Areas of Practice
Financial institutions, corporate and securities law, including mergers and acquisitions, corporate finance, corporate governance and banking and securities regulatory and reporting matters

Representative Experience
Practicing law in New York, the District of Columbia and the State of Washington since 1989

Mergers and acquisitions

Issues relating to offerings and private placements of securities of banks and bank holding companies, involving compliance with federal and state securities laws

Advising clients with respect to takeover and defensive strategies

Conversions from mutual to stock form, between deposit insurance funds and between federal and state charters

Advising on public company Sarbanes Oxley, corporate governance, securities reporting obligations and bank regulatory matters

Representative Transactions
San Juan Financial Holding Company/Islanders Bank cash and stock acquisition by Banner Corporation (pending)

Formation of Washington state-chartered commercial bank (pending)

Cascade Bancorp cash and stock acquisition of Farmer’s and Merchants Bank of Idaho (2006)

Pacific Portfolio Companies acquisition of Community Trust Company (2006)

Pacific Portfolio Companies acquisition of Pacific Portfolio Consulting LP (2006)

Pacific Portfolio Companies private placement (2006)

Pacific Portfolio Companies formation (2006)

WestsideBanking Company pooled trust preferred offering (2005)

Westside Community Bank formation of Westside Banking Company in tax-free, exempt transaction (2005)

AEA Bancshares/AEA Bank merger with Cowlitz Bancorporation/Cowlitz Bank (2005)

Pierce Commercial Bank formation of mortgage company (2004)

Northrim Capital Investment Corporation acquisition of mortgage company (2004)

South Sound Bank common stock offering (2004)

Elliott Cove Capital Management LLC offering and convertible note (2003)

Washington Banking Corporation (Nasdaq: WBCO) formation of Wholesale Lending Company (2003)

Nara Bancorp, Inc. (Nasdaq: Nara) two pooled trust preferred offerings (2003)

Northrim BanCorp, Inc. (Nasdaq: NRIM) pooled trust preferred offering (2003)

Nara Bank National Association acquisition of loans and assumption of deposits of Korea Exchange Bank of New York (2003)

Pierce County Bancorp, Inc. common stock offering and 1-for-1000 reverse stock split (2003)

Northrim BanCorp, Inc. (Nasdaq: Nrim) formation of Northrim Investment Services Company and investment in investment advisory services company (2002)

Elliott Cove Capital LLC formation and private placement (2002)

Pacifica Bancorp preferred stock offering (2002)

Washington Banking Company (Nasdaq: WBCO) pooled trust preferred offering (2002)

Northrim Bank (Nasdaq: NRIM) formation of Northrim BanCorp, Inc., in tax-free, exempt transaction (2002)

San Juan Financial Holding Company acquisition of San Juan Title Company (2002)

Columbia Banking System, Inc. pooled trust preferred offering (2001)

Pacifica Bank formation of Pacifica Bancorp, Inc. in tax-free, exempt transaction (2001)

VRB Bancorp (Nasdaq: VRBA) $54,000,000 merger of equals with Umpqua Holdings Corporation (Nasdaq: UMPQ) in tax free stock deal (2000)

South Sound Bank formation (2000)

Pacific Financial Corporation Merger of Equals with Harbor Bancorp, Inc. in tax-free stock deal (1999)

Northrim Bank (Nasdaq: NRIM) acquisition of Bank of America Alaska franchise (1999)

Northrim Bank (Nasdaq: NRIM) underwritten offering of common stock (1999)

Central Valley Bank acquisition by Heritage Financial Corporation in tax-free stock deal (1999)

Washington Banking Company (Nasdaq: WBCO) initial public offering (1998)

Islanders Bank formation of San Juan Bank Holding Company in tax-free, exempt transaction (1998)

Northrim Bank (Nasdaq: NRIM) formation of Northrim Capital Investments Corporation and equity investment in Residential Mortgage LLC (1998)

Heritage Financial Corporation (Nasdaq: HFWA) acquisition of North Pacific Bank in cash deal (1998)

Heritage Financial Corporation (Nasdaq: HFWA) initial public offering and mutual holding company conversion (1998)

Columbia Banking System, Inc. (Nasdaq: COLB) acquisition of Bank of Fife in tax-free stock deal (1997)

Columbia Banking System, Inc. (Nasdaq: COLB) merger with Cascade Bancorp, Inc. in tax-free stock deal (1997)

Columbia Banking System, Inc. (Nasdaq: COLB) underwritten public offering (1996)

Shorebank Corporation, Chicago, Illinois, acquisition of U.S. Bank of Washington (1996)

First American State Bank acquisition by Centennial Holdings, Ltd. (1995)

Prior Experience
Partner, Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim, headed up the firm's Financial Institutions/Securities Practice Group

Attorney, Washington D.C. office of Cleary, Gottlieb, Steen & Hamilton (a New York based law firm), worked on legislative, regulatory and transactional banking projects, Resolution Trust Corporation issues and multilateral development banking questions and acted as underwriter’s counsel for debt financings and mortgage-backed securities transactions

Memberships and Activities
American Bar Association

• Banking Law Committee, member

District of Columbia Bar Association

New York State Bar Association

Education
J.D., with high honors, Columbus School of Law, Catholic University of America, 1988

• Editorial staff, The Journal of Contemporary Health Law and Policy
  
• Member, Moot Court Nationals Team

B.A., Washington State University, 1985

• Honors Program (International Emphasis)
  
• Scholarship, Year-Long Exchange Student, University College Cardiff, Cardiff, Wales, Great Britain
  
• Phi Beta Kappa