.
  • 2012 Renton, Washington – Represented a large Renton/Tacoma based logistics Company regarding ESOP issues in connection with the sale of the Company to Jordan, Inc. Previously in 2007 - I represented the same Company in the design and implementation of a leveraged ESOP transaction resulting in the Company’s ESOT owing 90+% of the Company.
  • 2012 Spokane, Washington – Represented the ET Research, Inc. in connection with the design and implementation of a leveraged ESOP transaction resulting in the ESOT owning 100% of the Company.
  • 2012 Los Angeles, California – Represented San Pasqual Fiduciary Trust Company, as Trustee of the Murray Plumbing and Heating Corporation Employee Stock Ownership Trust in connection with the modification of the Murray corporate structure.
  • 2011 Longview, Washington – Represented Reliance Trust Company in its capacity as Trustee of the CAS Holdings, Inc. Employee Stock Ownership Trust in connection with the sale of the Company to CBL Campbell Brothers USA. Inc.
  • 2011 Anchorage, Alaska – Represented the Sagaya Corporation, Inc. in connection with the design and implementation of a leveraged ESOP transaction resulting in the ESOT owning 100% of the Company.
  • 2010 Los Angeles, California – Represented Alerus Financial, N.A. in its capacity as Special Trustee of the ACCO Engineered Systems, Inc. Employee Stock Ownership Trust in a combined ESOP purchase and redemption/warrant transaction whereby the Company became 100% ESOP owned.
  • 2010 Anchorage, Alaska – Represented Cornerstone Holdings, Inc. in the design and implementation of a leveraged ESOP transaction resulting in the ESOT owning 100% of the Company.
  • 2010 Eugene, Oregon – Represented an Oregon hardware and building supply company in connection with the design and implementation of a leveraged ESOP/redemption transaction resulting in the ESOT owning 100% of the Company.
  • 2010 Boise, Idaho – Represented Biomark, Inc., an ESOP owned Company in connection with the sale of the Company to Allflex Holdings III, Inc.
  • 2008 Seattle, Washington – Represented W. Lease Lewis Company in connection with the design and implementation of a leveraged ESOP transaction resulting in the ESOT owning 53.5% of the Company.

News & Insights

News & Insights

Publications

  • "Employee Stock Ownership Plans - An Overview," K&L Gates Publication, 2008 Edition

Presentations

  • "Roth Design Features and Other Advanced Design Strategies in ESOP Transactions," 2016 NCEO Employee Ownership Conference, April 2016
  • "Debate: Alternative Views on Dudenhoeffer and the GreatBanc Settlement,” NCEO Annual Meeting, 2015
  • "IRS and DOL Correction Programs,” ESOP Association Annual Meeting, 2014
  • "Use of Warrants in ESOP Transactions,” NCEO Annual Meeting, 2013 and 2014
  • "How is a Valuation Different than a Fairness Opinion?” ESOP Association Annual Meeting, 2013
  • "ESOP Policy Decisions – Effect on Benefits Valuation,” NCEO Annual Meeting, 2012
  • “Corporate Finance 100% S. Corporation,” ESOP Association Annual Meeting, 2012
  • "Corporate Governance,” Northwest Chapter of ESOP Association, 2012
  • "You’ve Received an Unsolicited Offer to Sell, Now What?” NCEO Annual Meeting, 2011
  • "Organizing and Structuring Sale of Stock to an ESOP,” ESOP Association Annual Meeting, 2011
  • "The Responsibility of the Board of Directors in Addressing ESOP Repurchase Obligation,” NCEO Annual Meeting, 2010
  • "Strategies for Liquidity and Legacy,” ESOP Association Meeting, 2009

Admissions

  • Washington, 1973
  • Idaho, 2003
  • Oregon, 2003

Education

  • 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

Honors & Recognition

  • The Best Lawyers in America© Tax Law, 1996-present
  • Best Lawyer – Tax, U.S. News and World Reports, 2010
  • Martindale-Hubbell AV Preeminent Rating
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