Ed Trompke has represented businesses and business owners in all aspects of business, from the startup of new companies to hiring and retaining qualified employees, acquiring other companies, and selling the business and distributing the net proceeds to shareholders in liquidation.

Organizing Businesses

Ed has creatively solved the problems of business organizations to suit a variety of business needs. Ed's experience includes two years with the State of Oregon Securities Division, reviewing business plans to approve sale of securities to the public by small and large businesses. Ed has advised clients and prepared documents to start and grow businesses, dealing with such matters as:

• Equity financing from private and institutional sources
• Debt financing
• Leveraged acquisitions
• Choosing business entities to suit the unique needs of each business including:
• Limited liability companies
• Limited liability partnerships
• C corporations
• S corporations
• Cooperative corporations
• Professional corporations

Each type of business entity has different liability and tax benefits and burdens. Ed helps business owners choose the best entity to suit their needs, now and for the future.

Acquiring and Retaining Employees

Ed advises his business clients regarding:

• Incentive stock options
• Nonqualified stock options and grants
• Stock appreciation rights (phantom stock)
• Agreements for employees
• Independent contractor agreements

Acquisitions of Businesses

Ed has represented many individuals and entities in the acquisition of other businesses or business assets. He has assisted clients regarding:

• Negotiating terms
• Due diligence
• Financing the acquisition
• Financing continuing operations
• Planning for contingent liabilities
• Retaining key employees

Many transactions can be structured to take advantage of tax benefits. Such transactions involve a cooperative effort between the accountants or other tax advisers and counsel. Ed has worked with companies' tax advisers to structure a variety of tax-advantaged transactions.

Sale of Businesses and Succession Planning

Every business owner needs an exit strategy that will provide for leaving the business, whether through sale or transfer to other owners or employees. Ed has negotiated the terms of sale of a variety of businesses and has preplanned such transactions through the use of buy/sell agreements and other contractual succession mechanisms. In addition, Ed coordinates with estate planning counsel to minimize tax liability upon death of the business owner.

Family Businesses

Ed grew up in a family-owned business and understands the unique concerns of family members who work together. Ed has advised many family-owned businesses to minimize conflicts, maximize productivity, and carry out the intentions of the business owners.

Government Regulation

Ed's experience with municipal regulatory matters began early in his law career when he was a member of the State of Oregon's Department of Commerce. While with the state, Ed spent much of his time streamlining regulations in the areas of financial fraud, mortgage lender regulation, and investor disclosure. He understands how to work with and through the myriad of rules and regulations that the various levels of government have adopted.

Real Estate and Development Law

• Formation of entities most appropriate for client needs and plans
• Negotiating and arranging financing for purchase of properties and construction of improvements
• Structuring 1031 exchange transactions to comply with tax requirements on simple, multiple and development property exchanges
• Removing clouds on title
• Creation of easements, including open space easements, access easements, and well and water easements
• Covenants, conditions, and restrictions for residential and commercial projects
• Condominium approvals
• Row house approvals
• Zoning variances
• Conditional use approvals
• Cotenancy agreements
• Financing property development
• Commercial and industrial leases
• Office and commercial development approvals

Education and Professional Qualifications

B.S. Portland State University, 1979

J.D. Northwestern School of Law, Lewis & Clark College, 1984

Lecturer, Continuing Legal Education and Public Seminars

Memberships and Honors

President, Westside Economic Alliance, 2007

Chairman, Executive Committee, Westside Economic Alliance, 2007

Member, Oregon State Bar, Sections on Business, International Law, Real Estate and Land Use; former Executive Committee Member, Securities Section

Member, Westside Economic Alliance

Member, Home Builders Association of Metropolitan Portland (Vice Chair, Government Affairs and Legal Action Committee

Member, Lake Oswego Chamber of Commerce

Member, Metro Technical Advisory Committee

Former Chair, Metro Natural Hazards Committee, 1998-2000

Articles

Architects, Landscape Architects, Real Estate Appraisers, and Accountants Face Increased Liability

Business Succession Problems

The Changing Landscape of SDCs

Congress Considers Estate Tax Repeal What it Means to Oregon's Family Owned Businesses

Keeping You Posted on Measure 7

Local Government Protection of Riparian Corridors: Goal 5 and Endangered Species

Measure 37 — Now What?

Measure 37 Presents Opportunities, But Requires Diligence

With Measure 37 Tossed, We All Must Wait

With Measure 37, Transferability Up in the Air

Public Company Accounting Oversight Board

Salmon Rules to Be Rewritten — But Impact Unknown

Streamside CPR — What It Is, and What It Isn't

Throw Away Those Old Business Forms

Who Controls the Business? Choosing the Right Entity

World Wide Web Ads: A Summons Into Court Far Away