Creative Advocacy | Practical Advice®

Rodger I. KohnMember

Professional Experience

Rodger works with entrepreneurs and their businesses. Having owned a business, Rodger understands firsthand the concerns of business owners and excels at managing the many moving parts of a growing business. Rodger works with businesses from start-up, through operations, financing and growth, to exit strategies, teaming with his clients to capitalize on their opportunities and to craft practical solutions to challenges.

Rodger has over 20 years experience in representing privately held and family-owned businesses, including those involved in professional services, real estate, retail and hospitality. His work includes purchase and sale of businesses and business assets; negotiating changes in ownership and resolving owner disputes; financing and raising capital; negotiating, analyzing and drafting contracts, leases and licenses; protecting confidential and proprietary information, processes and designs; creating and enforcing non-competition agreements; forming corporations, LLCs and not-for-profits; hiring and terminating employees; and dispute resolution.

Representative Matters

General Business

Counsel to Seattle based information technology (IT) firm with $10+ million in annual revenue. Representation includes advising on multiple acquisitions (through purchase and merger) that have grown the firm from a solo consultancy to its current size, as well as upon various issues arising in ongoing operations.

Interim general counsel for a privately held real estate investment company that provides strategic management and acquisition, finance, capitalization, accounting, legal, corporate governance and risk management, as well as development, construction and property management services through its affiliated companies.

Counsel to a network of dental and orthodontic offices with multiple locations throughout Washington and collective annual production exceeding $30 million. Representation includes all aspects of business operations including employment matters, office leases, vendor relations and practice ownership structure and governance.

Counsel to marketing and advertising firm headquartered in Seattle. Work includes advising on legal issues arising in national advertising campaigns, contracts with clients and vendors, IP licensing, corporate governance and on growth strategies, including acquisitions and strategic partnerships.

Business Purchase & Sale

Represented regional construction company in acquisition of key assets (including equipment, rolling stock and inventory) from national construction company’s ongoing bankruptcy, including work on transaction structure, financing documentation and ground lease assignment and assumption.

Represented key employees in $1 million stock purchase transferring the ownership of a privately held medical device company from its existing owners to the key employees.

Represented software and financial consulting company and its principals in the sale of its assets and in negotiating on-going consulting agreements between the principals and the purchasing company.

Multiple transactions representing parties in the acquisition and sales of existing multi-location franchise and retail businesses.

Real Estate

Advised purchaser in the acquisition of, and private equity financing for, shopping center projects.

Negotiated lease renewal for restaurant in Pike Place Market, allowing for expanded operations while reducing annual lease expense by over 20% and recovering past overpayments of rent.

Advising local CrossFit affiliates regarding terms of leases for gym space and issues related to operation of gyms.

Shareholder & Owner Relations

Multiple representations for business owners in contested buyouts of departing business partners.

Representation of second generation shareholders in transition of ownership of family sales business from first generation shareholders.

Audits

Represented a local company in an Employment Security Department audit, saving the company over 70% of the assessment, penalties and interest levied.

Represented trucking company in a Washington Department of Revenue audit, reducing the audit amount by over $100,000, eliminating significant penalties and interest and eliminating potential personal liability for the principal owners of the company.

Represented local company in I-9 audit conducted by the Immigration & Customs Enforcement Division of the U.S. Department of Homeland Security.

Other Matters

Advise craft breweries on distribution agreements and related licensing matters.

Representation of liquor distributor and supplier in setting up new delivery contracts within the State of Washington (post I-1183).

Negotiated and documented licensing and professional services agreements for software development company to design, implement and support fleet-wide tracking systems for a multi-national cruise line.

Publications and Presentations

Program Chair: Around the World of Business Law, WSBA (May 2013)

Program Chair: Advising Small Businesses, King County Bar Association (2011, 2012)

Author and Presenter: "Employee vs. Independent Contractor" IRS Form 1099 Reporting: What You Need to Know, Lorman Education Services (2008 - 2012)

Instructor: Highline Community College - StartZone and Small Business Development Center programs; courses include "Entity Selection," "Contract Basics" and "Hiring Workers."

Professional and Community Involvement

Guest Lecturer, Seattle University Law School/Albers School of Business, Community Development and Entrepreneur Clinic.

Washington State Bar Association

Chair Elect, Business Law Section (2013 - 2014)

AV-Peer Review™ Rated in Martindale-Hubbell®

King County Bar Association

FareStart

Board of Directors (2012 - present)

The Lenny Wilkens Foundation

Board of Directors (2013 - present)

Wellspring Family Services

Chair, Capital Campaign Steering Committee (2007-2009)

Distinguished Service Award - 2008

Board of Directors, 2000-2006 (Board Chair 2004-2005)

Leadership Tomorrow, Class of 2007

Education

J.D., Vanderbilt University School of Law

B.A., University of Texas at Austin

Admissions

Washington

Texas (inactive status)