Brian B. DeFoe
Shareholder
defoeb@lanepowell.com
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
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)
Practice Group and Specialty Team Memberships
Business
Canada Practice
Corporate Finance and Securities
Food, Beverage and Hospitality
Foreign Corrupt Practices Act, Bribery and International Anti-Corruption
Mergers and Acquisitions
Investigations and Regulatory Compliance
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
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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
Publications
Founder and principal contributor to “HoochLaw” blog
“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
“Brewery and Distillery Business Entity Selection, Formation, Finance and Insurance,” National Business Institute Brewery and Distillery Law Seminar (August 30, 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)
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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 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)
Former Member, Board of Directors, PAWS (2011-2014)
Former Member, Washington State Bar Association Pro Bono and Legal Aid Committee
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