Commercial Transactions, Commercial Finance and Corporate Law
Attorneys at Evans Keane are experienced in all aspects of Idaho corporate law and Idaho law governing other limited liability entities, and have formed Idaho state-chartered banks and bank holding companies. We frequently form business entities, ranging in complexity from vanilla corporations to complex limited liability companies utilizing multiple membership classes and “waterfall” distribution provisions.
We are experienced in matters regarding corporate governance, and counsel clients on matters regarding shareholder and member relations. Our experience in corporate transactions includes mergers, rights offerings, reverse stock splits, and representation of closely-held issuers in tender offers with follow-on reverse stock splits to eliminate minority shareholdings.
We are experienced in the purchase, sale and merger of businesses, with purchase prices ranging from a few thousand dollars to hundreds of millions. We are experienced in commercial finance transactions, including revolving credit agreements (single bank, participated and syndicated), term loans, construction loans and equipment leases.
Our attorneys have experience in securities law and have acted as lead counsel in private placements under Regulation D and in the registration of securities under the Securities Act of 1933, the preparation and filing of proxy statements and periodic reports, and the listing of securities on the New York Stock Exchange and the Nasdaq National Market.
Banking and Financial/Treasury Management Services
Evans Keane attorneys regularly represent national and state-chartered banks and credit unions, as well as mortgage lenders, mortgage brokers, and fintech companies. We have extensive experience in the formation, operation, acquisition and disposition of banks, bank holding companies and other financial institutions, including regulatory approval to form or conduct business in Idaho, assisting with the maintenance of regulatory compliance, and responding to compliance issues with the Idaho Department of Finance and federal regulators.
We negotiate concise and enforceable loan agreements – term loans, revolving loans, construction loans, loan work-out arrangements, take-out loans, non-recourse loans, conduit loans, letters of credit, and project finance documentation, both for lending institutions and for borrowers in their dealings with financial institutions not represented by our firm, in secured and unsecured loan transactions. We review loan documents to insure compliance with Idaho law, and regularly assist lending institutions in formulating their own standardized loan documents and in customizing their form documents to suit particular loan transactions. We act as local counsel to out-of-state financial institutions when making loans to Idaho borrowers or secured by Idaho properties, and provide local counsel legal opinions to out-of-state lenders.
We assist businesses in negotiating ISDA Master Agreements and related documentation with financial institution counterparties to hedge interest rate risk, foreign exchange risk and commodity risk.
We negotiate and draft clear and enforceable equipment leases – such as aircraft, mining equipment, rolling stock, and food and chemical processing equipment – for both lessors and lessees, including leveraged leases, synthetic leases, operating leases and capital leases.
Litigation
Evans Keane has extensive experience litigating highly complex cases, as well as those of lesser size. Some of our areas of expertise are noted below. However, we frequently represent clients in litigation arising under corporate law, product liability, real estate disputes, water rights disputes, roadway and access disputes, wills/trusts/estate disputes, probate proceedings, bankruptcy collections, employment litigation, and general commercial disputes. We are experienced in both multi-district and class-action litigation. Our products defense practice includes representation in the areas of drug and medical devices (American Home Products, Hoffmann-LaRoche, and GlaxoSmithKline and Wyeth); agricultural chemicals (DuPont, American Cyanamid); automotive (Ford, Volkswagen, Hyundai); and, tobacco (Phillip Morris, R.J. Reynolds). We are experienced in bankruptcy litigation, both large and small, on behalf of trustees and creditors. Our representation includes numerous international, national, and local corporations and businesses in commercial, real estate, and general litigation.
Bankruptcy
This firm’s bankruptcy practice focuses on litigating and negotiating on behalf of trustees and creditors. The litigation includes fraudulent transfer avoidance, preference avoidance, objections to discharge, concealed property, collections, property disputes, contract and lien disputes. Our attorneys have served as bankruptcy examiners. The firm also represents creditor committees. The debtor accomplishing the first pre-packaged Chapter 11 plan in Idaho was represented by our attorneys.
Real Property
Our attorneys have extensive experience in real estate transactions and litigation involving real property. Our real estate experience includes acquisition and sale, financing and development entitlement work. We frequently assist buyers and sellers of farms and ranches, as well as in transactions involving development property. We have assisted property owners in the negotiation of oil and gas leases in Western Idaho, and enlist the assistance of Meritas attorneys in established oil/gas production states as appropriate. Our real property litigation practice includes foreclosures, liens, boundary disputes, roadway/access disputes, condemnation and eminent domain proceedings, quiet title actions, land exchanges, construction defects and home owner association litigation. As part of our representation of local and out-of-state lenders, we frequently prepare or review loan documents and security instruments for commercial real estate transactions.
Employment Law
Our employment law practice includes the representation of a substantial number of employers throughout the state, assisting them in avoiding and defending employee-related problems. We have the expertise to guide our clients through the complexities of federal and state employment laws and court decisions. Our goal is to help our clients avoid violations of these laws, and we are frequently asked to counsel employers before an employment decision is made.
Water Rights
Water rights are critical in Idaho, and this firm has extensive experience in successfully obtaining and protecting water rights. We can guide clients through all proceedings with the Idaho Department of Water Resources, including the obtaining of new permits and water licenses, the changing of the uses of water, and the transfer/sale/purchase of existing water rights. We also have extensive experience in court proceedings regarding water rights, including Idaho’s recently completed Snake River Basin Adjudication.
Wills/Trusts/Estates/Probate
Our wealth transfer practice includes all facets of estate planning, probate proceedings, probate avoidance, and gift/estate taxation. Tools used include wills, trusts of all types, powers of attorney, healthcare directives, pre- and post-nuptial agreements, community/separate property agreements, gift and estate tax calculations, and limited liability entities. We also represent clients in guardianship and conservatorship matters. Our goal is to accomplish your desires in the most simple and tax-wise manner possible, both during your lifetime and at your death.
Intellectual Property
Attorneys at Evans Keane are experienced in the Federal registration of trademarks, including Madrid Protocol filings, and copyrights. We have litigated cases involving trade secrets, copyright, source code, work for hire doctrine (including successful appeal to 9th Circuit Court of Appeals), have represented commercial clients in trademark infringement litigation under the Lanham Act, and have represented clients in litigation concerning licensing of intellectual property. We routinely represent clients in litigation over misappropriation of trade secretes, including those cases involving breach of non-competition agreements.