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Brian J. Todd

Chair, Tax Practice

Brian Todd focuses on federal income tax issues in a wide variety of corporate, LLC, partnership, and international transactions. He drafts economically complex LLC operating agreements and has extensive experience in the formation, organization, and taxation of LLCs and partnerships. Brian regularly advises clients on tax considerations and disclosures related to corporate mergers, acquisitions and IPOs.

Representative Experience

Investment for Alaska Permanent Fund

Represented Alaska Permanent Fund in $120 million Series A Preferred Stock financing of Juno Therapeutics, a cancer drug developer. (2013)

Financial restructuring for LC Hotels

Represented investment group in successful financial restructuring, without which the project faced possible foreclosure or bankruptcy and continuing disputes with its construction contractor. Successfully negotiated debt financing of the property and managed capital infusion and reduction of liabilities against the property through a negotiated settlement. (2011)

Sale of business for Cardiovascular Decision Technologies, Inc.

Represented medical device software developer in its sale to a national health care conglomerate. (2011)

Sale of business for Mobiata, LLC

Represented Mobiata, LLC, a wireless travel application developer and provider, in a sale to Expedia, Inc., structured as a reverse triangular merger. (2010) 

Real estate joint venture for Alaska Permanent Fund

On behalf of primary investor, restructured a joint venture owning eight apartment projects in Tampa-St. Petersburg, Florida, subject to approximately $105 million of CMBS debt. (2009)

Sale of business for Confirma

Represented Confirma in its $22 million merger with Merge Healthcare Inc. Confirma is the creator of Cadstream, a medical device software system that automates the processing of breast magnetic resonance imaging studies. (2009)

Sale of musical theater portfolio and partnership interests for The Rodgers and Hammerstein Organization and entities owned by the Hammerstein family

Negotiated the sale of the extensive Rodgers and Hammerstein musical theater portfolio and the Rodgers and Hammerstein Organization to the Imagem Music Group. (2009) Read more

Acquisition of stock for Winona Capital

Acquisition of Barter Optical and Dragon Optical. (2008)

Merger and investment for Clearwire Corporation

Merger of Sprint and Clearwire WiMAX businesses and investment in Clearwire of $3.2 billion by Comcast, Time Warner Cable, Bright House Networks, Google, and Intel. (2008) Read more

New market tax credit financing for Seattle Children's Hospital

$25 million new markets tax credit financing for construction. (2008)

Real estate syndication counsel for Stratford Development Company

Provided tax and LLC structuring counsel to Stratford Development Company in connection with a variety of real estate transactions. (2008)

Sale of assets for Madrona Medical Group, P.S.

Sale of assets to PeaceHealth. (2008)

Business transactions for Northern Dynasty Minerals

Acted as Alaska local counsel to Northern Dynasty Minerals, a Canadian corporation, in the negotiation and documentation of a partnership between Northern Dynasty Minerals and a subsidiary of Anglo American PLC. (2007)

Securities transaction for Tamaris Properties, LLC, a real estate investment fund

Sale of the LLC interests of a real estate investment fund. (2007)

Tax counsel for Energy Metals Corp.

Acted as U.S. tax counsel to Energy Metals Corp. in connection with its acquisition by Uranium One Inc. (2007)

New markets tax credit financing for Kitsap County

$5 million new markets tax credit financing. (2006)

U.S. tax counsel for Continental Minerals

Acted as U.S. tax counsel to Continental Minerals Corp. in its acquisition of Great China Mining. (2006)

Professional & Community Activities

  • Chair, Partnership and LLC Law Committee, Business Law Section; Member, Transactional Tax Committee; Past Chair, Business Law Section – Washington State Bar Association
  • Section of Taxation, American Bar Association

Professional Recognition

  • Named one of the "Best Lawyers in America" in Tax Law by Best Lawyers, 2008-present
  • Selected to "Washington Super Lawyers" in Tax Law, Thomson Reuters, 2007-2014