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Practice Groups
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Community Banking
Foster Pepper LLP is a leading provider of legal services to community
banks in the Pacific Northwest. We have assisted more than 40 community banks
with their legal problems in recent years. Our extensive experience in
representing community banks and our thorough understanding of the unique
business issues of the banking industry are an indispensable resource for our
clients.
- Strategic Planning and Implementation Growth
strategies, capital formation, mergers, acquisitions, divestitures and
takeover strategies and defenses.
- Corporation Organization and Structure De novo bank
organization and bank holding company formations.
- Regulatory and Securities Compliance Regulatory
approvals, periodic reporting, shareholder communications and insider trading
policies.
- Operations Loan documentation, bankruptcy and
creditors' rights, real estate and trust services.
- Management and Personnel Employment agreements,
severance and non-competition agreements, stock option plans, stock purchase
plans, management compensation, benefit plans and general employment issues.
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Community Banking Attorneys
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Business and Corporate Practice
- General Business Representation Assistance in
determination of entity, general contract negotiations and drafting, sales and
distribution agreements, employment agreements, compliance with organizational
formalities.
- Corporate Finance Public offerings, private offerings,
venture capital investments, securities law compliance, and advice to boards
of directors.
- Mergers and Acquisitions The acquisition or disposition
of public or private companies through mergers, stock transactions or asset
purchase and sale agreements.
- Executive Compensation Drafting and structuring
long-term employment contracts, preparation of incentive compensation
programs, including incentive and nonqualified stock option plans, stock
appreciation rights or "phantom stock" plans, performance share, stock grant
or restricted stock plans, "golden parachute," "golden handcuff" and "tin
parachute" arrangements, and ESOPs.
- Intellectual Property Practice Drafting and negotiating
OEM agreements, development agreements, license agreements, international and
national distribution agreements, joint venture agreements, systems
integration and joint marketing arrangements, research and development
agreements, beta agreements, end user licenses, multimedia content licenses,
publishing agreements, escrow agreements, production agreements, and
maintenance and technology support agreements.
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Business and Corporate Attorneys
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Real Estate and Land Use
Foster Pepper LLP maintains one of the broadest real estate practices
in Oregon and throughout the Pacific Northwest. Because of our extensive
experience in real estate transactions for every property type and at all levels
of complexity, we provide you with track-proven professionals. Our lawyers
provide solutions for real estate development, leasing and management,
acquisition, disposition, financing, environmental and hazardous waste,
construction, property taxation, forest products, zoning and land use. Our
lawyers also provide counsel on how to structure your ownership entity, whether
a partnership, limited liability company, or corporation and guide you through
the labyrinth of tax and securities regulation. If projects go sideways, we can
assist you through the minefields of loan workouts, bankruptcies, foreclosures,
and litigation.
Our clients include international, national, regional and local developers
and builders, corporations, individual and institutional investors and lenders.
Our clients also include foreign investors seeking real estate investment
opportunities in Oregon and throughout the greater Pacific Northwest.
- Real Estate Our experience covers the full spectrum of
the real estate market. Our clients have been involved in all markets, from
high- and mid-rise office buildings to corporate and industrial parks and
shopping centers, from hotels, destination resorts and golf courses to arenas
and stadiums, from single residential to multifamily projects and retirement
facilities and from telecommunication facilities to overseas cables.
- Land Use To permit such a diverse set of real estate
transactions, it may be necessary to overcome many land use hurdles. We have
successfully secured all types of approvals and entitlements for our clients,
including subdivisions, partitions, condominiums, rezonings, design review,
street vacations, and water right permits.
- Real Estate Finance Most real estate is built with
other people's money. Our lawyers represent both lenders and borrowers. We
know what is possible in the lending arena. We can assist you in structuring
your financing whether it is construction, mini-perm, take out, mezzanine and
long term or bond financing.
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Real Estate and Land Use Attorneys
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Litigation
The firm handles a broad range of litigation in matters related to business,
securities, real estate, construction, employment and bankruptcy. Our attorneys
practice in state and federal trial and appellate courts, and have expertise in
arbitration and mediation. In addition, our litigators routinely advise business
lawyers and business clients on the best methods to structure and document
transactions, both to avoid future litigation and to establish efficient dispute
resolution procedures by agreement.
Our litigation clients have included manufacturers, financial institutions,
real estate developers, property owners, public agencies, "high tech" companies,
retailers, service companies, and a wide variety of other businesses.
- Business, Corporate, and Securities Litigation
Representation of private and public business entities, as well as
individuals, in matters involving breach of contract, fraud, securities law,
unfair competition, interference with contracts and business relationships,
partnership and shareholder disputes, officer/director liability, acquisition
and sale of companies, dissolution of corporations, and state and federal RICO
laws.
- Employment Litigation/Employment Counseling
Representation of corporate and individual employers in wrongful termination,
discrimination, and other employee disputes, and counseling employers as to
all aspects of employee relations, including personnel policies, compliance
with state and federal laws and regulations, and pre-termination issues.
- Commercial Lease Litigation Representation of property
owners, retailers, and tenants in all aspects of commercial landlord/tenant
relationships, including lease termination, unlawful detainer, rent disputes
and eminent domain/bonus value disputes.
- Real Property Litigation Specific performance of
purchase and sale agreements, quiet title actions, eminent domain proceedings,
partition actions, adverse possession and prescriptive easements, broker
commission disputes, and premises liability.
- Financial Litigation Representation of lenders and
property owners in actions involving promissory notes, security instruments,
judicial foreclosure, receiverships, and lender liability.
- Construction Litigation Representation of developers,
property owners, manufacturers, and contractors in cases involving
construction defects, construction contracts, mechanic's liens, stop notices,
and design liability.
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Litigation Attorneys
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Cooperative Law
Foster Pepper LLP, one of the few experienced and established law
firms practicing cooperative law in the Pacific Northwest, has organized
and represents a range of agricultural, telecommunication, and non-agricultural
supply cooperatives, including Oregons largest processing, marketing, and
supply cooperatives. We also represent and counsel associations serving
these cooperatives, such as the Agricultural Cooperative Council of Oregon.
Understanding the unique interplay of state and federal laws affecting
cooperatives, the Cooperative Law Practice Group is able to advise clients
on how to take full advantage of the benefits offered under those rules,
including the Oregon Cooperative Corporation Act, which was drafted by an
attorney practicing at a predecessor of Foster Pepper LLP.
In addition, attorneys work to maintain their comprehensive knowledge regarding
the business and political climates affecting agricultural, non-agricultural
supply and telecommunications industries.
- General Business Representation Assistance in determination of entity,
general contract negotiations and drafting, sales and distribution agreements,
employment agreements, compliance with organizational formalities.
- Corporate Finance Public offerings, private offerings, venture capital
investments, securities law compliance, and advice to boards of directors.
- Mergers and Acquisitions The acquisition or disposition
of public or private companies through mergers, stock transactions or asset
purchase and sale agreements.
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Cooperative Law Attorneys
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Securities Enforcement and Litigation
Foster Pepper's Securities Enforcement and Litigation Group defends
brokers/dealers, issuers, investment advisors, investment bankers, underwriters
and other capital market professionals in all types of securities-related
proceedings and disputes:
- In enforcement investigations and administrative proceedings brought
by SEC, FINRA (formerly NASD Regulations, Inc.), NYSE and state regulators
- in arbitrations of investor complaints before FINRA, American Arbitration
Association and JAMS
- in litigation arising out of securities transactions
We have represented brokers/dealers and investment advisors in customer claims
including misrepresentations and omissions, suitability, churning, unauthorized
trading, selling away, breach of fiduciary duties and other federal and
state securities law claims. Our experience includes such investments as:
- IPOs
- options
- private placements
- variable insurance products
- stocks
- bonds
- limited partnership interests (including LLC's)
- Tenant in Common Interests
Our clients include:
- broker/dealers
- brokerage firms
- investment advisors
- insurance companies
- corporate officers and directors
- professionals
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Securities Enforcement and Litigation Attorneys
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