Frank C. Woodruff,

Principal

SUBSPECIALTY GROUPS

Tax

Slide

BIO

Frank has practiced for over 35 years in the areas of corporate finance, mergers and acquisitions and taxation. As a member of the firm’s Corporate Transactions and Finance practice group, he has advised senior management on a broad range of securities, tax and general business matters.

Frank is also chair of the firm’s Executive Compensation and Employee Benefits practice group and has extensive expertise in taxation of corporations and partnerships and equity compensation plans.

Frank is known for his practical business advice, breadth of legal knowledge, attention to detail and love of travel off the beaten path.

Representative Matters – Transactions

Initial public offerings
Real Networks
Redhook Ale Brewery
Zones
Applied Microsystems

Follow-on public offerings (equity and debt)
Airborne, Inc.
Red Lion Hotels Corporation
Washington Natural Gas Company

’34 Act reporting and compliance
Red Lion Hotels Corporation
Airborne, Inc.
Active Voice Corporation
Washington Natural Gas Company

Representative Matters – Mergers, Acquisitions and Divestitures
Sale of AT&T Wireless Messaging Division to Metrocall ($205 million)
Merger of Redhook Ale Brewery with Widmer Brother Brewing Company
Sale of Cummins Northwest

Executive Compensation and Employee Benefits

Advising numerous senior executives of public and private companies in negotiating employment agreements and related equity compensation

Formation of numerous hedge funds and venture capital funds

Representing public and private companies in designing and administering equity incentive plans

Fair Disclosure – SEC Regulation FD, November 2010

 

Equity Compensation in Limited Liability Companies, October 2010

 

A Guided Tour Through the Jungles of IRC Section 409A, June 2010

Frank has been named a “Top Lawyer” by Seattle Met magazine, and has achieved the peer reviewed rating of AV Preeminent® by LexisNexis® Martindale-Hubbell®.

Frank has served on the board of trustees of Seattle Country Day School since 2009. He served as a director of KUOW/Puget Sound Public Radio from 2002 to 2011, including two years as its board chair.

Frank received his A.B. in Mathematics from the University of California at Los Angeles, magna cum laude, Phi Beta Kappa, in 1971 and his J.D. from the University of California at Los Angeles in 1975. He also holds an M.P.H. from Harvard University, which he received in 1981.

Frank C. Woodruff's NEWS, EVENTS, AND PUBLICATIONS

Equity Compensation in Limited Liability Companies

Use of capital and profits interests as incentive mechanisms Viability of option plans for LLC equity Tax consequences of various types of equity compensation arrangement For more information, … read more

A Guided Tour Through the Jungles of Health Care Reform and IRC Section 409A

Presentation date June 29, 2010 Health Care Reform: Employer-sponsored group health plan changes and effective dates Special small business provisions; and Support for wellness programs. IRC Section 409A: … read more