• Listed as one of the leading corporate and M&A lawyers in the United States in Chambers & Partners’ issues of America’s Leading Business Lawyers (2003-2012)
• Listed in The Best Lawyers in America in the specialties of Corporate Law and Mergers & Acquisitions (2010-2012)
• Listed as a “Top Attorney” in Nevada, Utah, Montana, Idaho and Wyoming (Mergers & Acquisitions category) by American Registry, LLC (2011-2012)
• Listed in Lawdragon magazine as one of the 3,000 top lawyers in the United States (2010-2012)
• Listed in Mountain States Super Lawyers magazine’s ranking of the top lawyers (top 5 percent) in the states of Utah, Nevada, Wyoming, Idaho and Montana (Corporate Law and Transactions) (inception-2012)
• Listed as one of “Utah’s Legal Elite” (Corporate Law and Transactions) by Utah Business magazine (inception-2012)
• Named one of America’s Most Honored Professionals, Top 10% of lawyers in America (American Registry, LLC) (2009-2012)
• Listed as one of the Top 75 Lawyers in the Mountain State Region by Super Lawyers (2009)
• Vice-Chairman of the Board of Directors, MountainWest Capital Network (2009-2012)
• Member, Board of Trustees and Development Committee, Hale Centre Theatre (2009-present)
• Chairman of the Board of Directors, MountainWest Capital Network (2007-2008)
• President, MountainWest Capital Network (2005-2006)
• President, Utah State Bar Association, Securities Section (2003-2004)
• Chairman, MountainWest Capital Network, Utah 100 Program (2002 and 2003)
• Vice President, MountainWest Capital Network (1999-2003)
• Chairman, MountainWest Capital Network, Entrepreneur of the Year Program (2001 and 2002)

• "Assembling the 'Right' M&A Team," MountainWest Capital Network, 2010 Deal Flow Conference, May 2010
• Several articles for The Enterprise newspaper on M&A topics (2008)
• “Credit Facilities – 15 Issues Borrowers and Their Counsel Should Consider,” Utah State Bar Association Annual Meeting, July 2008
• "M&A Transactions Under Utah's New Fairness Hearing Statute," Utah Bar Journal, June-July 2003
• "Sex Discrimination Charges Made Easy," Utah Business, Jan.-Feb. 1994
• "Venture Capital Financing," Utah Business, Dec. 1992-Jan. 1993
• "New Utah Corporation Act," Utah Business, July 1992
• "Job Interviews - Questions Employers Can and Can't Ask," Utah Business, Nov. 1991
• "Injury and Standing Under Section 16 of the Clayton Act - What Does Brunswick Require?" Arizona State Law Journal 769 (1986)

• Selling Your Company in Today’s Market,” March 2012, Las Vegas
• “Selling Your Company in Today’s Market,” Sept. 2011, Salt Lake City
• "Getting in the Game - An M&A Case Study," Nov. 2010
• "Direct Selling and Network Marketing Now Seminar," Oct. 2010
• "Headwinds" and "Tailwinds" in M&A Transactions, UBS Financial Services' 2010 Family Wealth Symposium, Colorado Springs, Colo., Sept. 2010
• "Preparing a Company for Sale or a Financing Transaction," MountainWest Capital Network, 2010, Deal Flow Conference, May 2010
• “Don’t Leave Money on the Table – Legal Considerations in Preparing Your Company for a Transaction,” Oct. 2009
• “Navigating the Legal Minefield in M&A Transactions,” U.S. Bank M&A Conference, Sept. 2008
• “Credit Facilities and Loan Agreements,” Utah State Bar Association Annual Meeting, July 2008 
• “Use of Insurance Products in M&A Transactions,” May 2008
• Panelist, "Going Private"/"Going Dark" and M&A Transactions,” MountainWest Capital Network, Dec. 2006
• "Ethical Considerations in Securities Offerings and M&A Transactions," Utah State Bar Association - Securities Section Annual Meeting, Aug. 2006
• "Dissecting the Purchase Agreement," Lorman Education Services, July 2006
• “Sarbanes-Oxley Act:  What You Need to Know Today,” Lorman Education Services, Sept. 2005
• “Fundamentals of Acquisition Transactions in Utah,” Lorman Education Services, May 2005
• "Sarbanes-Oxley Act:  What You Need to Know Today," Lorman Education Services, Sept. 2004
• "M&A Transactions Under Utah's 'Fairness Hearing' Statute," Utah State Bar Association - Securities Section, Aug. 2004
• "M&A Transactions Under Utah's New ‘Fairness Hearing’ Statute," Mergers & Acquisitions Conference, Nov. 2003
• "M&A Transactions Under Utah's New 'Fairness Hearing' Statute," General Counsel's Forum, May 2003
• "Regulation FD Seminar," 2000
• "Joint Ventures and Strategic Alliances,” Association for Corporate Growth, April 2003
• "Choice of Business Entities in Utah:  How to Do it Right," National Business Institute, Sept. 1998
• "Road Map to an IPO," Sept. 1998
• "Counseling the Small Business Client in Utah," National Business Institute, June 1998
• "Plain English Forum Review of New Securities and Exchange Commission Rules Seminar," 1998

Selected M&A Transactions

• Represented software company in $150+ million sale through an auction process (transaction pending)
• Represented copper mining company in a $105+ million sale through an auction process (transaction pending)
• Represented management team of a business services company in a $50+ million sale (transaction pending)
• Represented two venture capital funds in the disposition of 10 portfolio company assets
• Represented Internet-based education company in 30% minority sale to private equity fund for $20 million
• Represented investors minority investment in business services company
• Represented web hosting company in $130 million sale to private equity fund
• Represented community bank in sale to private equity fund
• Represented manufacturing and distribution company in $172 million sale to private equity buyer
• Represented solar energy company in sale to a publicly-held Madrid, Spain-based strategic buyer
• Represented distributor in MLM company in sale of distributorship and contract rights
• Represented manufacturing and distribution company in acquisition of specialty ball bearing distributor
• Represented international distribution company in creation of equity incentive plan and issuance of restricted stock units to key employees in connection with M&A transaction
• Represented manufacturing company in $20 million sale to financial buyer in auction transaction
• Represented equipment manufacturing and distribution company in $25 million cash sale to European based, publicly held strategic buyer
• Represented purchaser of car wash equipment manufacturer and distributor
• Represented selling shareholder in sale of travel agency
• Represented buying shareholder in the take out of partner in advertising agency
• Represented Zions First National Bank and Vectra Bank in debt financing of leveraged recap/LBO transaction of multi-state restaurant franchisee and operator
• Represented wholly owned subsidiary of publicly held parent in restructuring and merger transaction
• Represented public software company in sale to a British company through an auction process
• Represented chain of car wash companies in restructuring transaction
• Represented kitchen and bath cabinet company in restructuring transaction
• Represented health care company in sale to Senior Bridge
• Represented syndicate of lenders in a private equity fund-backed LBO of a manufacturer of products for the correctional institution market
• Represented Zions First National Bank and KeyBank in debt financing of LBO transaction in consumer products company
• Represented health care consulting business in sale of its assets
• Represented purchaser in stock acquisition of manufacturer of in-flight entertainment and video systems
• Represented aircraft parts distributor in acquisition of assets of aircraft modification and aviation services company
• Represented manufacturer of infant ventilators in repurchase of issued and outstanding shares of common stock from research foundation affiliate of major university
• Represented medical device manufacturer in repurchase of issued and outstanding shares of common stock from a institutional investor
• Represented business valuation and advisory firm in sale of all of its assets
• Represented acquirer of Coca-Cola distributorship and related real estate assets
• Represented acquirer of window and door distributor
• Represented aircraft parts manufacturer in merger involving a partially-owned subsidiary and buyout of minority shareholders
• Represented Wencor West, Inc. in its acquisition of all of the outstanding shares of Aviation Sales Distribution Services Company
• Represented westVista Advertising Services, LLC in the sale of all of its assets to TransWestern Publishing Company, LLC
• Represented Cornerstone Capital Partners I, L.P. in its purchase of certain shares of Arcanvis, Inc. from a retiring shareholder
• Represented Alpine Dental Laboratory, Inc. in the repurchase of all of the shares of one of its retiring shareholders
• Represented Prince Perelson and Associates, LLC in the repurchase of all of the membership interests of one of its retiring members
• Represented group of utility companies in $300 million sale of wind farm in California
• Represented Talk2 Technology, Inc. in the acquisition of all of the outstanding membership interests of Renaissance Software, L.C.
• Represented Nu Skin Enterprises in connection with the simultaneous mergers of its wholly owned subsidiary NSC Sub, Inc. with and into Nu Skin Canada, Inc., Nu Skin Guatemala, S.A., Nu Skin Mexico, S.A., and Nu Family Benefits Insurance Brokerage, Inc.
• Represented Ten Bagger Inc., in connection with the sale of all of its issued and outstanding shares to Ameritrade Holding Corp.
• Represented Wencor West, Inc. in connection with the reincorporation and merger of its subsidiary, Durham Aircraft Service, Inc.
• Represented Approved Quality Manufacturing, Inc. and Pangaea Services, Inc. in connection with their sale to ATK Acquisition Corp., a wholly owned subsidiary of HEICO Aerospace Holdings
• Represented I-215 Associates, LLC in connection with its acquisition of all of the assets of Mister Car Wash and Lube
• Represented Water and Power Technology, Inc. in connection with its purchase of all of the issued and outstanding shares of Caropure Technology, Inc.
• Represented Kitco, Inc. in connection with the acquisition of certain assets of G.K.S., Inc.
• Represented Kitco, Inc. in connection with the acquisition of the remaining assets of G.K.S., Inc.
• Represented Assist Cornerstone Technologies, Inc. in its sale to Cayenta.com, Inc. in a cash and stock-for-stock transaction
• Represented Mity-Lite, Inc. in its acquisition of Do Group, Inc. in a cash-for-stock transaction
• Represented Mity-Lite, Inc. in its acquisition of Broda Enterprises, Inc. for cash
• Represented Monroc, Inc. in its sale to U.S. Aggregates, Inc. in a cash-for-stock transaction
• Represented Nu Skin Enterprises, Inc. in its acquisition of Nu Skin United States, Inc. and Nu Skin U.S.A., Inc.
• Represented Nu Skin Enterprises, Inc. in its acquisition of Big Planet, Inc.
• Represented Dentrix Dental Systems, Inc. in its stock-for-stock acquisition by Henry Schein, Inc.
• Represented Health Rider, Inc. in its sale to Icon Health & Fitness, Inc.
• Represented Enrich International, Inc. in connection with its leveraged recapitalization
• Represented Inkley’s Incorporated in its acquisition by Ritz Camera Centers in a cash-for-stock transaction

Other M&A transaction summaries available upon request

Selected IPOs/Secondary Offerings, Private Placement and Securities Transactions

• Represented financial services company in $10 million private placement of securities issued by affiliated real estate holding company
• Representing international distributor of personal care products in negotiating and structuring sale of securities and distributorship to parent company
• Represented privately held infant ventilator manufacturer in restructuring and conversion to become employee-owned through ESOP
• Represented investor in structuring and organization of $20 million "distressed" real estate/REO fund
• Represented international parts manufacturing and distribution company in structuring and issuance of class of non-voting securities in anticipation of M&A transaction
• Represented electronic components manufacturing and assembly company in structuring and issuance of preferred stock in advance of sale of company
• Retained as special counsel on Utah corporate and securities matters in connection with $80 million IPO of medical device company
• Represented operator of youth hospitals in disposition of certain properties
• Represented conglomerate in disposition of storage unit properties
• Represented $400+ million privately held manufacturer in adoption of "phantom" stock plan
• Represented privately held medical device manufacturer in a restructuring and stock buyback transaction
• Represented English Language Learning and Instruction Systems, Inc. (ELLIS) in "Going Private"/"Going Dark" transaction
• Cash tender offer of outstanding common stock of medical device manufacturer
• Cash tender offer of all outstanding common stock of aircraft parts manufacturer
• Issuer’s counsel for initial public offering of Nu Skin Asia Pacific, Inc. (now Nu Skin Enterprises, Inc.) (registered simultaneously in the U.S. and Japan)
• Underwriter’s counsel for initial public offering of American AirCarrier’s Support, Inc.
• Underwriter’s counsel for initial public offering of Granite Financial, Inc.
• Underwriter’s counsel for follow-on offering for Granite Financial, Inc.
• Underwriter’s counsel for initial public offering of Sport Haley, Inc.
• Represented commercial bank in $6 million credit facility to relocation company and negotiation of Intercreditor Agreement with lenders

Other securities offering transaction summaries available upon request

Selected Venture Capital and Private Equity Transactions

• Represented medical device company in $5 million Series B round and $2 million equity offering to In-Q-Tel, Inc. under Development Agreement
• Represented medical device company in $2 million Series A round
• Represented venture capital fund in connection with $3.5 million working capital and operating cash flow lines of credit with portfolio company
• Represented venture capital fund on $2 million line of credit transaction to accelerate growth of portfolio company
• Represented venture capital fund in bridge loan financings exceeding $30 million in the aggregate
• Represented venture capital fund on financing transaction for portfolio company in connection with transaction with Twitter
• Represented general partner in structuring and formation of $100 million venture capital fund
• Represented debt providers in $70+ million private equity fund-backed leveraged recap/LBO transaction of multi-state retailer
• Represented syndicate of lenders in a private equity fund-backed LBO of a manufacturer of products for the correctional institution market
• Represented venture capital fund in restructuring its investment in Metro Waste
• Represented mezzanine lender in connection with investment in Metro Waste and private equity investment by Sorenson Capital Partners
• Represented Zions First National Bank and KeyBank in connection with private equity investment by Sorenson Capital Partners in Leslee Scott, Inc.
• Represented FatPipe Networks in connection with its Series C venture capital financing
• Represented Peterson Capital in connection with certain portfolio company investments
• Represented chain of car wash facilities in the restructuring of existing credit facility with Zions First National Bank
• Represented U.S. Bank in loan to purchaser of the Utah Blaze (an Arena Football League expansion team)
• Represented Cornerstone Capital Partners I, L.P. in connection with its formation and certain portfolio company investments
• Represented Cherokee & Walker, LLC in connection with certain of its portfolio company investments
• Represented HealthCare Partners, I, LLC in connection with its formation
• Represented iArchives, Inc. in connection with its Series A venture capital financing
• Represented Talk2 Technology, Inc. in connection with certain of its venture capital financings and various strategic transactions
• Represented Serius Corporation in the sale of Series A convertible preferred stock to Intermetrics, Inc., Novell, Inc., Crosspoint Venture Partners III, and The Cutler Group

Other venture capital and private equity transaction summaries available upon request

Selected Loan Transactions

• Represented Key Auto Finance in $30 million loan participation with Comerica Bank (transaction pending)
• Represented commercial bank in $89.2 million credit facility to two affiliated Freightliner dealerships (consisting of a $52 million in floorplan line of credit; an $11 million operating line of credit; commercial real estate mortgages totaling $13.8 million; a $4.5 million lease line; a $3 million draw note; and a forward-starting interest rate swap)
• Represented commercial bank in $6 million (new vehicle) and $1.3 million (used vehicle) LIBOR-based floorplan lines of credit to a Ford dealership
• Represented commercial bank in $3.9 million credit facility to a Land Rover dealership
• Represented venture capital fund in $25 million loan to an affiliate
• Represented commercial bank in $250 million credit facility to an international company offering textile rental, leasing and laundry services for linens, mats, mops and industrial towels
• Represented two venture capital funds in numerous bridge loans to portfolio companies (aggregate approximately $40 million)
• Represented commercial bank in $9 million credit facility to relocation company and structuring and negotiation of Purchase and Sale Agreement
• Represented medical device company in $10 million acquisition revolving line of credit
• Represented commercial bank in $6 million credit facility to relocation company and structuring and negotiation of Purchase and Sale Agreement and Collateral Sharing and Intercreditor Agreement with lenders
• Represented commercial bank in $7 million revolving line of credit to relocation company
• Represented commercial bank in $75 million credit facility to relocation company and negotiation of Intercreditor Agreement with lenders
• Represented commercial bank in $6 million credit facility to relocation company and negotiation of Intercreditor Agreement with lenders
• Represented commercial bank in $12 million credit facility to relocation company and negotiation of Intercreditor Agreement with other lender
• Represented medical device manufacturer in $5 million debt financing transaction in connection with acquisition of manufacturer of spine implant devices
• Represented commercial bank in connection with syndicated series of secured loans to borrower in the residential relocation industry
• Represented lender in connection with $5 million term loan to co-location company in advance of IPO
• Represented lender in connection with $230+ million letter of credit transaction
• Represented senior lender in take out of $12 million M&A line extended to software company
• Represented bank lender in $3 millon subordinated loan to software company
• Represented money center bank in series of loans and secured credit facilities aggregating approximately $25 million to large communications company
• Represented money center bank in $20 million secured credit facility to regional communications company
• Represented non profit corporation on $6 million revolving line of credit and interest rate swap (transaction also included issuance of $45 million in variable rate demand revenue bonds)
• Represented privately held international distributor of personal care products in $40 revolving line of credit
• Represented Satterfield-Helm in purchase of the Valley Fair Mall in West Valley City, Utah
• Represented Satterfield-Helm in negotiating, structuring and financing a Costco Warehouse building in West Valley City, Utah
• Represented CitiCorp USA in restructuring of two credit facilities with two affiliated entities based in Utah and Texas
• Represented borrower in $27 million term loan from Bank of America and $3.2 million mezzanine loan from TriSail Capital Corporation to purchase a regional shopping mall
• Represented U.S. Bank in connection with a $500 million syndicated credit facility (consisting of a $325 million senior loan, a $75 million five year senior multi- currency revolver, and a $100 million term loan) to an international manufacturer of mining equipment
• Represented U.S. Bank in connection with a $5.75 million loan to a manufacturer of construction equipment
• Served as Utah counsel to NSG Holdings II, LLC in connection with a $160 million syndicated credit facility lead by JP Morgan Chase Bank
• Represented Zions First National Bank and KeyBank in credit facility to Utah-based consumer products company
• Represented Bonneville Las Vegas Corporation in connection with $160 million credit facility
• Represented CitiBank in restructuring of credit facilities to Utah-based outdoor advertising company
• Represented CitiBank in restructuring of credit facility to Texas-based outdoor advertising company
• Represented CitiBank in amending credit facility (term loan and revolver) to Utah-based outdoor advertising company
• Represented CitiBank in amending credit facility (term loan and revolver) to Texas-based outdoor advertising company
• Represented property owner in restructuring of existing loan and loan on class A commercial office building
• Represented chain of car wash facilities in credit facility with Zion’s First National Bank
• Represented Wencor West, Inc. in connection with a revolving line of credit and term loan with Zions First National Bank
• Represented I-215 Associates, LLC in connection with a term loan with Zions First National Bank
• Represented Wencor West, Inc. in connection with the restructuring of a credit facility with Zions First National Bank
• Represented The Viatican Fund, L.C. in connection with a line of credit from Transamerica Lender Finance
• Represented The Viatican Fund, L.C. in connection with the issuance of convertible secured subordinated debentures
• Represented Chequemate International, Inc. and BMCT, Ltd. in connection with a secured loan and stock pledge transactions with Zions First National Bank

Other loan transaction summaries available upon request

Miscellaneous

• Represented medical device company in structuring and negotiating Development Agreement with In-Q-Tel, Inc.
• On-going representation of general partner of venture capital fund in all corporate governance, business and corporate matters, and investment decisions and transactions involving two funds
• Represented manufacturing and distributing company in restructuring transaction in advance of sale to financial buyer
• Represented software company in restructuring in advance of IPO
• Represented client in negotiating, structuring and documenting joint venture with Amtrak
• Represented CORDA Technologies in venture debt financing transaction
• Represented manufacturer of products to utility companies in an exclusive worldwide distribution agreement
• Represented Intermountain Power Agency in connection with construction and financing of a proposed 950 MW coal-fired electric generating station in Central Utah
• Represented privately-held educational institution in restructuring
• Represented large family-held group of businesses in internal investigation and restructuring
• Expert witness in Federal court on failed M&A transaction
• Represented founders and principals in internal investigation involving in excess of $25 million in misappropriated monies by officers from a group of affiliated entities and restructuring of all entities
• Represented independent directors of public company in internal investigation involving misappropriation of several million dollars by chief executive officer and restructuring of board of directors