Brenton Twitchell

Brenton Twitchell

Associate

Contact

Brenton is a team member in the firm’s Business; Startups & Emerging CompaniesLicensing & TechnologyFranchise & Distribution and Real Estate, Development & Finance groups.  Brenton believes the best way to advance and protect his clients’ interests is through careful planning, effective communication, creativity, and practical solutions.

Recently, Brenton has represented companies in biotech, technology, banking, fashion, real estate, food and beverage, marketing, and manufacturing, in a variety of matters, including but not limited to:

  • company sales and acquisitions
  • corporate governance and fiduciary compliance
  • private offerings of securities
  • establishment of employee and executive incentive and compensation plans
  • distribution agreements
  • the formation of corporations and LLCs
  • real estate purchases and sales
  • lease negotiations and agreements

For Registered Investment Advisors (“RIAs”), Brenton helps clients navigate both state and federal investment adviser registration requirements to ensure compliance. His experience includes structuring operating agreements governing funds and securities offerings for funds raising money.  He also assists RIAs with mergers and acquisitions.

Representative Transactions
  • Counsel to the buyer of a prominent local supplier in the food and beverage industry, helping the buyer navigate and negotiate around complex financing, corporate governance, tax structuring, and risk mitigation issues.
  • Assisted multiple businesses navigate complex corporate governance issues, including planning to ensure compliance with fiduciary obligations.
  • Counsel to multiple start-up and early-stage companies making securities offerings of convertible notes and preferred stock to both individual and institutional investors raising between $2,000,000 and $100,000,000.
  • Prepared and negotiated master services agreements for local marketing and technology companies.
  • Counsel to a local distributor of medical devices in the re-negotiation of its distribution agreement with an international supplier.
  • Formed and maintained business entities, advising clients as to the type and location of their business entities as well as preparing operating agreements, corporate articles and bylaws.
  • Counsel to multiple investment funds navigating complex regulatory issues and raising additional funds.
  • Prepared a variety of relationship documents, including employment, independent contractor, consulting, shareholder, deferred compensation, stock option, joint venture, profits interest, invention, confidentiality, non-solicitation and non-competition agreements.
  • Developed an employee and executive incentive plan for a publicly-traded bank.
  • Negotiated and drafted long-term lease agreements on behalf of businesses leasing space in offices and shopping centers.
  • Developed subcontractor and contractor agreements for general contractors and developers.
  • Counsel to national developer in the acquisition of large tracts of land for development into residential housing, assisting in the preparation of purchase and sale documents and the review of the title, among other tasks.
Publications
  • Co-author, The Entrepreneur’s Guide from Start to Finish
  • Author, An Introduction to Convertible Notes, What They Are and Why You Might Consider Using Them
  • Author, Basic Securities Law Related to Convertible Note Offerings
  • Author, Advising a New Startup: Disadvantages of Convertible Notes
  • Author, The Newly Revised Washington LLC Act (October 2015)
Speaking Engagements
  • Co-presenter, “Robo Advice,” Puget Sound Area Chief Compliance Officers group for Registered Investment Advisors, (January 2017)
  • “Advising the New Tech Startup: Financing & Ethical Considerations,” Washington State Bar Association, Business Law Section CLE (April 2015)
Professional & Community Activities
  • Member, Washington Technology Industry Association
  • Member, BYU Management Society
  • Member, Northwest Indian Bar Association
Honors & Awards
  • Order of the Coif
Languages
  • Portuguese


Background

Prior to joining the firm, Brenton completed a clerkship for Justice James M. Johnson of the Washington State Supreme Court and served as an Executive Note Editor for the Arizona Law Review.

A native of Washington, and an Eagle Scout, Brenton grew up camping and backpacking in the mountains. Brenton enjoys spending time with his wife and identical twin boys, playing and watching soccer, following college football, snowshoeing and hiking.