Rodger draws on his core values – integrity, ingenuity, and practicality – to provide strategic counsel to his clients. Rodger’s philosophy is simple: good legal work is a tool to increase the value of an enterprise and provide owners with long-term stability. He understands first-hand the realities of starting, running, and growing a business. Drawing on the insights, experience, and knowledge developed over more than 30 years as a practicing lawyer and business owner, Rodger works with leadership teams to develop strategies aimed at making the most of opportunities and navigating the inevitable twists and turns of fast-growing organizations.

Rodger’s clients are primarily privately held companies, family-owned businesses, and not-for- profit organizations in all phases of their life cycles. While the range is diverse – technology, advertising, marketing and communications, professional services, manufacturing, hospitality, real estate, entertainment, and retail – the core issues to achieving and sustaining success are consistent.

Practice Areas

  • General Business Counsel
    • Entity Selection, Formation and Governance
    • Master Service Agreements & Statements of Work
    • Manufacturing and Supply Agreements
    • Agreements with critical partners, including employees, contractors, suppliers, and vendors
    • Non-Competition, Non-Solicitation & Non-Disclosure Agreement
    • Crisis Management
  • Mergers, Acquisitions & Business Transitions
  • Real Estate (commercial)
    • Leases
    • Purchase & Sale

Representative Matters

General Counsel

  • Ongoing counsel to various B2B and B2C marketing/advertising agencies including in hiring senior executives, strategic acquisitions, legal issues for national advertising campaigns, contracts with clients and vendors, and intellectual property licensing.
  • Ongoing counsel to local commercial bakery and food distributor. Projects include premises lease and sublease for portion of premises, contract production agreements, distribution agreements and dispute resolution.
  • Ongoing counsel to technology reseller, including negotiation of agreements with upstream (manufacturer/distributer) and downstream (end-user) parties.
  • Development and implementation of licensing and related terms for SaaS products and services offered by multiple companies, including AI marketing tools and remote medical monitoring.
  • Counsel to 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.
  • Advise privately-held nine-unit retail spa. Advise CEO and board chair on shareholder relations, governance, product licensing and on potential acquisition and disposition strategies.
  • Advise commercial real estate investment company focused on syndicating value-add retail and office projects, including counsel regarding governance of each acquisition entity, private placement financing, and review of title, acquisition documents, tenant leases and other real estate issues needed for each acquisition.

Mergers, Acquisition & Business Transition

  • Represented owners of local auto body shop in $10+ million sale of multiple locations to national organization.
  • Represented local limousine company in $900,000 SBA backed acquisition of competitor.
  • Represented shareholders of a technology staffing company in $15 million stock sale to acquirer, including negotiation of stock sale transaction and internal stakeholder agreement.
  • Represented a Tier II supplier of precision machined metallic parts and assemblies for the global aerospace industry, and its principals in its $13 million sale to a private equity firm focused on investments in global aerospace.
  • 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.
  • Represented buyer in the acquisition of the assets of a national floral green 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.

Real Estate

  • Worked with FareStart on lease of Pacific Tower location from the Washington Department of Commerce, and on lease and related agreements for space provided by Amazon.
  • 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 a development site for a 215-unit complex as a replacement property under a 1031 exchange.
  • Represented landowner on long-term ground lease issues on portion of property developed for Edmonds PCC Market, and in sale of property and assignment of ground lease to Retail Opportunity Investments Corporation (NASDAQ:ROIC).
  • Negotiated lease renewal for restaurant in Pike Place Market, allowing for expanded operations while reducing total annual lease expense by over 20%, recovering past overpayments of rent, and provided counsel to ownership group in leasing locations for two additional restaurants.

Other

  • Representation of company principals in negotiating ownership buy-outs and buy-ins (both amicable and disputed) and on ongoing corporate governance issues.
  • Advise leadership teams and boards of directors on the non-bankruptcy liquidation, windup and dissolution of business.

Articles and Presentations

  • Panelist, SBA Emerging Leaders Program (2013 – 2020)
  • Guest Instructor, Seattle Central College – The Entrepreneurship Toolkit Course (2014 – 2016)
  • Program Chair, Around the World of Business Law (Business Section Mid-Year CLE), WSBA (2013)
  • Program Chair, Advising Small Businesses, KCBA (2011, 2012)
  • Adjunct Professor (2008 – 2009)/Guest Instructor (2010 – 2012), Seattle University Law School/Albers School of Business, Community Development and Entrepreneurship Clinic
  • Author and Presenter, “Employee vs. Independent Contractor” IRS Form 1099 Reporting: What You Need to Know, Lorman Education Services (2008 – 2012)
  • Guest Instructor, Highline Community College – StartZone/Small Business Development Center Programs (2008 – 2013)
  • Co-author, “Gathering Computer-Based Evidence,” New York Law Journal, January 26, 1998, Tech Trends Supplement

Honors and Recognitions

Selected as a Super Lawyer® in the area of Closely Held Business by Super Lawyers and Washington Law & Politics magazine (2022)
AV® Preeminent™ Peer Review Rating, the highest rating awarded by Martindale-Hubbell® (2013–Present)
Rated 10.0 by Avvo, the leading lawyer-rating website

Civic Involvement

  • Washington State Bar Association
    • Business Law Section (Chair 2014 – 2015)
    • Corporate Counsel Section
  • King County Bar Association
    • Business Law Section
  • Northwest Family Business Advisors, 2013 – present
  • Leadership Tomorrow, Class of 2007
  • Pike Place Market Foundation
  • FareStart
    • Outside general counsel
    • Board of Directors, 2011 – 2020
    • Strategic Planning Committee (2019-21, Chair)
    • Executive Committee (2016)
    • Finance Committee (2012-2016)
  • Help Ukrainian People
  • The Lenny Wilkens Foundation
    • Board of Directors, 2013 – 2017
  • Wellspring Family Services
    • 2013 Founder’s Award
    • Distinguished Service Award, 2008
    • Capital Campaign Steering Committee Chair, 2006 – 2009
    • Board of Directors, 2000-2006 (Board Chair 2004 – 2005)

Admissions

  • Washington State Bar
  • Texas State Bar (inactive)

Education

J.D., Vanderbilt University Law School
B.A., The University of Texas at Austin

Personal

When not working Rodger can be found on a playfield helping with his kids’ soccer and baseball teams; exploring the mountains, lakes and rivers of the Pacific Northwest; smoking large cuts of meat; or stirring up cocktails.