Andrew J. Schultheis

Andrew Schultheis has 30 years of experience advising public and private companies on a broad array of matters, including corporate, securities, mergers and acquisitions, and regulatory matters. He also counsels companies on financing transactions, including public and private equity and debt offerings, and has structured and negotiated numerous key mergers, acquisitions, and divestitures throughout his career—including at Sterling Financial Corporation, a $10 billion bank holding company, where he served as executive vice president, general counsel, and corporate secretary and was a member of the executive team that led Sterling's remarkable turnaround. Andrew was also responsible for enterprise-wide management of legal risk and legal expense, and was centrally involved in the structure, negotiation, and oversight of M&A and divestiture transactions, in addition to securities law compliance, corporate governance and fiduciary issues. Earlier in his career he practiced at Fenwick & West LLP, a Silicon Valley-based law firm.

Andrew has represented public companies in a broad array of matters, including corporate governance, securities law compliance, general corporate matters, and analyzing and establishing adequate takeover defenses, including poison pills.

Andrew also represents private, startup companies in a variety of matters, including incorporation and initial capitalization, angel and venture capital financings, shareholder and board fiduciary duties, equity plan adoption and administration, loan facilities, and other business transactions.

Andrew has extensive experience in representing public and private buyers and sellers in merger and acquisition transactions. He has also taught the mergers and acquisitions course at the University of Washington School of Law as an affiliate professor since 2019. See the Experience tab for representative merger and acquisition transaction experience.

Andrew also has significant transactional experience representing companies, as well as investment banks, venture capital and private equity firms and other investors in a variety of corporate finance transactions, including public offerings of debt and equity, shelf registrations and "takedown" financings, private investments in public companies ("PIPES" transactions), and venture capital and other financings of private companies. Andrew has worked on many public company securities offerings, such as Banner Bancorporation, California Micro Devices Corporation, Exodus Communications Inc., Flextronics International Ltd., Handspring Inc., Homestore Inc., HPL Technologies, IGN Entertainment Inc., Lexar Media Inc., Neoforma.com Inc., Northwest Bancorporation, Shopping.com Ltd., Sterling Financial Corporation (including its $730 million recapitalization transaction by private equity investors), Transmeta Corporation, and Ventro Corporation.