Rodger works with entrepreneurs. Having started and run his own business, Rodger understands firsthand the concerns of business owner and the many moving parts of a growing business. Rodger’s philosophy is that good legal work is a tool that businesses use to increase the value of their business and which provide owners a return on their investment.
Rodger has over 25 years’ experience representing privately held and family-owned businesses. While his experience ranges across many industries - including manufacturing, entertainment, professional services, marketing/communications/advertising, real estate, retail and hospitality – the common element is that Rodger is a trusted advisor to owners providing them tools, perspective and experience that increase the value of their business.
Rodger works with businesses from start-up, through operations, financing and growth, to exit strategies, teaming with clients to capitalize on their opportunities and craft practical solutions to challenges. 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; forming corporations, LLCs and not-for-profits; hiring and terminating employees; and dispute resolution.
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Real Estate Practice
Represented seller in the $13 million sale of a 125-unit Section 8 senior housing property in Tacoma to San Francisco-based senior housing developer.
Represented Seller in the $13 million sale of a 182-unit apartment complex to a private equity buyer and the acquisition of an 80 unit complex coupled with development site for a 215-unit complex as a replacement property under a 1031 exchange.
Negotiated lease renewal for restaurant in Pike Place Market, allowing for expanded operations while reducing overall annual lease expense by over 20%, recovering past overpayments of rent, and provided counsel to ownership group in leasing locations for sister restaurants.
Counsel to USC Events, the leading electronic dance music event producer in the Pacific Northwest. Advise on all aspects of business, including venue relations, government relations, crisis management, co-production agreements and intellectual property issues.
Counsel to Seattle-based information technology (IT) firm from initial formation as a solo consultancy in 2006, through its growth – both organically and by acquisitions – to a successful exit in 2017. Read more.
Counsel to growing commercial real estate investment company focused on syndication of value-add retail and office real estate projects. Work includes counsel regarding governance of each acquisition entity, private placement financing and related blue sky work, and review of title and other real estate issues for each acquisition.
Interim general counsel for a privately held real estate investment company that provides strategic management and acquisition, finance, development, construction and property management services directly and through affiliated companies.
Counsel to marketing and advertising firm headquartered in Seattle. Advised on legal issues in national advertising campaigns, contracts with clients and vendors, IP licensing, corporate governance, acquisitions and strategic partnerships, sale of assets and winding up of the company.
Business Purchase & Sale
Represented J&M Machine, a Tier II supplier of precision machined metallic parts and assemblies for the global aerospace industry, and its principals in its acquisition by Liberty Hall Capital Partners, a private equity firm focused on investments in global aerospace. Read more.
Represented founders of The Olympic Hot Tub Company, local hot tub retailer with multiple locations in the Puget Sound, in sale of the business to long-time director of sales. Read more.
Represented buyer in the acquisition of the assets of Continental Floral Greens, a national wholesaler and retailer of cut floral greens. The transaction involved separate acquisitions of the business assets, the rolling stock and real estate located in Washington, California and Florida.
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.
Business Relations/Ownership Transitions
Represented second-generation shareholders in transition of the equity ownership of McDonald Perfect Fit Inc. from the first-generation shareholders.
Represented multiple business owners in contested buyouts of departing business partners.
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).
Publications & Presentations
Panelist, SBA Emerging Leaders Program since program inception (2013 – present).
Guest Instructor, Seattle Central College - The Entrepreneurship Toolkit Course (2014 - 2016)
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” (2008 - 2012)
Adjunct Professor (2008 - 2009)/Guest Instructor (2010 - 2012), Seattle University Law School/Albers School of Business, Community Development and Entrepreneurship Clinic
- J.D., Vanderbilt University School of Law
- B.A., University of Texas at Austin
- Texas (inactive status)
Professional and Community Involvement
- Board of Directors, 2012 – present
- The Lenny Wilkens Foundation
- Board of Directors, 2013 – present
- Washington State Bar Association
- Business Law Section (Chair 2014 - 2015)
- Real Property, Probate and Trust Section
- Corporate Counsel Section
- King County Bar Association
- Business Law Section
- AV-Peer ReviewTM Rated in Martindale-Hubbell®
- Wellspring Family Services
- Founder’s Award, 2013
- Board of Directors, 2000-2006
- Leadership Tomorrow, Class of 2007
News & Events
Three TBS lawyers named 2019 The Best Lawyers in America©Read more
Chase Alvord receives Fellowship in Construction Lawyers Society of AmericaRead more
Rebecca Solomon and Lauren Hillemann Join the Tousley Brain Stephens TeamRead more
TBS Represents Firstline Communications in Successful Acquisition of Access Telcom, IncRead more
Tousley Brain Stephens is one of the best law firms in Seattle. Fast, nimble and relationship focused.Aaron Blank - The Fearey Group Contact Us
Janissa - I would never talk to any lawyer about anything until I talk to you first. You are just simply AMAZING and not only did you go completely above and beyond to ensure my daughter's trust was safe and secure, but every time I thought I couldn't go on, you constantly assured me that everything would be all right.Sophia Cosola Contact Us
Rodger and team worked diligently to ensure that our acquisition of Media+ went through as smoothly as possible. Rodger is a wealth of knowledge and provided the consultation and counsel that we needed in order to move our deal forward and have a successful transition.Lauren Portman, Managing Partner - Media+ Contact Us
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Rodger Kohn outlines the differences between non-disclosure, non-competition and non-solicitation agreements that every employee and employer should know.