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Deanna Schow

Marketing Coordinator

315 Fifth Avenue S, Suite 1000
Seattle WA 98104
206.676.7000
slg@summitlaw.com

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Chris Brown

Business

(206) 676-7090

chrisb@summitlaw.com

Profile Introduction

Chris’s practice focuses on startups, closely held companies, and various kinds of investment and LLC partnerships. He frequently advises investors and companies in business transactions, with a special focus on setting up tax-efficient transaction structures and addressing tax and financial issues in mergers and acquisitions, from the due diligence phase all the way to post-closing disputes. Chris often serves as special tax counsel on transactions where the advisors for buyer or seller (or for the executives) need additional tax guidance. He also provides general counsel services for many emerging and closely held companies. He has significant experience in advising clients on the use of limited liability companies, including the negotiation of complex voting and distribution arrangements. He advises individuals and companies on all aspects of Washington state excise tax, and represents taxpayers in disputes with the Department of Revenue.

Representative Cases/Matters

  • Lead counsel in negotiation and closing of asset acquisition involving an environmental engineering company.
  • Special tax counsel to investment fund in purchase of majority stake in multiple real estate partnerships.
  • Special tax counsel to founders in a software company asset sale by a pass-through entity to a public company, with significant earn-out terms.
  • Tax counsel to exit sale by an entrepreneur to a public company buyer.
  • Represented purchasing corporation in addressing an unexpected post-closing sales tax liability; handled appeal and negotiated settlement with Washington Department of Revenue.
  • Represented public utility owner in settling a dispute with Washington Department of Revenue over excise taxes associated with a $100 million wind farm transaction.
  • Tax advisor to purchaser of a multi-state service business; primary negotiator of post-closing claims involving state and federal tax issues and favorable purchase price adjustment.
  • Advisor to U.S.-based distributor of medical products in the establishment of a U.S.-based joint venture with supplier based in China.
  • Tax advisor to financial service provider regarding roll-up acquisition by private equity fund; negotiation of new operating arrangement with P.E. fund and management group.
  • Represented doctors, dentists, veterinarians, and other professional service providers in the negotiation and drafting of operating agreements and the purchase and sale of practices.
  • Served as tax counsel to many executives in addressing tax and legal issues related to significant compensation events, such as termination, change of control, acceleration of stock options, and Section 409A and golden parachute matters.
  • Numerous engagements involving the review, negotiation and drafting of LLC agreements, including review of hedge fund and other investment fund offering documents, conversion of LLCs into corporations, creation of new voting or management terms, drafting of complex distribution terms, and the revision of existing LLC agreements.

Publications & Speaking Engagements

  • Adjunct professor at the University of Washington School of Law Graduate Tax Program (Advanced Partnership Taxation, 2011 and 2012)

Memberships

  • Washington State Bar Association, Partnership and LLC Law Committee (active member since 2006)
  • WSBA Tax Section (member)
  • American Bar Association, Tax Section (member)
  • Seattle Alternative Investment Association (board member 2011, President 2012)

Education

  • University of Washington School of Law (J.D., 1995)
  • Cornell University (B.A., 1988)

Prior Experience

  • Partner and Associate, Garvey Schubert Barer, 1999–2007
  • Manager and Senior Associate, International Tax Services, PricewaterhouseCoopers, 1996–1999
  • Associate, Federal Tax Practice, Ernst & Young, 1995–1996

Bar Admissions

  • Washington State
  • California (inactive)