BUSINESS, FINANCE, AND REAL ESTATE
We assist both start-up companies and seasoned businesses. We provide counsel on the structuring of corporate and other business enterprises, including choice of entity planning, debt and equity financings, and the preparation of related documentation. We have extensive experience in structuring and completing complex mergers, acquisitions, and financings.
We provide general counsel to many closely-held companies that require assistance with various business legal issues, including acquisitions, commercial transactions, and employment matters.
We assist clients in buying, selling, and developing real property, including financing, construction, and leasing issues.
We represent both employers and employees. Our experience on both sides of the table is invaluable in helping us provide our clients with efficient and cost effective solutions to their employment-related concerns. We help employers with “preventative practices,” which include developing and implementing employment policies and handbooks that can decrease the chances of litigation. We also advise employers and clients on contract negotiations and how to comply with changes in the laws and regulations affecting their businesses. If necessary, we defend them from employment claims brought against them. We also assist employees in negotiating employment and other agreements, severance packages, and non-competition agreements, and we evaluate potential claims. Our attorneys handle claims in state and federal courts, both at the trial and appellate level. We also appear before administrative bodies, including the Department of Labor, the Equal Employment Opportunity Commission, and the Bureau of Labor and Industries.
TAX AND ESTATE PLANNING
Estate and Wealth Transfer Planning
We provide a wide range of services in this area: preparation of wills and trusts; wealth transfer planning; tax planning for high net worth individuals and taxable estates and trusts; planning and implementation of business reorganizations to facilitate estate planning objectives and business succession planning; probate and administration of large estates and trusts; estate tax returns; and, probate litigation, including will contests and other estate and property disputes.
Our services include: general business and transaction tax planning, including S corporations, professional corporations, and limited liability companies; corporate reorganizations, including mergers, spin-offs of corporate divisions, sales of corporate subsidiaries, corporate liquidations, and stock redemptions; tax-free (“like-kind”) exchanges for real estate; estate tax, gift tax, generation skipping transfer tax, and income tax planning for high net worth individuals and taxable trusts and estates; and, income and estate tax planning for marital dissolutions.
Tax Litigation/Tax Controversy
Robert Preston’s experience includes: practice before the United States Tax Court and the Ninth Circuit Court of Appeals on federal income tax and federal estate tax controversies; practice before the Internal Revenue Service, including audits, appeals, refund claims, and collections; and, practice before the Oregon Tax Court, the Oregon Department of Revenue, and County Boards of Equalization and Ratio Review on property tax and other tax controversies.
ENTERTAINMENT AND NEW TECHNOLOGIES
Entertainment and Arts
Our clients can be found in all creative arts, entertainment, and media fields, including graphic arts, music, film, television, publishing, writing, crafts, online services, marketing, and related fields. We regularly negotiate and draft agreements and handle dispute resolution in those fields, and we provide advice on various industry standards and practices and on intellectual property issues affecting them.
Internet and New Technologies
Our clients include a large number of established and start-up new technology companies and businesses, including content-providers, e-commerce sites, and other businesses that provide products, solutions, and services on the Internet and in new technology media.
We also provide business, finance, tax, and intellectual property counseling to these clients, and we enjoy working with them at all stages of their business development.
We work with clients to develop a patent strategy that relates to their business strategy and product roadmap, and then prepare and prosecute patent applications in the US patent office and patent offices around the world, accordingly. We negotiate and draft patent licenses, and litigate patent infringement claims when needed. We provide opinions of non-infringement and invalidity of third party patents, and conduct patent due diligence investigations in mergers and acquisitions.
We provide counsel on national and international copyright issues, including the defense and protection of rights and the preparation of applications for registration of such rights with the United States Copyright Office. We regularly represent clients with copyright disputes and claims, and we have experience with complex copyright issues, such as those arising from work-made-for-hire situations and the Digital Millennium Copyright Act. The firm is a member of the Copyright Society of the USA (NW Chapter).
We provide trademark advice, counsel, prosecution, and related services to small and large companies and individuals. Our dedicated trademark staff provides assistance with trademark searches and analyses, pre-use counseling, intellectual property audits, and maintenance of trademark portfolios and related assets and rights. We have wide experience working with the U.S. Patent and Trademark Office and with foreign registration, enforcement, and screening issues. We are experienced with complex trademark litigation and dispute resolution matters.
Our firm won one of the first widely-publicized domain name arbitrations in the world for a celebrity (www.jimihendrix.com), using the new rules established by the Internet Community for Assigned Names and Numbers (ICANN) and the services of the World Intellectual Property Organization. Our firm is a member of the International Trademark Association (INTA).
We deal with a wide range of licensing matters on a regular basis, including software licenses, licenses of entertainment and media properties, submission agreements, and acquisition deals. We provide efficient and capable licensing assistance in both traditional and new industries, responding to the needs of clients as they pursue rights in others’ intellectual property or as they license or transfer their own rights to third parties. We also have broad experience dealing with nondisclosure, noncompete, employment, work-made-for-hire, and independent contractor agreements that may affect intellectual property and competitive rights.
Other Intellectual Property Areas
The firm has experience in the areas of trade secrets, publicity rights, patent disputes, neighboring rights, and unfair competition claims.
LITIGATION AND APPELLATE PRACTICES
Our trial attorneys find effective and efficient resolutions for personal and business disputes. We represent clients in a variety of trial, arbitration, and mediation matters, including business, real estate, intellectual property, employment, insurance coverage, legal and accounting malpractice, environmental, securities fraud, shareholder and management disputes, estates, product liability, tort, transportation, contracts, and entertainment law issues. We represent clients before trial and appellate courts, administrative agencies, and arbitration panels throughout Oregon and Washington. Our litigation team excels at creating efficient and sensible solutions to disputes of all types. When it is called for, we take cases all the way and have prevailed in several high profile cases in the Oregon Supreme Court.
Insurance is a part of all of our lives. Your business depends on its insurance for financial coverage when bad things happen. You depend on another person’s insurance when your business supplier (or some other party) makes a decision that causes financial damage to you. And we all depend on insurance companies to defend claims against us, especially when the claims are not justified or legitimate.
We know insurance. We defend claims and we seek coverage when there is a covered loss. We regularly work with insurance adjusters in litigation. We tackle difficult insurance coverage questions as part of our normal routine. We work for both sides and are not captive to either plaintiffs or insurers. While most of our work results in mutual settlement, we are not afraid to take insurance indemnity or coverage questions to trial or through appeal. In fact, we have argued two of the most recent Oregon Supreme Court insurance coverage cases, winning both cases for our clients.
AFFORDABLE HOUSING DEVELOPMENT AND FINANCING
Affordable Housing and Community Development
We advise various parties involved in federal and state affordable housing finance programs, including nonprofit and private sector developers of low-income and affordable housing, tax credit syndicators, lenders, and housing authorities.
Low-Income Housing Tax Credits
By incentivizing private capital and investor equity, the Low-Income Housing Tax Credit (LIHTC) has been crucial to the preservation and new construction of affordable housing. We represent clients in complex LIHTC transactions and deal structures, including tax credits, tax-exempt bonds, and project-based vouchers.
We assist owners and developers of market-rate multifamily housing. Our services include the acquisition, rehabilitation, development, operation, financing, and refinancing of multifamily projects.
Rural Development Housing Programs
We counsel clients building housing projects in rural areas that utilize USDA Rural Development (RD) Programs.