Based in Seattle, Ryan Swanson’s Business Practice attorneys provide thorough representation for business of all sizes, from the smallest, closely held companies, to large business entities with domestic and overseas operations.

• Business Formation. We advise as to the appropriate form of business entity and prepare documentation, growth strategies and advisories.
• Business Compliance. We provide those extra services to our business clients to maintain state qualifications and up-to-date minute books. Our Ryan Swanson Compliance System™ keeps hundreds and hundreds of entities in compliance with appropriate filings and updates.
• Business Tax. We advise as to tax ramifications of different business entities, transactions, and jurisdictions.
• Commercial Transactions. We handle all aspects of commercial sales, purchases, collateralizations, contracts and warranties..
• Corporate Governance. We provide guidance on all areas of executive and board matters. Our services to business clients include legal advice with respect to:
  • Preparing articles of incorporation, bylaws, limited liability company operating agreements, and buy-sell/shareholder agreements.
  • Preparing shareholders, members, and directors minutes.
  • Dealing with dissident shareholders and executive terminations.
  • Advising on the obligations of directors, senior executives and controlling shareholders with respect to their fiduciary duties, duty of care and the business judgment rule.
  • Advising on the duty of fair dealing as it relates to transactions with the business entity and compensation, the use of material non-public information, and the taking of corporate opportunities and competition with the corporation or other business entity.
  • Advising on matters involving the management of the business, including the powers of senior executives and the board of directors, and directors’, shareholders’ and members’ rights.
  • Advising on the transfer of control of a business entity.
  • Advising on succession plans and exit strategies, and handling company dissolutions (both in contested and uncontested situations).
  • Advising on stock option agreements and plans.

Our lawyers have “first chaired” transactions ranging from the smallest divestitures and spin-offs for small businesses to complex, multi-party deals over $1 billion in size. We have structured and documented both private and public transactions, and understand how intellectual property, tax, employment and other considerations play out in business combinations. We bring depth of experience, expert legal knowledge and a strong client service ethic to our M&A practice. We also work cooperatively with other professionals, such as accountants, investment bankers, commercial bankers and M&A shops, and are known regionally, nationally and internationally.

To finance growth, intellectual property development, operations or acquisition, companies obtain capital from angels, venture capital firms, private equity shops, institutional investors and partners, and the public capital markets.Our corporate finance lawyers have assisted on hundreds of such financings, private and public, domestic and cross-border. Structures include convertible notes, common and preferred equity, straight debt instruments, highly structured licensing/investment transactions, simple and complex LLC interests, and other financing vehicles.We understand structure and can help with introductions to appropriate sources of capital, particularly venture, private equity and institutional.

The emerging growth practice is really a hybrid. Our practitioners are skilled in helping young companies plan for their growth. Legal services include many of the areas set forth on this page, and others as well. As companies grow, they require expertise in corporate finance and securities, employment, tax, intellectual property and other areas of the law. Through extensive experience, our lawyers know the expectations of funding sources, executives, founders, strategic partners and other key parties, and structure relationships so our clients’ goals can be addressed most effectively. One of our partners was co-chair of the firm-wide Emerging Growth Practice Group of a 650-lawyer multinational law firm.

Ryan Swanson's Licensing & Technology Group represents technology companies and other businesses that possess valuable intellectual property. We assist clients ranging from start-ups to established industry leaders with protecting, licensing, and exploiting their technology and proprietary assets. We serve clients in a broad range of industries, including software and game developers and publishers, internet and e-commerce businesses, inventors, manufacturers, distributors, broadcasting media and recording, avionics, publishing, pharmaceuticals, telecommunications and life sciences. Our attorneys have extensive experience with representing clients in private placement offerings; venture capital, angel investor, and conventional financings; joint ventures and other strategic relationships; and mergers, acquisitions, and asset and stock sales.

Our Employee Benefits Group advises employers, large and small, in all aspects of employee compensation, from the highest paid executive to the lowest paid employee. We assist with stock options, incentive and deferred compensation, LLC profit interests, employment grants and non-compete and non-disclosure agreements. We design plans to meet the particular needs and desires of our clients, while taking maximum advantage of the applicable benefit and tax laws.