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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

Acquisition for PSC Consulting

Tax counsel representation for global provider of solutions and support to the electricity industry in the acquisition of an engineering firm. (2017)

Classic Accessories, Inc. sale to CID Capital, LLC

Represented family owned business in sale to private equity fund. (2016)

Cooke Aquaculture acquisition of Icicle Seafoods

Represented Cooke Aquaculture—a family-owned business in New Brunswick, Canada—in its acquisition of Icicle Seafoods, a 50-plus-year-old seafood company with operations in Alaska and Washington. (2016)

NxEdge Inc.

Represented NxEdge Inc. – specializing in machining, anodizing, coating, and cleaning of process components for semiconductor industry – in auction and sale of their business. (2016)

Acquisition of business for Sumitomo Forestry America

Represented Sumitomo Forestry America in the acquisition of a majority stake and formation of joint venture with Dan Ryan Homes, a leading Mid-Atlantic Homebuilder with operations in six states. (2015)

Tahoe Resources Inc.

Acted as U.S. tax counsel to Tahoe Resources Inc. (NYSE: TAHO, TSX: THO.CA) in connection with the combination of Tahoe Resources and Rio Alto Mining Ltd. (2015)

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)

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 as one of "America's Leading Lawyers for Business" in Corporate/Commercial: Tax (Washington) by Chambers USA, 2017-2018
  • 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, 2018 
An interviewee describes him as "a very out-of-the-box thinker but not aggressive, and also collaborative." -Chambers USA 2017