2003 ANNUAL HIGHLIGHTS
2003 ANNUAL HIGHLIGHTS
INTRODUCTION
DEAR CLIENTS AND FRIENDS,
Our 2003 annual report highlights a representative sample of the work Preston
Gates completed last year. It also provides a snapshot of the breadth and depth
of our work for the many quality clients we have the privilege of serving year in
and year out.
The firm’s more than 430 attorneys work from 11 offices on the West Coast,
in Washington, D.C. and in Asia. We have expanded our Asia presence, adding
new offices in Beijing and Taipei to complement our long-standing Hong Kong
practice. We also have grown our capabilities in California with the addition of
key lawyers in intellectual property litigation, life sciences and employment law.
Additionally, our Washington, D.C. policy and regulatory practices continue to
flourish, assisting clients across varied industries with critical advocacy.
The firm’s highly regarded business practice completed numerous
particularly notable securities and corporate governance projects last year in
addition to on-going transaction work. Our public finance group ranked No. 10
nationally on The Bond Buyer list of top bond counsel firms with $8.84 billion
in bond transactions in 2003, continuing the group’s 87-year history assisting
governmental clients in the Northwest and beyond.
During 2003, our litigation practice’s Document Analysis Technology Group
(DATG) processed a record-setting 3,000 gigabytes of electronic documents, the
equivalent of about 50,000 boxes of paper documents. The group also
counseled clients regarding document retention policies and is playing a vocal
role in the federal debate on revisions to rules affecting electronic discovery.
On the leadership front, Bill Neukom was elected chair of the firm,
succeeding Dick Ford, who is slowly embracing retirement after 18 years with
the firm. With 17 years of experience as general counsel and chief legal officer
at Microsoft, Bill brings a fresh, sophisticated perspective to the executive
management of the firm. He will help drive our growth and assist with strategic
direction, as well as provide high profile professional and civic leadership.
Preston Gates’ strong tradition of charitable and civic involvement remains a
hallmark of the firm. For the first time this year, we have included in this report
select pro bono and public service activity. Additionally, we launched the Ellis
Award, named in honor of Jim Ellis, one of the firm’s great civic leaders, to
recognize attorneys providing outstanding pro bono service.
I hope you enjoy reviewing this piece and learn something new about
Preston Gates as a result. Thank you again for the opportunity to meet your legal
services needs.
Gerry Johnson
Managing Partner
Preston Gates & Ellis LLP
THE FIRM
Preston Gates & Ellis LLP provides clients with sound legal
counsel and trusted representation from some of the best
talent in the profession, handling complex business
transactions, litigation and intellectual property matters,
as well as governmental, regulatory and public policy work.
By virtue of our experience and judgment gained over
more than 120 years in the practice of law, we work to
provide clients with creative solutions and competitive
advantages. We continue to be aggressive in applying
technology to the practice of law and believe that
teamwork is essential to delivering inspired, timely and
integrated solutions to the complex issues our clients face.
We remain dedicated to consistently providing
extraordinary service and quality work for our clients, and
are proud that some of the most innovative, communitybuilding organizations in the country turn to us with their
most important opportunities and challenges.
PRO BONO
PRESTON GATES has a long and cherished tradition of providing pro bono legal representation in the many
communities where we practice. The firm believes that every attorney has the professional responsibility to provide
such services and encourages its members to undertake work in areas that are meaningful to them. In 2003, our
lawyers took on a variety of pro bono matters and achieved excellent results for many grateful clients.
ACLU
Amicus Brief in the Ninth Circuit
and Washington Supreme Court
America’s Foundation for Chess
Tax Exempt Organization Advice
COMMUNITY LUNCH ON
CAPITOL HILL
Community Lunch on Capitol Hill
COMMUNITY SERVICE
CENTER FOR
THE DEAF AND HARD
OF HEARING
Community Service Center for the
Deaf and Hard of Hearing
Formation and Tax Exempt Status
EMERALD CITY
MANDOLIN QUARTET
FARESTART
Emerald City Mandolin Quartet
Review of Copyright and Music
Publishing Issues
FareStart
Negotiation of Purchase Agreement
Advice on Federal Regulatory
Compliance Questions
Foundation for Russian/American
Economic Cooperation
ANGELINE’S
LEGAL CLINIC
Angeline’s Legal Clinic
Cornish College of the Arts
Legal Advice and Assistance to
Homeless Women
Real Estate Acquisition and
Disposition Services
Inland Northwest Land Trust
Court Appointed Special Advocate
Arts First Oakland
ARTS FIRST OAKLAND
Formation of a Small
Business Support Fund in
Zheleznogorsk, Russia
Assist Non-Profit Land
Conservation Organization
in Acquiring and Managing
Conservation Property and
Conservation Easements in Eastern
Washington and Northern Idaho
Volunteer Attorneys for the
King County Dependency Court
Appointed Special Advocate
(CASA) Program, Advocating in
Court on Behalf of Abused and
Neglected Children
Formation and Tax Exempt Staus;
Corporate Work
Asian American Bar Association
of the Greater Bay Area
Continuing Legal Assistance at
Biweekly AABA-Sponsored LowIncome Pro Bono Clinics
Democratic Party of Washington State
DEMOCRATIC PARTY OF
WASHINGTON STATE
Challenged the Constitutionality
of the State’s Blanket Primary
Election System
JOHN CONYERS, JR.
ET AL./MEMBERS OF
CONGRESS/KWAME M.
KILPATRICK, MAYOR,
CITY OF DETROIT,
MICHIGAN
Asia-Silicon Valley Connection
Federal and State Tax
Exempt Applications
BETTER BUSINESS
BUREAU
Better Business Bureau
Arbitration
DOMESTIC VIOLENCE
ADVOCATES
Committee for Children
COMMITTEE
FOR CHILDREN
International Copyright
Licensing Projects
Trademark Registration
EDMONDS COMMUNITY
COLLEGE FOUNDATION
Filed Friend of the Court Brief
in U.S. Supreme Court Cases
Involving University of Michigan
Undergraduate and Law School
Admissions Policies
Domestic Violence Advocates
Serve as Cooperating Counsel
in Domestic Violence Cases
King County Bar Association:
Legal Services for the Homeless
Recurring Legal Counseling and
Representation for Residents
of Transitional Housing
E.B. Dunn Historic Garden Trust
E.B. DUNN HISTORIC
GARDEN TRUST
John Conyers, Jr. et al./Members
of Congress/Kwame M. Kilpatrick,
Mayor, City of Detroit, Michigan
Donation of Conservation
Easement on Kruckeberg
Botanic Garden Property
KING COUNTY BAR
ASSOCIATION
King County Bar Association:
Neighborhood Legal Clinics
More than 20 Attorneys Volunteer
at Six Local Legal Clinics
Edmonds Community
College Foundation
King County Bar Association:
Volunteer Legal Services Program
Advice Regarding Property
Contamination Issues
Represent Clients in LandlordTenant and Collections Disputes
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PRO BONO
Lambert House
Northwest Immigrant Rights Project
Counsel with Respect to Corprate,
Employment and Contract Issues
Serve as Cooperating Attorneys in
Political Asylum Claims
SELECTED REPRESENTATIONS
Seattle Urban League
SEATTLE
URBAN LEAGUE
Northwest Independent Power
Producers Coalition
League of Women Voters of
Portland, Ore.
Social Venture Partners – International
General Counsel and Assisted on a
Variety of Corporate, Compliance
and Contract Issues
Legal Advice and Assistance on
Incorporation, Ongoing Corporate,
Tax and Regulatory Matters
Litigation Regarding the Grant of
Tax Credits to a Real Estate
Developer by the City of Portland
Social Venture Partners – Seattle
Northwest Women’s Law Center
General Counsel and Assisted on
a Variety of Corporate, Compliance
and Contract Issues
Cooperating Attorneys Successful
in Supreme Court in Preserving
State Court Invalidation of
Discriminatory Membership Policy
Legal Foundation of Washington
General Counsel
Recipient of the 2003 Spirit Award
from the Urban League of
Metropolitan Seattle
The Young Eight
Lifelong AIDS Alliance
Outside In
Acquisition of Assets of Seattle
Treatment/Education Project
THE YOUNG EIGHT
Non-Profit Status and Incorporation;
Related Organizational Matters
Staff Legal Clinic Serving
Portland’s Homeless Youth
The Trust for Public Land
Arrowleaf Project
Lines Ballet
LUTHERAN SOCIAL
SERVICES
Tax Abatement
Pilchuk Glass School
Lutheran Social Services
Portland YouthBuilders
Employment Advice and Training
Represent Portland YouthBuilders
in Connection with Affordable
Housing Development Projects
Make-A-Wish Foundation
Legal Advice on Licensing,
Marketing and Web Site Issues
Organized Non-Profit Corporation
for California Environmental
Celebration; Ongoing General
Corporate Counsel
Formation and Tax Exempt Status
National Baseball Hall of Fame
UNIVERSITY OF
WASHINGTON
LIBRARIES
EDUCATIONAL
PARTNERSHIPS AND
LEARNING
TECHNOLOGIES GROUP
Russian River Watershed Celebration
RUSSIAN RIVER
WATERSHED
CELEBRATION
MS Hub
NATIONAL BASEBALL
HALL OF FAME
Assisted with Change of Water
Rights to Implement TPL’s
Revegetation of Native Grasses
and Plants
Corporate and Employment Matters
SAN FRANCISCO BAR
ASSOCIATION
General Representation on a
Range of Washington, D.C. Issues
VIETNAM VETERANS OF
AMERICA CHAPTER 904
AND ALASKA VETERANS
FOUNDATION
San Francisco Bar Association:
Volunteer Legal Services Program
University of Washington Libraries
Educational Partnerships and
Learning Technologies Group
IP Counsel to the University of
Washington in Connection with
the Creation of a Digital Archive
of Pacific Northwest Cultural
and Historic Items
Vietnam Veterans of America
Chapter 904 and Alaska
Veterans Foundation
Formation and Tax Exempt Status;
Corporate Work
Represented Several Low-Income
Women with Family Law Issues
WASHINGTON PUBLIC
CAMPAIGNS
Washington Public Campaigns
Initial Non-Profit Corporation
Organizational Documents
Seattle Gay Clinic
Transfer of Assets to Gay
City Health Project
National Center for Lesbian Rights
Served as Local Counsel on an
Amicus Brief in Division 1 of the
State Court of Appeals
(Mian v. Carvin)
WASHINGTON STATE
BAR ASSOCIATION
Washington State Bar Association
Served as Disciplinary Counsel in
Disbarment Proceedings
Seattle Men’s Chorus
General Counsel and Help with
a Regular Stream of Projects,
Including Advice on Bylaws,
Contracts and Employment Issues
National Governors Association
Contract Review for 2004 Annual
Meeting in Seattle
WASHINGTON TRAILS
ASSOCIATION/
NORTH CASCADES
CONSERVATION
COUNCIL/ISSAQUAH
ALPS TRAIL CLUB
Washington Trails Association/North
Cascades Conservation Council/
Issaquah Alps Trail Club
Litigation Regarding State Funding
for Hiking Trails and Other NonHighway Road Recreation Facilities
Seattle University: Washington
Lawyers for the Arts Legal Clinic
No Mayo Records
NO MAYO RECORDS
Corporate, IP and
Dispute Resolution
SEATTLE UNIVERSITY
Legal Counseling and
Representation for Artists, Authors
and Non-Profit Arts Groups
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WHITTIER AREA HEALTH
PARTNERSHIP
Whittier Area Health Partnership
IP and Employment Counseling
PUBLIC SERVICE
IN ADDITION TO providing pro bono legal representation, Preston Gates attorneys are involved in a
multitude of community-building activities at all levels. A selection of these activites is noted below.
1000 Friends of Washington
Board of Directors
1ST CONGRESSIONAL
DISTRICT,
BUSH-CHENEY 2004
1st Congressional District,
Bush-Cheney 2004
Co-Chairman
CENTRAL LUTHERAN
CHURCH - SEATTLE
CHINESE CULTURE
CENTER OF
SAN FRANCISCO
Fred Hutchinson
Cancer Research Center
Central Lutheran Church - Seattle
Church Council
Executive Industry Board
Chinese Culture Center
of San Francisco
Fremont Public Association
Board of Directors, Chair
Board of Directors
ACLU
Board of Directors
Speakers Bureau Participant for
Speaker Requests Involving the
USA Patriot Act
CITIZEN’S
TELECOMMUNICATIONS
AND TECHNOLOGY
ADVISORY BOARD TO
THE MAYOR AND CITY
COUNCIL OF SEATTLE
Friends of World Maritime
University, Inc.
Board of Directors
Citizen’s Telecommunications and
Technology Advisory Board to the
Mayor and City Council of Seattle
Board of Directors
Girls Incorporated of Orange County
Organization President
AMERICAN JEWISH
COMMITTEE OF
GREATER SEATTLE
American Jewish Committee of
Greater Seattle
Board of Directors
ArtsFund
Board of Directors
CITY OF SEATTLE
OFFICE OF ARTS &
CULTURAL AFFAIRS
(SEATTLE ARTS
COMMISSION)
City of Seattle Office of
Arts & Cultural Affairs
(Seattle Arts Commission)
Commission Chair
HARBORVIEW MEDICAL
CENTER
Harborview Medical Center
Board of Directors, President
Board of Directors
Horizon House
ASIAN BAR
ASSOCIATION OF
SAN FRANCISCO
Asian Bar Association of
San Francisco
Board of Directors
Early Neutral Evaluator and
Settlement Master in Public
Service Program
Asian American Bar Association
of the Greater Bay Area
Board of Directors,
First Vice-President
Cornish College of the Arts
INTIMAN THEATRE
DARTMOUTH COLLEGE
Intiman Theatre
Board of Directors
Dartmouth College
Board of Trustees
Kidney Cancer Association
Board of Directors
Board of Directors
Densho
Board of Directors
Beta Alpha Building Corporation of
the Pi Kappa Alpha Fraternity
King County Bar Association
Association President
Board of Directors, President
Board of Trustees
Foundation President
Evergreen Forest Trust
BULLITT FOUNDATION
Board of Directors, President
Bullitt Foundation
Board of Trustees, Chair
KING COUNTY LIBRARY
SYSTEM FOUNDATION
CALIFORNIA SCIENCE
CENTER
California Science Center
Board of Directors
EVERGREEN SAFETY
COUNCIL
King County Library System
Foundation
Board of Trustees
Evergreen Safety Council
Board of Directors
KSER 90.7 FM Public Radio
Board of Directors
California YMCA Youth
and Government
FIFTH AVENUE THEATRE
Fifth Avenue Theatre
Board of Directors
Volunteer
Central District Forum for
Arts and Ideas
Board of Directors, Chair
LAKE UNION CIVIC
ORCHESTRA
Lake Union Civic Orchestra
Board of Directors
Foundation for Russian/American
Economic Cooperation
Lambda Legal
Board of Directors
Board of Directors, Co-Chair
4
PUBLIC SERVICE
LAWFUND
LawFund
Board of Directors, Co-Chair
SALISH SEA
EXPEDITIONS
SELECTED REPRESENTATIONS
University of California, Irvine
Salish Sea Expeditions
Chief Executive Roundtable
Board of Directors
School of Biological Sciences
Dean’s Leadership Council
Lawyer’s Committee for Civil Rights
of the San Francisco Bay Area
Seattle Art Museum
Committee Member
Board of Directors
MS Hub
Board of Directors
MUSEUM OF HISTORY
& INDUSTRY
SEATTLE CENTER
FOUNDATION
Museum of History & Industry
Seattle Center Foundation
Board of Directors
UNIVERSITY OF
PUGET SOUND
UNIVERSITY OF
WASHINGTON LAW
SCHOOL
Seattle Central Community
College Foundation
Board of Directors
The National Bureau of
Asian Research
NATIONAL CHARITY
LEAGUE, INC.
Board of Directors
National Charity League, Inc. (NCL)
Board of Directors
SEATTLE INITIATIVE
National Foster Care Coalition
NATIONAL FOSTER
CARE COALITION
Washington State Republican Party
WASHINGTON STATE
REPUBLICAN PARTY
Executive Board Member
State Committeeman from
Snohomish County
Seattle Initiative
Board of Directors
WASHINGTON WOMEN
LAWYERS
Board of Directors
WESTERN WASHINGTON
UNIVERSITY
Seattle Pony Baseball
Board of Trustees
Moot Court Team, Coach
Washington Women Lawyers
Vice President of Minority Affairs
Seattle Parks Foundation
Worked to Increase Federal
Funding for College Scholarships
for Foster Chidren
Newport Beach Public Library
University of Washington Law School
Board of Directors, Chair
Seattle Emergency Housing
Board of Directors
Board of Directors
Washington Digital Learning
Commons
Board of Directors
NBR
University of Puget Sound
SEATTLE PONY
BASEBALL
Western Washington University
Board of Trustees
Whitman College
Board of Directors
Board of Trustees, Chair
Commissioner of Bronco Division
Head of Scholarship and Outreach
Program
Woodland Park Zoological Society
Board of Directors
NORTH OAKLAND LITTLE
LEAGUE BASEBALL
North Oakland Little League Baseball
Board of Directors
Seattle Repertory Theatre
Board of Directors
The Women’s Foundation of California
Board of Directors
NORTHWEST CHAMBER
ORCHESTRA
Northwest Chamber Orchestra
Board of Directors
SEATTLE SHAKESPEARE
COMPANY
Seattle Shakespeare Company
Women’s Technology Cluster
Board of Directors
Board of Directors
Northwest Women’s Law Center
Seattle Theatre Group
Board of Directors
Board of Directors
Orange County Bar Foundation
President Elect
SNOHOMISH COUNTY
ECONOMIC
DEVELOPMENT COUNCIL
Oregon Council for Hispanic
Advancement (OCHA)
Snohomish County Economic
Development Council
WORLD TRADE CLUB
World Affairs Council
Board of Directors
World Trade Club
Board of Directors, President
Policy Committee Member
St. Andrew’s Housing Group
Board of Directors
WORLD AFFAIRS
COUNCIL
YMCA METROCENTER SEATTLE
YMCA Metrocenter - Seattle
Board of Directors
Board of Directors
Pilchuck Glass School
Technology Alliance
Board of Directors
Education Committee Co-Chair
YMCA OF GREATER
SEATTLE
YMCA of Greater Seattle
Board of Directors
Board of Directors
Youth Eastside Services (YES)
Executive Committee Member
Board of Directors
Portland Habilitation Center
Board of Directors
Trade Development Alliance of Seattle
YouthCare
Board of Directors
Rosehedge
Board of Directors
Board of Directors
Rural Development Institute
Board of Directors
TRITECH SBDC
TriTech Small Business
Development Center
Advisory Board
5
YWCA OF SEATTLE KING
COUNTY SNOHOMISH
COUNTY
YWCA of Seattle King County
Snohomish County
Board of Directors
MERGERS & ACQUISITIONS, JOINT VENTURES
AND CORPORATE FINANCINGS
THE PRESTON GATES mergers & acquisitions group has handled transactions ranging
in size from less than $10 million to more than $20 billion. We regularly handle
acquisitions involving large, publicly traded companies, as well as acquisitions involving
privately held or venture backed organizations.
We provide a full range of M&A services, including structuring transactions, organizing
due diligence reviews, advising management on fiduciary duties and post-acquisition
integration, preparing securities filings, and handling issues that arise with respect to the
Department of Justice, the Federal Trade Commission and other governmental entities.
We regularly act as counsel in mergers, stock purchases, asset purchases,
reorganizations, restructurings, spin-offs, roll-ups, leveraged buyouts, tender and exchange
offers, and stock swaps. We assist our clients in structuring innovative business
arrangements, such as the restricted stock and the stock option transfer programs recently
implemented by Microsoft Corporation. Clients also rely on us for continuing assistance
with corporate governance, including guidance regarding the Sarbanes-Oxley Act.
Additionally, we are frequently called upon for advice regarding corporate strategy,
including “poison pill” and other defensive measures.
Mergers and acquisitions require the synthesis of a number of disciplines in
negotiating, structuring and documenting complex transactions. These transactions not only
require an in-depth knowledge of corporate, tax and securities laws, but also antitrust,
intellectual property, employment, ERISA, and environmental laws and regulations. We
have considerable depth and experience in each of these areas.
We advise buyers, sellers and target companies, and have represented management
groups, special committees of directors, significant stockholders, secured lenders and
investment banking firms in transactions. While we have been particularly active in
representing clients in the technology, biotechnology and telecommunications sectors, our
M&A experience encompasses virtually all industry groups.
In part because of our proximity to Canada and our strong presence in Asia, the M&A
practice offers a particular proficiency in international and cross-border securities and M&A
transactions. We have considerable experience representing non-U.S. clients and advising
them with respect to the host of U.S. laws and regulations. For example, we have served as
counsel on the two largest sales of Canadian technology companies acquired by U.S.
purchasers, and have served as company counsel on several initial public offerings and
other financings for Canadian and Asian companies.
In addition to M&A work, we have broad experience in structuring, documenting and
negotiating joint ventures and other cooperative business arrangements. These transactions
are often extraordinarily complex, requiring careful analysis and planning of operational
standards, governance, dispute resolution, taxes, accounting and division of assets on windup or dissolution.
6
MERGERS & ACQUISITIONS, JOINT VENTURES AND CORPORATE FINANCINGS
Cat Daddy Games, LLC
LithTech Inc.
Sale to Take 2 Interactive
Corporate Restructuring
Merrill Gardens LLC
Various Acquisitions and
Financings
Celartem Technology
Acquisition of LizardTech, Inc.
SELECTED REPRESENTATIONS
PULSE BUSINESS
SYSTEMS, INC.
RD MERRILL
CORPORATION
Sale of Substantially All Its
Assets to DAR FMH LP
RD Merrill Corporation
Restructuring of Merrill & Ring
Joint Venture
Corporate Organization
Acquisition of Certain Assets of
Connectix Corporation
Clarklift of Washington/Alaska, Inc.
Merger with Integration Services
and Technologies, Inc.
Seattle Monorail Project
Microsoft Corporation
CLARKLIFT
OF WASHINGTON/
ALASKA, INC.
Pulse Business Systems, Inc.
Reorganization of T1MSN, Corp.
Acquisition of Placeware, Inc.
Acquisition of Rare, Ltd.
Stone Group Holdings Limited
STONE GROUP
HOLDINGS LIMITED
Follow-on Investment in Groove
Networks, Inc.
Da Vinci Gourmet
Acquisition of Controlling Interest
in Shanghai GoldPartner Biotech
Co. Ltd.
Asset Sale to Kerry Group PLC
of Ireland
UE Waterheater Income Fund
NEW TIMES GROUP
HOLDINGS LIMITED
FREESTYLE
SOFTWARE, INC.
U.S. Private Placement in
Connection with Canadian
Public Offering
New Times Group Holdings Limited
Unconditional Voluntary Cash Offer
Freestyle Software, Inc.
Acquisition by Carat
Interactive, Inc.
VenPro Corporation
Pacific Medical Centers
Sale of Assets
Spinoff and Restructuring
GroupStone, Inc.
Strategic Partnership with
Virginia Mason
Sale of ENN
VITAL BIOTECH
HOLDINGS LIMITED
Vital BioTech Holdings Limited
Listing on Main Board of
Hong Kong Stock Exchange
Pacific Star Communications, Inc.
Health Sense International
Acquisition of Norcom Agency, Inc.
Sale of Assets to Accelerated Care
Plus Corp.
Vitamilk Dairy, Inc.
Paragon Biomedical, Inc.
H.S. Trask & Co.
Sale to Phoenix Footwear Inc.
Formation of Paragon ClinTec
Eurasia, LLC, a Joint Venture
Between Paragon Biomedical, Inc.
and ClinTec International Inc.
Sale of Vitamilk’s Milk and Milk
Products Business to Wilcox Dairy
Farms, L.L.C.
Western Wireless Corporation
Public Offering - Class A
Common Stock
Intrawest Corporation
Tender Offer for Senior Notes
Plexis Healthcare Systems, Inc.
Purchase of Certain Assets of
Logical Claims Solutions
Sale of Senior Notes
Winged Victory
Sale of Company
Yahoo! Inc.
Primus Knowledge Solutions
La Panzanella, Inc.
Acquisition of Amacis Group Ltd.
Sale of Assets to Private Purchaser
Acquisition of Broad Daylight
7
Hong Kong Unit’s Agreement to
Acquire 3721 Network Software
Company Limited, a Hong Kong
Software Company
EMERGING BUSINESS
SOME OF THE WORLD’S leading emerging businesses turn to Preston Gates with
their most important opportunities and challenges. We provide clients with creative
solutions and competitive advantages by applying our experience and judgment.
Emerging businesses often have legal needs that even the most sophisticated
entrepreneurs can’t anticipate, so it is critical to partner with a law firm that understands
these needs — legal, business and financial — from day one. Preston Gates offers toplevel service across the spectrum of an emerging business’ legal needs, and our
relationship can grow with our client’s business.
The emerging business group at Preston Gates is horizontally organized around the
needs of growing businesses. We provide legal counsel to clients on a wide range of
corporate issues from the choice of organizational entity to sophisticated joint venture
and merger & acquisition work. We regularly work on a variety of financing transactions
from seed to venture capital to IPO and beyond. We are on the leading edge of
sophisticated intellectual property work, and offer deep experience in a host of other
areas such as labor and employment, tax, real estate, immigration, international
transactions and legislative activities. We understand that budgeting limited financial
resources is a primary challenge faced by emerging businesses. We offer flexible billing
arrangements and let clients choose the relationship that is right for them.
Our lawyers stay involved and connected to the business community, often assisting
clients to build their business network. We regularly introduce clients to potential
financing sources (including angel investors, venture capitalists and investment bankers),
key employees, customers and suppliers.
We have represented some of the most successful emerging businesses — Microsoft
Corporation, Starbucks Corporation, T-Mobile USA, Inc. (formerly VoiceStream) — from
their infancy. We recognize the value in establishing client relationships early on, and
understand that today’s startups will be tomorrow’s industry leaders. The most successful
companies plan for the long-term and so do we.
8
EMERGING BUSINESS
First Taisec Securities, Inc. (Taiwan)
Advanced Interactive Systems, Inc.
Series C Preferred Stock Financing
FIRST TAISEC
SECURITIES, INC.
Nu Element, Inc.
Issuance of Convertible Notes by
HannStar Board Corp.
Series A Preferred Stock Financing
Issuance of Convertible Notes by
Epistar Corporation
AMDL, Inc.
AMDL, INC.
SELECTED REPRESENTATIONS
PACIFIC BIOSCIENCE
LABS
Multiple Reg S/Reg D Private
Placements ($5 Million)
Pacific Bioscience Labs
Seed Financing
ID Biomedical
Public Offering of Common Stock
and Warrants
Series B Preferred Stock Financing
U.S. Private Placement in
Connection with Canadian
Public Offering
Avista Labs
Integra Ventures
Athleta Corporation
Series A Investment
Purchase of Series A Preferred
Stock of Clear Medical, Inc.
Big Sky Carvers
Corporate Reorganization and
Recapitalization
IP Sciences
Partech International
Series C Investment
Passage Events & Promotions, Inc.
Seed Financing
Penford Corporation
Term and Revolving Debt Facility
Bridge Note Financing
Common Stock Offering
Canadian Superior Energy Inc.
R/D Tech Inc.
U.S. Private Placement in
Connection with Canadian
Public Offering
iScience Surgical Corporation
CapBack, Inc.
JackBe Corporation
Asset Purchase of NDT Corporation
Series B Preferred Stock Financing
Sorrent, Inc.
CAPBACK, INC.
Series A Preferred Stock Financing
JACKBE CORPORATION
Series B Preferred Stock Financing
Series A Preferred Stock Financing
Sysdome
Cardiome Pharma Corp.
Microsoft Corporation
Public Offering of Common Shares
Equity Investment in Groove
Networks, Inc.
U.S. Private Placement in
Connection with Canadian
Public Offering
Series B Preferred Stock Financing
Equity Investment/Debenture
Purchase (Immersion Corporation)
TrueActive Software
Endoscopic Technologies, Inc.
Mobility, Inc. (d/b/a/ Flexcar)
Westlake Partners, L.L.C.
Series B Preferred Stock Financing
Bridge Note Financing
Structuring of 428 Westlake
LLC Partnership
Nimble Technology, Inc.
Xinhua Finance Limited
EPCOR Corporate Venture Capital
Series B Preferred Stock
Investment in Clean Air Power, Inc.
Bridge Loan Financing
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Bridge Note Financing
Series B Financing
VENTURE CAPITAL FUNDS, HEDGE FUNDS
AND INSTITUTIONAL INVESTORS
PRESTON GATES REPRESENTS venture capital funds, corporate, and other
private equity and institutional investors in an array of portfolio investment transactions
across a variety of sectors, including information technology, security and life sciences.
We also represent the general partners and managers of private pooled investment funds,
such as hedge funds and venture capital funds. This representation includes structuring
and forming funds, as well as compliance with the Investment Company Act of 1940,
the Investment Advisers Act of 1940 and other laws to which such funds are subject.
We represent numerous managers in structuring and offering investment fund
products. Our clients range from small, startup funds to established managers with well
over $1 billion in assets under management. We assist clients in a wide range of fund
structures, including domestic and offshore funds, “master-feeder” structures, and fund
products targeting unique investor segments such as insurance company segregated
accounts and benefit plans. We also counsel clients in fund-related transactions, such as
secured credit facilities and structured trades with financial intermediaries.
Our alternative investments group has extensive experience representing institutional
clients, including government agencies and other substantial investors, in connection
with investments in venture capital funds, “special situations” funds, leveraged buyout
funds, mezzanine funds, hedge funds and other alternative investments. Preston Gates
works closely with state offices in California, Oregon and Washington in a variety of
capacities and, as a result, we have a heightened sensitivity to the issues that concern
governmental clients and those with significant fiduciary obligations.
The alternative investments team regularly drafts and performs comprehensive legal
review of partnership agreements and related documents and transactions. The review
typically focuses on risks, conflicts of interest and other legal points. We work to ensure
that partnership documents are consistent with our client’s understanding of the
business deal and that the terms of the agreements conform to the client’s investment
standards. With an understanding of a client’s specific investment philosophy and
guidelines, our extensive experience in investment partnerships enables us to assess
whether proposed partnership provisions are reasonable or go beyond the current
“market” for investment partnerships.
The alternative investments group includes attorneys who devote a significant portion
of their practice to alternative investment work. In addition to this core group, the firm
has attorneys who focus on areas of law that frequently arise in private equity fund
investments, such as ERISA, media company regulation, specialized securities issues
(e.g., “new issues” investments), and international and non-profit taxation issues.
10
VENTURE CAPITAL FUNDS, HEDGE FUNDS AND INSTITUTIONAL INVESTORS
California Emerging Ventures
Genstar Capital Partners III, L.P.
SELECTED REPRESENTATIONS
Partech U.S. Partners IV LLC
Trail Ridge Capital LLC
Series C Preferred Stock of Ario
Data Networks, Inc.
Brite Management LLC
General Counsel; Securities Advice
Tahoma International, Ltd.
Class B Shares
Class C Shares
CalPERS
Carlyle Europe Partners II, L.P.
Markstone Capital Partners, L.P.
Pegasus Investment Management LLC
General Counsel; Securities Advice
Pacific Peak Partners, LP
Class A Limited Partnership
Interests
University of Washington
Cascade Investment LLC
KPS Special Situations Fund II, L.P.
Rosewood Capital
Axiom International Equity Fund
Series B Financing in
Stir Crazy, Inc.
Barclays Global Investors, N.A.
Cabot Industrial Value Fund, L.P.
Aetos Capital Asia, LP
Campbell Timber Fund, LLC
Silver Creek SV, L.L.C.
General Counsel; Securities Advice
Coldstream Capital Management
Silver Creek Low Vol Strategies, L.P.
General Counsel; Securities Advice
Structured Trade Transaction
Coldstream Absolute Return, Ltd.
Silver Creek Insurance Dedicated
Fund, L.P.
Class A Shares
Dover Management Group LLC
Geneva Opportunity Fund, LP
Limited Partnership Interests
Class A Limited Partnership
Interests
Commonfund Capital Natural
Resources Partners V, L.P.
Crow Holdings Realty Partners
III-A, L.P.
General Catalyst Group III, L.P.
Silchester International Investors
International Value Equity Trust
Aetos Capital Asia T.E., L.P.
Silver Creek Early Advantage
Fund, L.P.
Domain Partners VI, L.P.
Class A Limited Partnership
Interests
Fir Tree International Value
Fund, Ltd.
Silver Creek Early Advantage
Fund, Ltd.
Sirios Overseas Fund II, Ltd.
Class A Shares
Structured Trade Transaction
Silver Creek Low Vol Institutional, Ltd.
Integra Ventures
Purchase of Series A Preferred
Stock of Clear Medical, Inc.
Class A Shares
Structured Trade Transaction
Silver Creek Low Vol ERISA, Ltd.
Class A Shares
Silver Creek Low Vol Strategies, Ltd.
Class C Shares
Structured Trade Transaction
LAIRD NORTON
COMPANY LLC
Laird Norton Company LLC
Silver Creek Long/Short, Ltd.
Investment in River Road Capital
Partners, L.P.
Class C Shares
Structured Trade Transaction
11
University of Washington/
Cascade Investment LLC/CalPERS
TPG Partners IV, L.P.
REAL ESTATE, FINANCE AND BANKRUPTCY
Seattle Art Museum Expansion
Preston Gates represented Seattle Art Museum and the
Museum Development Authority of Seattle in finalizing a
$300 million joint venture development agreement with
Washington Mutual. The joint development project calls
for the development of a significant expansion of Seattle
Art Museum and a 40-story tower for Washington Mutual,
tripling the size of the museum and allowing Washington
Mutual to maintain its headquarters work force in
downtown Seattle. The site for the project is adjacent to
the existing museum, on Union Street between First and
Second avenues. Construction is underway.
Sounder Commuter Rail Extension
Preston Gates attorneys assisted The Burlington Northern
and Santa Fe Railway Company (BNSF) in implementing
agreements with Sound Transit to extend the Sounder
commuter rail service between Everett and Seattle, and
between Tacoma and Lakewood. Service between Seattle
and Everett commenced with an inaugural run to
Seahawks Stadium, and regular service initially consists
of one round trip between Everett and Seattle each
weekday. The agreements call for Sound Transit to pay
BNSF $258 million over four years for easements that
allow Sound Transit to operate trains on the rails between
Seattle and Everett, as well as $32 million to purchase a
21-mile segment of track from Tacoma to the Nisqually
River. Service from Tacoma to Lakewood on the purchased
segment is expected to begin in late 2007, following
completion of track and signal improvements. Eventually,
Sound Transit will run four round-trips a day from Everett
to Seattle, with future trains to be implemented over time.
OUR REAL ESTATE lawyers have extensive experience in all areas of real
estate law and transactions. We work closely with our environmental, corporate,
municipal and land use practice groups to provide local, regional, national and
international clients with comprehensive guidance across the spectrum of real
estate transactions. We have extensive experience in site selection, due
diligence, acquisition, construction and tax issues for retail, office, industrial,
multifamily, hotel and mixed-use developments. We also serve the needs of
public entities in dealing with real estate issues, including structuring
public/private partnerships.
Our bankruptcy attorneys represent creditors and debtors in proceedings in
all regions of the country. The bankruptcy aspect of the group provides Preston
Gates transactional lawyers a unique perspective on dealing with enterprises
experiencing financial distress. Our bankruptcy attorneys provide valuable
assistance in structuring transactions to minimize the risks of insolvency. We
also assist clients in negotiating loan workouts, as well as managing
foreclosures, receiverships and bankruptcy proceedings.
Preston Gates lawyers represent financial institutions and other companies
in lending transactions, local to international. Our clients include corporate,
governmental and individual borrowers around the world in secured and
unsecured financing transactions. Our experience ranges from the conventional
loan to the exotic in financing structure and collateral. We also represent
owners, investors and developers involved in all segments of the real estate
industry, from commercial office buildings and shopping centers to residential
homebuilders.
In 2003, lawyers in the real estate, finance and bankruptcy group handled
more than $2 billion in real estate and finance transactions, marking one of the
most productive years in the group’s history.
12
REAL ESTATE, FINANCE AND BANKRUPTCY
Alaska Power & Telephone Co.
John Hancock
Counsel to the Official Unsecured
Creditors Committee of Alaska
Power & Telephone; Restructured
More Than $30 Million of
Unsecured Obligations
Real Estate Loan Program
Regional Counsel
$16,145,000
Secured Term Loan
$1,766,000
HUD A7 Refinance
COMPASS PACIFIC
HOLDINGS LIMITED
HEARTHSTONE
INVESTMENT CO.
Compass Pacific Holdings Limited
MATSUNICHI
COMMUNICATION
HOLDINGS LIMITIED
Seattle Art Museum and Museum
Development Authority of Seattle
MUSEUM
DEVELOPMENT
AUTHORITY OF
SEATTLE
Matsunichi Communication Holdings
Limited
Represented SAM and MDA in a
$300 Million Development
Agreement with Washington Mutual
Silver Creek SV, L.L.C. and
Silver Creek Long/Short
Holdings, L.L.C.
Rights Issue
$100 Million
Secured Credit Facility
Silver Creek Low Vol Strategies
Holdings, L.L.C.
Merrill Gardens LLC
Open Offer
Refinancing of Various Assisted
Living Facilities and Properties in
Washington, California, Arizona,
Texas, Florida and Alabama
Hearthstone Investment Co.
Acquisition of Properties
in Washington
$9,500,000
Fannie Mae Loan - Hearthstone I
Apartments, Santa Anna, Calif.
Purchase of $11.5 Million West
Union Business Park
$11,500,000
Secured Term Loan
$2,487,500
HUD A7 Refinance
Negotiated $290 Million Sale of
Real Property and Operating
Agreements to Provide Sound
Transit Commuter Rail Service
from Seattle to Everett
Pacific Northwest Properties
MacQuarie Real Estate Finance, Inc.
American Capital Resource, Inc.
The Burlington Northern and Santa Fe
Railway Company
SELECTED REPRESENTATIONS
$100 Million
Secured Credit Facility
SINOCHEM HONG KONG
HOLDINGS LIMITED
Sinochem Hong Kong
Holdings Limited
(formerly Wah Tak Fung Holdings)
Secured Financing
Highcroft Limited Partnership
HIGHCROFT LIMITED
PARTNERSHIP
$5,000,000
Fannie Mae Loan - Highcroft I
Apartments, Bellevue, Wash.
Historical Society of Seattle and
King County
Acquisition of Downtown Seattle
Location for Museum of History
& Industry in the Washington State
Convention and Trade Center
Expansion Project
Metropolitan Life Insurance Company
$34,000,000
Alexandria REIT - Permanent
Mortgage Financing - Apartments
in San Diego and Alameda, Calif.
$113,500,000
Permanent Mortgage Financing Office Building, Bernal Corporate
Park, Pleasanton, Calif.
Commercial Real Estate Financing
Counsel for Loans in Washington,
Oregon, California and Idaho
13
Teachers Insurance and Annuity
Association of America - TIAA CREF
Construction and Permanent
Mortgage Financing/Brewery Block,
Portland, Ore.
Construction and Permanent
Mortgage Financing/
Shadowridge Apartment
Complex in La Jolla, Calif.
LITIGATION
WHEN IT COMES TO litigation, we’ve been there.
Preston Gates litigated the first jury trial in the United States that established insurance coverage
for environmental cleanups, and acted as lead counsel to the state of Alaska in the Exxon Valdez oil
spill litigation. Our lawyers handle cutting-edge technology litigation, such as the Apple v. Microsoft
(“Macintosh look and feel”) and Sun v. Microsoft (“Java”) cases. We regularly represent clients in
complex commercial disputes, state and federal antitrust claims, franchise cases, alleged violations
of consumer protection laws, insurance and reinsurance coverage disputes, litigation involving closely
held corporations and partnerships, and a broad range of employment law issues.
We have litigated matters concerning product liability, land use and the environment, school
districts, government contracts, local government and a wealth of municipal issues. We have broad
industry litigation experience, including technology, energy/utilities, telecommunications, maritime
and real estate. Additionally, clients employ us for a variety of family law matters.
Preston Gates attorneys have successfully challenged term limits legislation, defended dual
majority local government structures, challenged state election systems, litigated the constitutionality
of municipal ordinances, and defended media clients in defamation and invasion of privacy actions
on First Amendment grounds.
Our experienced trial and appellate lawyers offer clients a national litigation capability. We
represent clients’ interests in all areas of the law, at all levels of state and federal courts, before
administrative tribunals, before governmental bodies, including legislative councils, hearing
examiners, appeal boards and regulatory agencies, and in alternative dispute resolution settings.
When faced with litigation, we have people who can help.
DOCUMENT ANALYSIS TECHNOLOGY GROUP (DATG)
THE BEST IDEAS come from hard work and creative thinking.
Preston Gates’ Document Analysis Technology Group (DATG) leverages decades of experience
managing large, document-intensive litigation in the effort to provide the highest level of service to
our clients.
A practice group within the firm’s litigation department, DATG delivers highly efficient and costeffective document review, production, litigation support and discovery counsel legal services. DATG
uses cutting-edge technology, specially trained discovery attorneys and proven business processes to
accurately review and produce electronic and hard copy documents in response to discovery requests
and investigations. DATG achieves these results often in a fraction of the time and at a much lower
cost than traditional review methods. DATG provides services both as trial counsel and as special
counsel for document review, allowing clients to retain their existing litigation counsel while often
reducing their costs of discovery.
DATG is comprised of more than 100 specially trained attorneys and a staff of non-lawyer
professionals focused solely on discovery-related matters. The Seattle-based group utilizes document
mapping technology developed by Attenex Corporation, a wholly-owned subsidiary of Preston Gates,
and state-of-the-art workstations to efficiently and effectively review massive amounts of electronic
documents. In 2003, DATG processed more than 3,000 gigabytes of electronic documents, the
equivalent of 150,000,000 pages or 50,000 boxes of paper documents.
Preston Gates’ DATG attorneys are involved at the forefront of document retention and electronic
discovery policy. The group is represented in the Lawyers for Civil Justice and is actively involved in
the process of updating the Federal Rules of Civil Procedure to address electronic discovery. DATG
attorneys bring this collective experience and knowledge to bear on every client matter.
14
LITIGATION
CABLE & WIRELESS
PRIMITIVE LOGIC
In a patent case that Preston Gates litigated on
behalf of Cable & Wireless against Akamai
Technologies, Inc., Judge Charles Breyer of the U.S.
District Court for the Northern District of California
adopted each of our client’s proposed definitions on
the meaning of the claim terms in dispute in a
Markman decision, giving Cable & Wireless a rare
clean sweep. The suit alleges that Akamai’s “edge
server” technology infringes Cable & Wireless’
patent for efficient routing of messages over the
Internet. Akamai vigorously defended the case,
relying upon testimony from the head of MIT’s
mathematics department and numerous MIT
engineers who developed the algorithms used in
Akamai’s technology. Following the court’s favorable
ruling, the parties reached a settlement.
FERRIS, BAKER WATTS INC.
Preston Gates attorneys representing Ferris, Baker
Watts, Inc. filed a case involving federal and state
securities fraud claims, as well as common law fraud
and conspiracy claims against 15 defendants. In a
preliminary ruling, Judge Richard Kyle, of U.S.
District Court for the District of Minnesota, upheld
Ferris’ legal theory alleging broad-based claims under
SEC Rule 10b-5(a) and (c), for conduct in
participating in a scheme to defraud and manipulate
the stock of three separate companies and for
conduct that operated as a fraud or deceit. In
addition, in upholding claims against remote
defendants with whom Ferris had no direct dealings,
the court acknowledged that the SEC rule proscribed
not only direct, but indirect fraudulent conduct.
Upholding the state fraud claims, the court
recognized a duty to disclose arising out of superior
knowledge by the allegedly defrauding defendants.
SELECTED REPRESENTATIONS
MICROSOFT CORPORATION
In a San Mateo County (California) Superior Court
proceeding, Preston Gates obtained a preliminary
injunction preventing defendants from using or
disclosing any Primitive Logic trade secrets.
CITY OF BELLEVUE, WASHINGTON
Preston Gates defended the city of Bellevue against
allegations that it acted improperly in the land use
permitting process by reporting plaintiffs’ unlawful
timber clearing to the State Department of Natural
Resources. The clearing occurred in a heavily wooded
and environmentally sensitive area of the city. We
argued the city’s motion for summary judgment on
several grounds, including the state whistleblower
immunity statute. King County Superior Court Judge
Michael Spearman agreed that the city’s
communications were protected speech under the
whistleblower statute and dismissed the case. The
court awarded the city all of its attorney’s fees and
costs. The Washington Court of Appeals has affirmed
the ruling in a published decision.
FIRST PACIFIC DEVELOPMENT LTD., SEAS
& LAKES, INC. AND QUEENTECH USA, INC.
Preston Gates represented First Pacific Development
Ltd., Seas & Lakes, Inc. and Queentech USA, Inc. in
cases that stemmed from the collapse of a
commercial loan agreement and the anticipated
brokerage fees claimed due by the plaintiffs. After
three days of trial, the plaintiff seeking $1 million
went home with a minute settlement. Preston Gates
successfully defended against the remaining
plaintiff’s claim, and won an award of our clients’
attorney’s fees.
Preston Gates tax attoneys represented Microsoft in
a state corporate income (franchise) tax case
involving one of the three factors California uses to
determine what percentage of a corporation’s total
business income should be subject to the state’s
income tax. The primary issue centered on whether
the receipts used in the sales factor included return
of capital from the disposition of marketable
securities. Three other large corporate taxpayers
(represented by other firms) previously lost at the
superior court level in three other California
counties on the same issue under somewhat similar
facts. While the decision may be appealed, the
findings of fact by the trial court are strong, and our
client is thrilled with the victory.
T-MOBILE USA, INC.
Preston Gates successfully represented T-Mobile in
a number of land use and Telecommunications Act
cases relating to the siting of wireless
communications facilities. We also acted as special
appellate counsel for T-Mobile in a Federal
Communcations Act case pending in the Third Circuit
Court of Appeals.
PPL MONTANA, LLC
Preston Gates successfully represented PPL
Montana, LLC in the Federal Court for the District of
Montana in a breach of contract case against Energy
West Resources, Inc. arising from a power supply
agreement. The trial court found that Energy West
had breached its contract and set a phase II trial to
determine damages. The case settled successfully
thereafter.
ANTI-SPAM AND DIGITAL INTEGRITY TEAM
IN THE BATTLE against e-mail spam and other types of Internet abuse, Preston Gates litigators lead
the way, tracking down and suing defendants across the nation. We’ve developed technology and
unique resources that help us find the people behind the spamming campaigns. In the past year alone,
our experienced team has brought nearly 50 lawsuits against spammers and won multi-million dollar
judgments against a number of prominent spammers.
We work hand-in-hand with the nation’s largest Internet service providers to pursue Internet rogues,
and we represent some of the nation’s largest marketers whose brands are being misappropriated by
illegal copycats.
Additionally, our attorneys help companies keep spam out of their computer systems, and protect
their employees and customers from being plagued — or defrauded — by Internet pirates. Our lawyers
also help legitimate marketers comply with the ever changing legal requirements for e-mail marketing.
We fight on all fronts to keep the Internet and e-commerce free from fraud.
15
INTELLECTUAL PROPERTY
PRESTON GATES ATTORNEYS are on the leading edge of the evolving realm of
technology and intellectual property law. We provide legal advice and representation to
some of the world’s most prominent information technology companies and hundreds of
clients in a broad range of industries. In addition, we employ innovative technology
ourselves and have created software tools to increase efficiency in assisting clients.
We help clients protect and license their copyrights in valuable works of authorship,
including computer software, interactive games, music and audiovisual works. We advise
on all business aspects surrounding patents, including ownership and assignment issues,
licensing, analysis of protection, prosecution and litigation. We regularly assist clients in
protecting trade secrets and other confidential information relevant to their technologies,
production processes, and business and marketing plans. We help our clients through the
entire process of obtaining, maintaining and protecting their trademarks, logos and domain
name registrations.
In summary, the intellectual property team helps clients tackle the issues that matter
most to them. Here are some highlights:
Technology Development and Licensing. We help our clients write and negotiate agreements
related to hardware and software development, electronic rights licenses,
distribution/resellers, end-user licenses, original equipment manufacturers, reference
designs, online service providers, technology standards and electronic data interchange.
Electronic Commerce. Our attorneys have literally written the book on electronic commerce.
We help clients in all industries address new issues raised by electronic contracting,
financial regulations, privacy regulations and Web services.
Biotechnology and Other Life Sciences. We negotiate and draft strategic alliances, research
collaborations, licenses, clinical trial agreements and related technology transfer
agreements. We work with universities, federal laboratories, the Food and Drug
Administration and companies of all sizes. In early 2003, we added an impressive team of
attorneys and technical professionals with a nationally recognized reputation in
biotechnology patent counseling, prosecution and litigation.
Strategic Alliances and Technology Transfer. Whether it is bringing a technology to market,
acquiring or outsourcing mission critical computer systems, or spinning off technology
from a business or university, we help companies build strong relationships that maximize
the value of their technology and investment. We also are very active in the wireless
technology industry, representing mobile operators, e-commerce companies, software
platform providers and device manufacturers in the implementation of Wi-Fi, Bluetooth,
GSM/GPRS and other wireless technologies.
We are committed to providing efficient, effective and creative services with the
immediacy our clients demand.
16
INTELLECTUAL PROPERTY
ADVANCED RENAL
TECHNOLOGIES, INC.
Advanced Renal
Technologies, Inc.
KRASNER GROUP, LLC
SELECTED REPRESENTATIONS
Krasner Group, LLC
Onadime, Inc.
IP Licensing and Trademark
Concert Tour Licenses
International Licensing Agreements
LithTech Inc.
IP Counseling for
Corporate Restructuring
Aspen MLT Inc.
IP Licensing and Counseling
IP Litigation
Pacific Edge Software, Inc.
IP Counseling
Pacific Star Communications, Inc.
Corporate Counseling
Looking Glass Analytics
Trademark
IP Counseling
IP Counseling
PlayStream LLC
CADENCE DESIGN
SYSTEMS
IP Licensing and Trademark
IP and Corporate-Related
Representation
Metawave Communications
POP! Multimedia, Inc.
Marian
Cadence Design Systems
Semiconductor Industry Standards
Technology Licensing
and Patent Sale
CallVision, Inc.
Technology and IP
Transactions Counseling
Web Design Agreement
Pulse Business Systems, Inc.
IP Counseling
Microsoft Corporation
Digital Media Agreements
Cat Daddy Games, LLC
IP Counseling for Sale of Company
CERTUS CORPORATION
Certus Corporation
Windows Media Data Session
Toolkit Agreement
Seattle Biomedical
Research Institute
License and Joint
Promotion Agreement
IP Commercialization
Localization Agreements
Technology Agreements
Development and
Services Agreements
SplashData, Inc.
IP and Corporate Representation
IP Counseling for Acquisitions
CH2M Hill Industrial Design &
Construction, Inc.
IP Counseling for Content
Licensing Transactions
T-Mobile USA, Inc.
IP Counseling for SecurityRelated Transactions
Ring Tone and
Graphics Agreements
CourtTrax Corporation
Standards - Electronic Books
License Agreements
IP Counseling and Licensing
PlaceWare/LiveMeeting Agreements
SMS Application Agreements
X-Box Licensing and
Development Agreements
Content and Service
Provider Agreements
Mobile Computing Development
and Cooperation Agreement
Device Agreements
Business Matters in China
E-Book Systems, Inc.
Technology Licensing Agreements
Trademark Registration
Patent Licensing Agreements
Valve Corporation
Trademark Registrations
Express Technologies, Inc.
IP Representation
Mobilisa, Inc.
Publishing and OEM Agreements
IP Counseling
Verisity Design, Inc.
Technology Licensing Agreements
Fullbore Innovations, Inc.
Mobliss, Inc.
Trademark Counseling
American Idol SMS
Messaging Agreements
Patent Licensing Counseling
WaveSCAN Medical
Patent and Technology Licensing
Nita Lina, LLC
iSeer, Inc.
Licensing and
Services Agreements
NITA LINA, LLC
Trademark Counseling
Westwind Computing, Inc.
Copyright Counseling
General Representation
17
EMPLOYMENT AND LABOR
PRESTON GATES EMPLOYMENT and labor attorneys provide cost-effective and practical
representation in all areas of employment and labor law. We serve a wide range of employers,
including governmental entities, school districts, non-profit organizations, corporations and
businesses of all sizes. Our private sector clients represent a variety of industries, including
technology, retailing, banking, professional services, manufacturing, construction and
healthcare. With extensive knowledge of employment and labor laws, and significant experience
in governmental, judicial and arbitration forums, we are highly qualified to provide solid advice
and representation in all employment and labor matters.
Employment Advice. Our lawyers assist clients in responding to employment issues, including
employee discipline, termination, disability accommodation, leaves of absence, harassment,
discrimination, trade secret protection, privacy, competition, workplace violence, and wage and
hour matters. We also counsel clients on compliance with state and federal employment laws.
Additionally, we help companies develop and implement appropriate employment policies and
procedures, such as employee handbooks, employment agreements, retention agreements and
separation agreements. We also have extensive experience in formulating compliance programs
and training on employment law topics, including avoiding harassment in the workplace,
conducting investigations and avoiding employment disputes.
Employment and Labor Litigation. When even the most careful planning does not prevent
employment claims, Preston Gates clients rely on the strength of our employment litigators,
seasoned attorneys who have been at the forefront of employment and labor litigation for many
years. Our experience ranges from the most complex class actions to claims involving individual
employees. Our technical sophistication makes us well suited to litigate cutting edge
employment issues, from protection of intellectual property rights in the face of increased
employee mobility to complex stock option compensation issues.
Traditional Labor Law. We represent employers in: (1) union matters, including advising
employers about unionization, union campaigns and strike planning; (2) labor-related litigation,
including claims addressing strikes and picket line misconduct; (3) union negotiations and
proceedings before the National Labor Relations Board and other agencies; and (4) grievance
and arbitration proceedings.
Wage and Hour Law. Our attorneys provide a full range of representation on wage and hour, wage
payment, worker classification and child labor matters. We regularly advise on compliance with
federal and state wage laws. We also prepare compensation policies and plans for bonuses,
commissions and other forms of incentive compensation. Additionally, we have extensive
experience handling wage audits and other investigations, and regularly defend wage and hour
claims in state and federal courts.
Business Transactions. Preston Gates employment lawyers play a crucial role in major business
transactions, which frequently involve the combination of work forces and the addition or
elimination of positions. We assist our clients in assessing the employment practices and
potential liabilities of acquired or merged companies. Our attorneys also identify and address
employment policies, arrangements and contracts that may be relevant to a transaction in order
to further our clients’ business objectives.
Employee Benefits and Immigration. Preston Gates provides a full range of employee benefitsrelated legal services, including tax, labor, securities, regulatory and legislative, real estate
investment, litigation, and advice relating to all aspects of ERISA. These employee benefits
issues include qualified retirement, tax-deferred annuity, stock, deferred compensation and
welfare benefit (e.g., life, disability and health) plans. We also have lawyers with experience in
immigration law of interest to U.S. employers, including obtaining temporary or permanent
employment authorization for employees.
18
EMPLOYMENT AND LABOR
ActiveLight
Boxlight
Light Sciences Corporation
Pike Place Market PDA
ALBERTSONS, INC
COEUR D’ALENE
BUILDERS
SUPPLY
Merrill Gardens LLC
POP! Multimedia
Microsoft Corporation
Port of Anacortes, Washington
BHP BILLITON
EQUITY RESIDENTIAL
PROPERTIES TRUST
SELECTED REPRESENTATIONS
Speakeasy, Inc.
TATLEY-GRUND
TIDYMAN’S
Bioject, Inc.
Executive Real Estate
Mobility, Inc. (d/b/a Flexcar)
Seattle Theatre Group
T-Mobile USA, Inc.
Boeing Employees’
Credit Union
Heald College
NightHawk Radiology Services
Simpson Investment
Valve Corporation
19
ENVIRONMENT, LAND USE AND NATURAL RESOURCES
PRESTON GATES HAS one of the largest and most experienced
environmental groups on the West Coast. As one of the first law firms to work in
environmental, natural resources and land use counseling and litigation, Preston
Gates has an unparalleled range and depth of practice.
Thea Foss Waterway and the Tacoma Waterfront
Four brownfields for the price of one? That’s the result when
Foss Waterway Development Authority (FWDA), city of
Tacoma, Simpson Timber Company, Simpson Tacoma Land
Company and Simpson Tacoma Kraft Company, LLC teamed
to clean up and redevelop the Tacoma waterfront. Preston
Gates helped Simpson and the FDWA create the concept,
and accomplish the nuts and bolts of numerous multi-party
cleanup and real estate agreements, financing and
permitting. By providing a disposal site for half a million
cubic yards of contaminated sediment from the Foss
Waterway, Simpson gains 10 acres of new upland next to its
sawmill and paper mill. The FWDA is able to advance
development of Foss Waterway for commercial/residential
mixed use. The city of Tacoma achieves the lowest cost
cleanup option, a revitalized downtown waterfront for
shops, marinas, museums and parks, and a stronger tax
base. Additionally, the project is creating 25 acres of
restored habitat for endangered Chinook salmon.
Patterson Creek Preserve
When Cascade Land Conservancy, a regional land trust,
partnered with King County to acquire 240 acres in rural
King County, Washington, it ended a 14-year drama over
a controversial pre-Growth Management Act vested
urban-style housing project. Conservation Development,
LLC is now developing what is known as the Patterson
Creek Preserve for conservation-oriented limited
residential use. A team of Preston Gates attorneys helped
to structure the project, negotiate and draft the required
real estate agreements, and perform land use and
environmental due diligence. Preston Gates has been
retained by Conservation Development, LLC to do the
entitlement permitting for the residential plat.
Critical Infrastructure. We help clients realize many of the largest private and
public infrastructure projects in their region. In Washington state, these projects
include diverse water, sewer, power, transportation and telecommunications
projects such as the Tacoma Narrows Bridge, Safeco Field, West Point Treatment
Plant, Roosevelt Regional Landfill, Frederickson and Chehalis Power projects,
American President Lines Terminal 5 Southwest Harbor project, Downtown
Seattle Transit Tunnel and T-Mobile wireless network. From the new Seattle
Monorail Project to rebuilding the Alaskan Way Viaduct, from the Columbia River
Channel Improvement project to the Hanford cleanup, Preston Gates continues
to be involved in the major projects that provide basic services to our
communities and our nation.
Land Use and Due Diligence. Clients in need of rigorous due diligence for local
and national real estate and corporate transactions consistently call on our
experience. Projects have ranged from assisting Trillium Corporation review
scores of land parcels across the country to assisting Microchip Technology
Incorporated acquire semiconductor plants from Fujitsu Microelectronics and
Matsushita Semiconductor Corporation of America. We also advise clients on
a variety of land use and shoreline/coastal zone projects, from small housing
projects to the development of a three-million-square-foot Microsoft campus
to siting industrial facilities and commercial malls to mitigation banks and
land conservancy.
Environmental Compliance and Resource Management. Additionally, we help clients
navigate the range of environmental laws — air quality, sediment and water
quality, waste management, health and safety — and develop environmental
management systems that have been recognized as industry leading programs.
Clients also rely on our experience with natural resource management and water
resource issues, from Endangered Species Act consultations and habitat plans
to Federal Energy Regulatory Commission (FERC) relicensing.
Cleanup and Brownfields. We help clients resolve Superfund and natural resource
damage liabilities, and accomplish federal and state cleanups. We’ve taken on
major litigation, such as representing the state of Alaska on the Exxon Valdez oil
spill, and assisted clients in combining cleanup and redevelopment even before
the term “brownfields” was coined. This work includes transforming Tacoma’s
central waterfront into a thriving mixed use community and Sitka’s
redevelopment of the former Alaska Pulp Mill site as its main industrial center.
Our attorneys in the Pacific Northwest and Washington, D.C. are often
involved in the adoption of environmental, land use and natural resource laws —
and have a distinguished track record of successful projects and transactions.
20
ENVIRONMENT, LAND USE AND NATURAL RESOURCES
The Burlington Northern and
Santa Fe Railway Company
Successful Prosecution of
MTCA/CERCLA Cost Recovery
Claims for Former Metal Processing
Facility, Spokane, Wash.
DESPI DELITE BAKERY
Resolution of State and Federal
Civil Penalties for Oil Spills to
Puget Sound, Seattle and
Edmonds, Wash.
Pacific Crossing Limited
Columbia River Port Coalition
COLUMBIA RIVER PORT
COALITION
Settlement and Final CERCLA
Consent Decree for Thea Foss
Waterway Cleanup, Tacoma, Wash.
The Burlington Northern and
Santa Fe Railway Company and
Sound Transit
SELECTED REPRESENTATIONS
EASTERN WASHINGTON
COUNCIL OF
GOVERNMENTS
Water Quality and Coastal Zone
Management Act Approvals from
States of Oregon and Washington
for Columbia River Channel
Improvement Project
PACIFIC
CROSSING LIMITED
Settlement Agreement and Aquatic
Lands Easement Amendment with
Washington State Department of
Natural Resources
Despi Delite Bakery
Parsons Brinckerhoff
Negotiation of Funding Agreement
with Former Owners to Remediate
a Contaminated Property and
Redevelop as Bakery
Scoping of Alternatives for the
Repair or Replacement of the
Alaskan Way Viaduct and the
Seattle Seawall
Eastern Washington Council of
Governments
Port of Anacortes, Washington
Development of Alternative to
Superfund Process for Lake
Roosevelt/Upper Columbia River
Final Supplemental Environmental
Impact Statement for the Pier 1
Redevelopment Project
Frederickson Power L.P.
Seattle City Light
Phase 1 Permitting for Unit 2
CASCADE LAND
CONSERVANCY
CASCADE LAND
CONSERVANCY/CASCADE
CONSERVATION
CORPORATION/
CONSERVATION
DEVELOPMENT, LLC
Strategy Recommendations
for the Relicensing of the
Boundary Hydropower Project
Cascade Land Conservancy
Grant County PUD
Acquisition and Sale of Property
for Inclusion in Nisqually Wildlife
Refuge
Development of a Biological
Opinion Under the Endangered
Species Act Governing the
Operations of the Priest Rapids
Project
Cascade Land Conservancy/
Cascade Conservation Corporation/
Conservation Development, LLC
Seattle Monorail Project
Assisted in Development of Draft
EIS on the Proposed Green Line
Development of Endangered
Species Act Strategy for Project
Kimberly-Clark Worldwide, Inc.
Final Permitting, Right-of-Way, Bid
Specifications and Award for Port
Gardner Outfall Replacement
Project
Acquisition of Property for
Conservation-Oriented SingleFamily Limited Residential
Development
Simpson Tacoma Land Company
Kimberly-Clark Worldwide, Inc.
and City of Everett, Washington
Tri-Party Agreement with the Port
of Everett on the Port Gardner
Outfall Replacement Project
City of Bellingham, Washington
CITY OF BELLINGHAM
Final MTCA Consent Decree for
Combined Cleanup and Habitat
Restoration Project (Whatcom
Creek) at Former Holly Street
Landfill
TACOMA LAND COMPANY
King County, Washington
Site Acquisition and ESA Issues
Relating to the Brightwater
Wastewater Treatment System
Simpson Tacoma Land Company/
Kraft Company, LLC/Timber Company
TACOMA LAND COMPANY
TACOMA KRAFT
COMPANY, LLC
City of Lincoln City, Oregon
ESA Consultations on Water
Diversion Project in Schooner
Creek; Obtained Associated Federal
and State Permits to Complete
Construction on Schedule
LEWIS COUNTY,
WASHINGTON
Lewis County, Washington
TIMBER COMPANY
Memorandum of Agreement for
Development of Confined Disposal
Facility for Thea Foss Waterway
Cleanup in Commencement Bay,
Tacoma, Wash.
Negotiate Investigation and
Remedial Action; Defense of
Related Claim
Skagit County, Washington
Microchip Technology Incorporated
Fee to Trust Transfers of Property
by Indian Tribes
NPDES Water Quality Permit
Renewal
Development of Environmental
Management System (EMS) and
Start-Up of Microcontroller and
Analog Semiconductor Chip
Manufacturing Facility
T-Mobile USA, Inc.
Kissel Park Brownfield Cleanup
and Redevelopment
Air Quality Permit for Fab 4,
Gresham, Ore.
Permitting and Appellate Defense
for Telecommunications Facility
Siting in Washington and Oregon
City of Yakima, Washington
CITY OF YAKIMA
Settlement and Final CERCLA
Consent Decree for Middle
Waterway Cleanup in
Commencement Bay,
Tacoma, Wash.
21
LIFE SCIENCES AND HEALTHCARE
THE LIFE SCIENCES and healthcare practice groups at Preston Gates are proud to have
worked with numerous companies and organizations focused on improving the quality of life
through the application of science and technology. We are pleased to support them in
accomplishing the financial, legal and strategic goals necessary to their mission.
We understand the factors behind successful life sciences and healthcare ventures, and
bring to bear years of experience working with startups to Fortune 500 companies. We have
helped emerging and established biotechnology, diagnostics, pharmaceutical, medical
device, bioinformatics and healthcare companies in a broad range of legal issues associated
with launching, growing, managing and protecting highly successful organizations. We also
represent leading universities and research institutions as they develop and commercialize
their technologies. Additionally, we work with many entities that provide life blood to life
sciences and healthcare organizations through strategic capital investments.
Our life sciences attorneys work with clients to develop, protect and commercialize their
technology assets, secure funding, build strategic alliances, prepare employment policies
and programs, develop facilities and plan tax strategies. We also are recognized leaders in
intellectual property litigation and aggressively defend clients’ IP rights in infringement or
misappropriation disputes. We combine our deep knowledge of legal issues with significant
scientific and industry experience. Many of our attorneys and technical professionals have
years of laboratory bench experience and advanced degrees in cell and molecular biology,
immunology, chemistry, antibody technology, engineering and other core sciences. We are
skilled in negotiating with federal laboratories, the Food and Drug Administration and the
National Institutes of Health.
Our healthcare attorneys serve individuals as well as public and private entities involved
in the delivery of healthcare services and information. Our clients range from individual
physicians, physician groups and professional associations to academic medical centers,
hospitals, pharmacies, long-term care facilities and government providers. We also represent
insurers, a wide variety of established technology companies and emerging businesses, all of
which are creating and implementing new products, services and delivery mechanisms. We
provide clients with integrated solutions to legal issues associated with privacy, regulatory
compliance, corporate, tax, intellectual property, labor and employment, employee benefits,
litigation and legislative matters.
22
LIFE SCIENCES AND HEALTHCARE
ADVANCED RENAL
TECHNOLOGIES
Advanced Renal Technologies
ID Biomedical
International Licensing Agreements
Public Offering of Common Stock
and Warrants
Paragon Biomedical, Inc.
Formation of Paragon ClinTec
Eurasia, LLC, a Joint Venture
Between Paragon Biomedical, Inc.
and ClinTec International Inc.
U.S. Private Placement in
Connection with Canadian
Public Offering
AMDL, Inc.
AMDL, INC.
SELECTED REPRESENTATIONS
Multiple Reg S/Reg D Private
Placements ($5 Million)
Plexis Healthcare Systems, Inc.
Integra Ventures
Bioject, Inc.
Purchase of Series A Preferred
Stock of Clear Medical, Inc.
Purchase of Certain Assets of
Logical Claims Solutions
iScience Surgical Corporation
Ryther Child Center
Employment and Real Estate
Matters
Series B Preferred Stock Financing
CalPERS
HIPAA Privacy Compliance
Healthcare Counsel
Light Sciences Corporation
Premera Blue Cross
Employment Matters
Cardiome Pharma Corp.
Conversion to For-Profit
Public Offering of Common Shares
U.S. Private Placement in
Connection with Canadian
Public Offering
CERTUS
Certus
MS Hub
Seattle Biomedical Research Institute
Formation and Tax Exempt Status
IP Commercialization
NightHawk Radiology Services
Technology Agreements
Employment Matters
UW PHYSICIANS
UW Physicians
Healthcare Matters
IP Advice
CHILDREN’S
UNIVERSITY MEDICAL
GROUP
Children’s University Medical Group
VenPro
Healthcare Matters
PACIFIC BIOSCIENCE
LABS
Sale of Assets
Pacific Bioscience Labs
Seed Financing
Endoscopic Technologies, Inc.
WaveSCAN Medical
Series B Preferred Stock Financing
Patent and Technology Licensing
Pacific Medical Centers
Spinoff and Restructuring
Health Sense International
Strategic Partnership with
Virginia Mason
Sale of Assets to Accelerated Care
Plus Corp.
Government Contracting
23
YAKIMA VALLEY FARM
WORKERS CLINIC
Yakima Valley Farm Workers Clinic
Healthcare Regulatory Matters
ENERGY AND UTILITIES
EXPERIENCE. THE LAWYERS of Preston Gates’ energy and utilities practice
offer impressive experience in solving legal problems and achieving business goals.
Highlights of the group’s experience include:
• Heading the Bonneville Power Administration (BPA) transmission business and
serving for 14 years as BPA’s general counsel;
• Serving 18 years in the U.S. Senate, gaining extraordinary insight on ideas that
shape federal energy policy;
• Working as Northwest regional director of the National Marine Fisheries Service,
managing the listing of salmon stocks under the Endangered Species Act (ESA)
from California to Canada, as well as administering the other fisheries and
marine mammal responsibilities of the agency;
EPCOR Corporate Venture Capital
Preston Gates represented EPCOR Corporate
Venture Capital in connection with its investment
in Clean Air Power, Inc., a San Diego-based
developer of cost-effective clean power options to
the vehicle and power generation markets. EPCOR
Corporate Venture Capital is an investment fund
established in 2002 by EPCOR Utilities Inc. to
make investments in leading energy and waterrelated technology companies in Canada and the
United States. As investor counsel, Preston Gates
provided EPCOR Corporate Venture Capital with
legal assistance in connection with the entire
range of early stage financing matters, including
the negotiation of financing documents, the
provision of advice concerning corporate
governance matters, and the performance of
corporate and intellectual property due diligence.
• Leading the Energy Facility Siting Process Review Committee created by the
Washington legislature — successfully guiding large energy projects through the
Energy Facility Site Evaluation Council;
• Helping to develop energy projects in India and Pakistan; and
• Serving as chief of the Energy Section of the Antitrust Division of the U.S.
Department of Justice, conducting significant and complex litigation, regulatory
interventions and investigations for the Antitrust Division, and serving as the
department’s principal counsel before the Federal Energy Regulatory
Commission (FERC).
The energy and utilities practice group leverages experience from numerous
legal disciplines to handle and resolve the broad spectrum of issues facing this
dynamic industry. Attorneys throughout our offices work together to guide our
clients through strategic decisions, policy initiatives, commercial transactions,
project financing and development, state and federal regulatory proceedings and
litigation. We represent leading organizations from across the energy and utility
sectors, including independent power producers and marketers, investor-owned
and public power utilities, emerging businesses in the smart energy sector,
diversified energy companies and large consumers.
We pride ourselves on our responsiveness and teamwork, as well as on
maintaining a thorough grounding in both the legal and business dimensions of
this industry. We have helped our clients to finance, acquire, construct and permit
power plants, natural gas pipelines and other complex facilities. We have
negotiated and drafted numerous power sales, transmission, interconnection and
asset acquisition agreements. We have been at the forefront in the formation and
restructuring of utilities and related entities, and we have broad experience in
mergers, acquisitions and corporate governance. Our lawyers regularly practice
before the FERC and state regulatory commissions, as well as in court, in
connection with the most important energy and utility issues of the day.
From hydropower licensing, project siting and green-tagging to joint ventures
and alliances to antitrust, trade regulation and legislative advocacy, the energy and
utilities practice group of Preston Gates has the skill, experience and creativity to
get results for our clients.
24
ENERGY AND UTILITIES
SELECTED REPRESENTATIONS
Northwest Independent
Power Producers Coalition
City of Tacoma, Washington
$17,065,000
Conservation System Project
Revenue Refunding Bonds, 2003
Legal Advice and Assistance on
Incorporation, Ongoing Corporate,
Tax and Regulatory Matters
Public Utility District No. 1 of
Cowlitz County, Washington
Conservation and Renewable
Energy System
$25,365,000
Conservation Project Revenue
Refunding Bonds, 2003
$9,950,000
Production System Revenue
Note, 2003
EPCOR Corporate Venture Capital
Public Utility District No. 1 of
Franklin County, Washington
Series B Preferred Stock
Investment in Clean Air Power, Inc.
$14,630,000
Electric Revenue Refunding
Bonds, 2003
EPCOR Utilities Inc./EPCOR Power
Development Corporation/EPCOR
Merchant and Capital (US) Inc.
Public Utility District No. 1 of
Grant County, Washington
$88,570,000
Priest Rapids Hydroelectric
Development Second Series
Revenue Bonds, Series 2003 A
and 2003 Z, and Wanapum
Hydroelectric Development Second
Series Revenue Bonds, Series
2003 A, 2003 B and 2003 Z
Legal Advice in Connection with
Power Sales, Regulatory, Mergers
and Acquisitions, Tax and
Commercial Matters
Frederickson Power L.P.
(Indirect Wholly Owned Subsidiary
of EPCOR Utilities Inc.)
Execution of Purchase and Sale
Agreement for Sale of 49.85%
Undivided Interest in Frederickson
1 Generating Facility to Puget
Sound Energy, Inc.
Public Utility District No. 1 of
Lewis County, Washington
$146,210,000
Cowlitz Falls Hydroelectric Project
Revenue Refunding Bonds, 2003
Public Utility District No. 1 of
Okanogan County, Washington
$10,565,000
Electric System Revenue Bonds,
2003 A and 2003 B (Taxable)
GWF Energy LLC
GWF ENERGY LLC
$226 Million
Borrower’s Counsel on Federal
Regulatory Matters Relating to the
Issuance of $226 Million in Senior
Secured Bonds to Finance GWF
Energy’s Hanford, Henrietta and
Tracy Electric Generating Facilities
in California
UE Waterheater Income Fund
Cdn $361,000,000
Public Offering in Canada of
36,100,000 units
25
PUBLIC FINANCINGS
Washington Higher Education Facilities Authority
Preston Gates served as bond counsel to the
Washington Higher Education Facilities Authority in the
issuance of a $23 million tax exempt revenue bond to
finance the construction of Gonzaga University’s new
basketball arena. The bonds were issued as auction
rate securities with conversion features to other
interest rate modes. The 6,000-seat arena will open for
the 2004-05 basketball season and replace the
Bulldog’s 39-year-old arena, The Kennel.
State of Oregon
Preston Gates served as bond counsel and helped the
Oregon State Treasurer and the Oregon Department of
Administrative Services draft legislation, amend the
Oregon constitution, and sell and issue the largest
bond offering in the state’s history — $2,083,960,000
general obligation pension bonds, series 2003. The
bonds reduced operating costs of the state by reducing
its pension costs. The savings were a vital component
of the state’s budget. Litigation attacking the bonds
was filed against the state just before closing.
However, Preston Gates attorneys were able to deliver a
“no merit” opinion that allowed closing to occur, and
preserved the savings for the state.
PRESTON GATES ATTORNEYS have assisted public clients for more than 87
years. We have represented hundreds of governments, including school districts,
cities and towns, ports, tribes, housing authorities, regional wastewater and transit
agencies, fire districts, counties, states, state agencies, public utility districts and
special development districts. We principally work with issuers in Alaska,
Washington, Oregon, Idaho and California, serving public clients from each of the
firm’s eight U.S. offices.
As bond counsel, the public finance department handles general obligation
bonds, utility revenue bonds, LID bonds, industrial development bonds, short-term
obligations (tax, revenue and bond anticipation notes), lines of credit, lease
financing, tax increment financing, 501(c)(3) financing (and other types of private
activity bonds) and refunding of most of the above. In addition, the firm’s
municipal attorneys serve as underwriters’ counsel, letters of credit bank counsel
and company counsel on a variety of governmental and private activity bond issues.
In 2003, the firm served as bond counsel for the issuance of more than
$8.84 billion in bonds, ranking 1st in the states of Oregon and Washington, and
10th nationally. We have the largest public finance practice in the Northwest, both
in the number of attorneys practicing and in the number of financings we handle
each year. Our team of public finance lawyers are nationally recognized bond
attorneys and listed in The Bond Buyer’s Municipal Marketplace.
We provide a variety of other legal services to our clients, helping them with
energy, planning, permitting, land acquisition, bidding, construction claims and
contracts, taxation, labor, litigation, environmental and regulatory proceedings, and
state and federal grants. We regularly work with municipal clients on open public
meetings, public records policy and disclosure, and election law issues.
Our 30-member policy practice group in Washington, D.C. has a rich tradition
of serving the needs of municipal clients. We have helped several clients secure
and protect federal appropriations for municipal services. We have represented
associations of cities, such as the Tri-City Industrial Development Council (Pasco,
Kennewick and Richland, Washington), in garnering federal assistance for local
economic development. Additionally, we have assisted the cities of Spokane,
Yakima and Port Angeles on various matters.
The firm’s policy group has also worked with several Pacific Northwest public
utilities, including Grant County PUD, Snohomish County PUD and Clark County
Public Utilities, and represented ports on a variety of trade, environmental cleanup,
customs and infrastructure improvement projects.
26
PUBLIC FINANCINGS
Central Kitsap School District
No. 401, Washington
$5,460,000
Unlimited Tax General Obligation
Refunding Bonds, 2003
CONSERVATION AND
RENEWABLE
ENERGY SYSTEM
Conservation and Renewable
Energy System
$25,365,000
Conservation Project Revenue
Refunding Bonds, Series 2003
SELECTED REPRESENTATIONS
Ketchikan Gateway Borough, Alaska
KETCHIKAN GATEWAY
BOROUGH, ALASKA
$9,000,000
General Obligation School Bond,
2003 (AMBB)
King County, Washigton
CHELAN COUNTY
Economic Development Corporation
of Pierce County, Washington
Chelan County, Washington
Limited Tax General Obligation
Bonds, 2003 A
$96,470,000
Sewer Revenue Refunding Bonds,
Series 2003 A
$6,500,000
Multi-Mode Variable Rate Demand
Industrial Revenue Bonds (SeaTac
Packaging Mfg. Corp. Project),
Series 2003
City of Dillon, Montana
Kitsap County Consolidated Housing
Authority, Washington
$5,800,000
Water and Sewer System Revenue
and Refunding Bonds, 2003
$16,975,000
Revenue Bonds, 2003
(Bremerton Government Center)
(Counsel to Underwriter)
Emerald People’s Utility District
$8,255,000
Electric System Revenue
Obligations
City of Gresham, Oregon
$8,870,000
Water Revenue Refunding Bonds
Municipality of Anchorage, Alaska
$172,000,000
2003 A General Obligation Bonds,
(General Purpose) and 2003 B
General Obligation and Refunding
Bonds, (Schools)
(Counsel to Underwriters)
Everett School District No. 2,
Washington
CITY OF MOSES LAKE,
WASHINGTON
$22,600,000
Unlimited Tax General Obligation
Refunding Bonds, 2003
City of Moses Lake, Washington
$2,735,000
Limited Tax General Obligation
Refunding Bonds, 2003
Fairbanks North Star Borough, Alaska
$42,960,000
Broadway Housing Project
City of Salem Urban Renewal
Agency, Oregon
Northwest Educational Service
District No. 189
$13,500,000
General Obligation School Bond,
2003 Series F
City of Portland, Oregon
GRESHAM-BARLOW
SCHOOL DISTRICT
$24,925,000
Urban Renewal Bonds
$5,500,000
Limited General Obligation
Bonds, 2003
Gresham-Barlow School District,
Oregon
$21,355,000
General Obligation Unified District
Refunding Bonds
NORTHWEST OREGON
HOUSING AUTHORITY
Industrial Development Corporation
of the Port of Bellingham, Washington
City of Sumner, Washington
City of Tacoma, Washington
$51,380,000
Water System Revenue and
Refunding Bonds, 2003
JEFFERSON RURAL
FIRE PROTECTION
DISTRICT
Jefferson Rural Fire Protection
District, Oregon
$1,655,000
General Obligation Bonds
27
Champion Park II Limited
Partnership
Ocean Beach School District
No. 101, Washington
$24,000,000
Environmental Facilities Industrial
Revenue Bonds (BP West Coast
Products LLC Project), Series 2003
$1,629,416
Local Improvement District No. 75
Bonds, 2003
Northwest Oregon Housing Authority
$23,000,000
Unlimited Tax General Obligation
Bonds, 2003
OREGON DEPARTMENT
OF ADMINISTRATIVE
SERVICES
Oregon Department of
Administrative Services
$15,560,000
Certificates of Participation
SELECTED REPRESENTATIONS
OREGON SCHOOL
BOARDS ASSOCIATION
PUBLIC FINANCINGS
Oregon School Boards Association
Public Utility District No. 1 of
Okanogan County, Washington
$927,079,763
Limited Tax Pension Obligations
State of Oregon
STATE OF OREGON
$10,565,000
Electric System Revenue Bonds,
2003 Series A and Series B
(Taxable)
Student Loan Finance Association
$63,700,000
Education Loan Revenue Bonds,
Senior 2003 Series A-1 (Auction
Rate) (Counsel to Underwriter)
Port of Anacortes, Washington
$4,200,000
Limited Tax General Obligation
Bonds, 2003
Renton School District No. 403,
Washington
$100,000,000
Unlimited Tax General Obligation
Bonds, 2003
University of Washington
$1,500,000
Equipment Lease/Purchase
Agreement (Surgical Arm)
Port of Hood River, Oregon
$8,000,000
General Revenue Bonds, 2003
Richland School District No. 400,
Washington
$40,000,000
Unlimited Tax General Obligation
Bonds, 2003
Port of Seattle, Washington
$355,370,000
Revenue Bonds, Series 2003 A
and Series 2003 B
$6,600,000
Tax and Revenue Anticipation Note
SKAGIT COUNTY FIRE
PROTECTION NO. 16,
WASHINGTON
Public Utility District No. 1 of
Franklin County, Washington
$14,630,000
Electric Revenue Refunding Bonds,
Series 2003
Public Utility District No. 2 of
Grant County, Washington
$88,570,000
Priest Rapids Hydroelectric
Development Second Series
Revenue Bonds, Series 2003 A
and 2003 Z, and Wanapum
Hydroelectric Development Second
Series Revenue Bonds, Series
2003 A, 2003 B and 2003 Z
Public Utility District No. 1 of
Lewis County, Washington
$146,210,000
Cowlitz Falls Hydroelectric Project
Revenue Refunding Bonds, 2003
SNOHOMISH COUNTY,
WASHINGTON
Skagit County Fire Protection District
No. 16, Washington
$150,000
Unlimited Tax General Obligation
Bond, 2003
Snohomish County, Washington
$93,400,000
Limited Tax General Obligation
Bonds, 2003
Special Districts Association
of Oregon
$1,649,000
FlexLease Program Certificates
of Participation
Spokane Public Schools, Washington
$100,000,000
Unlimited Tax General Obligation
Bonds, 2003
Vashon-Maury Park and Recreation
District, Washington
$200,000
Tax Anticipation Note, 2003
Vera Water and Power
$11,135,000
Unlimited Tax General Obligation
Refunding Bonds, 2003
Public Utility District No. 1 of Cowlitz
County, Washington
$9,950,000
Production System Revenue
Note, 2003
VASHON-MAURY PARK
AND RECREATION
DISTRICT
Sequim School District No. 323,
Washington
$200,000,000
Subordinate Lien Revenue Bonds,
Series 2003 C
Portland Community College District
$2,083,960,000
General Obligation Pension Bonds
Parity Lien Water Revenue
Refunding
WAHLUKE SCHOOL
DISTRICT NO. 73
Wahluke School District No. 73,
Washington
$10,000,000
Unlimited Tax General Obligation
Bonds, 2003
Washington Economic Development
Finance Authority
$57,415,000
Taxable Economic Development
Revenue Bonds, 2003 A
(CSC of Tacoma LLC Detention
Facility Project)
Washington Higher Education
Facilities Authority
$17,000,000
Revenue Refunding Bonds (Seattle
University Project), Series 2003
Washington State Housing Finance
Commission
$8,500,000
Variable Rate Demand Non-Profit
Revenue Bonds (United Way of
King County Project), Series 2003
State of Alaska
$86,000,000
Alaska International Airports
System Revenue Bonds, 2003 A
$359,130,000
General Obligation Bonds, Series
2003 A (General Purpose)
$461,935,000
General Obligation Bonds Series
2003 B (Transportation Grant
Eligible Projects)
28
Washington State School Districts
$12,558,000
Certificates of Participation in
Washington State School District
Refunding Bonds, 2003
Yamhill County, Oregon
$1,750,000
Full Faith and Credit Obligations
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