Client Collaborations

Millicent Naito et al v. Samuel T. Naito et al. Successful defense of board member, including recovery of costs and attorney fees in the face of multimillion-dollar claims for breach of fiduciary duty and related derivative claims. On the first day of trial, after several days of evidentiary hearings, personal damage claims against Ann Widmer (independent director) amounting to more than $6 million were dismissed with prejudice. The court ruled that Ms. Widmer was entitled to mandatory indemnification by the corporation, H. Naito Corporation. Claims included breach of fiduciary duty, derivative claims, and recoupment of attorney fees and costs paid for indemnification against Ms. Widmer and another independent director in connection with a lawsuit by minority shareholders based on breach of fiduciary duties and oppressive conduct.

Negotiated and documented the sale by Roberts Motor Company of its Kenworth truck sales and service business to Pape Trucks (Oregon territory) and NorCal Trucks (Northern California territory). Related sale and leases of environmentally impacted commercial real estate. Related sale of PacLease truck and equipment leasing business. Related negotiation and successful settlement of postclosing indemnification claims. Aggregate transaction size: approximately $20 million.

Represented large commercial property owner in connection with the City of Bellevue’s NE 4th Extension Improvements.

Co-authored and negotiated one of the first tribal-state intergovernmental cannabis agreements in New Mexico. Prepared code amendments, vendor agreements, internal policies and procedures, and advised on all aspects of opening a retail cannabis store.

Multiple patent applications relation to analog circuits including switching converters and charge pumps

Represented property co-owner in quiet title and protective order actions with favorable mediated settlement.

Negotiated and prepared complex design-build contracts for major new casino complex, involving reconstruction of freeway interchange; construction on tribal, private, and public land; multiple public, ownership, and financing interests; and challenging timeline.

Reviewed and opined on Oregon School Capital Improvement Matching (OSCIM) matching grants.

In recent years, work on wage and hour matters has expanded and included defending employers in multiple class actions, individual claims and compliance advice on issues such as minimum wage, prevailing wage, meals and rest break as well as classification issues involving exemptions under state and federal law and independent contractor status. Served on the Governor’s Task Force on Independent Contractors, which resulted in legislative amendments revising Oregon’s independent contractor statute.