Ryan Swanson & Cleveland, PLLC
401 Union Street, Suite 1500
Seattle, WA 98101-2668
Ryan Swanson & Cleveland, PLLC
401 Union Street, Suite 1500
Seattle, WA 98101-2668

Ryan Swanson & Cleveland, PLLC
401 Union Street, Suite 1500
Seattle, WA 98101-2668



The right legal partner accelerates your journey to business success—on your terms. From the spark of inspiration through growth, change, and challenge, it’s important to choose a business attorney who offers creative strategies, straightforward advice, and a responsive, personal approach. Ryan Swanson has been around for more than 100 years, so we have the deep industry experience to deliver value from day one. The breadth of our attorneys’ expertise means we can handle anything the world throws your way. Our Seattle-based law firm serves companies throughout the Puget Sound region, as well as companies nationwide.

Start Strong

How you structure your business at the start can have a major impact on your results. Get a head start on the competition with the right entity selection, ownership structure, founding documents, and more—all the little details that, done right, give your business the foundation it needs to grow and thrive.

Begin Growing

Our finance experts connect your business to the capital it needs for expansion, acquisition, R&D, and more. We know who is investing, what they are looking for, and how to structure win-win deals that address your unique needs. Need an introduction? We work with some of the region’s most prominent investors. Want to go public? We can help. As your business grows and expands, we can advise on virtually any legal issue, from employment to taxes to litigation.

Maximize Talent

In most businesses, people are your biggest investment—and you want to compensate them in ways that attract and retain the best. Our dedicated employee benefits practice advises employers of all sizes about all levels of compensation. We design plans to meet your business goals while maximizing legal and tax advantages.

Reduce Risk

Compliance is a day-to-day reality for most businesses. Our meticulous attention to detail and deep industry knowledge take the pain out of complying with complex regulations. Hundreds of clients retain us on an ongoing basis to keep them current with filings, reports, and audits. We can also help you handle governance matters of all kinds at the board and executive level.

Make Smart Deals

From small spin-offs to billion-dollar deals, we can handle virtually any merger, acquisition, or business transaction. We deeply understand the implications of intellectual property, tax, employment and other considerations when businesses combine, and our international network of collaborators ranges from accountants to investment banks, always with the highest quality and reputation.

Protect Intellectual Property

Intellectual property can be incredibly valuable, but maximizing its value requires smart legal strategies. Whether you’re just starting out or have a massive patent portfolio, we help you protect, license, and exploit your knowledge assets. And not just in software—we serve manufacturers, distributors, life sciences companies, inventors: anyone with a valuable idea.

Start-ups and Closely Held Businesses (Entity Choice, Formation and Maintenance)

Based in Seattle, Ryan Swanson’s Business Practice attorneys provide thorough representation for business of all sizes, from the smallest, closely held companies, to large business entities with domestic and overseas operations.

  • Business Formation. We advise as to the appropriate form of business entity and prepare documentation, growth strategies and advisories.
  • Business Compliance. We provide those extra services to our business clients to maintain state qualifications and up-to-date minute books. Our Ryan Swanson Compliance System keeps hundreds and hundreds of entities in compliance with appropriate filings and updates.
  • Business Tax. We advise as to tax ramifications of different business entities, transactions, and jurisdictions.
  • Commercial Transactions. We handle all aspects of commercial sales, purchases, collateralizations, contracts and warranties.
  • Corporate Governance. We provide guidance on all areas of executive and board matters. Our services to business clients include legal advice with respect to:
    • Preparing articles of incorporation, bylaws, limited liability company operating agreements, and buy-sell/shareholder agreements.
    • Preparing shareholders, members, and directors minutes.
    • Dealing with dissident shareholders and executive terminations.
    • Advising on the obligations of directors, senior executives and controlling shareholders with respect to their fiduciary duties, duty of care and the business judgment rule.
    • Advising on the duty of fair dealing as it relates to transactions with the business entity and compensation, the use of material non-public information, and the taking of corporate opportunities and competition with the corporation or other business entity.
    • Advising on matters involving the management of the business, including the powers of senior executives and the board of directors, and directors’, shareholders’ and members’ rights.
    • Advising on the transfer of control of a business entity.
    • Advising on succession plans and exit strategies, and handling company dissolutions (both in contested and uncontested situations).
    • Advising on stock option agreements and plans.
Mergers and Acquisitions

Our lawyers have first chaired transactions ranging from the smallest divestitures and spin-offs for small businesses to complex, multi-party deals over $1 billion in size. We have structured and documented both private and public transactions, and understand how intellectual property, tax, employment and other considerations play out in business combinations. We bring depth of experience, expert legal knowledge and a strong client service ethic to our M&A practice. We also work cooperatively with other professionals, such as accountants, investment bankers, commercial bankers and M&A shops, and are known regionally, nationally and internationally.

Commercial Finance and Securities

To finance growth, intellectual property development, operations or acquisition, companies obtain capital from angels, venture capital firms, private equity shops, institutional investors and partners, and the public capital markets. Our corporate finance lawyers have assisted on hundreds of such financings, private and public, domestic and cross-border. Structures include convertible notes, common and preferred equity, straight debt instruments, highly structured licensing/investment transactions, simple and complex LLC interests, and other financing vehicles. We understand structure and can help with introductions to appropriate sources of capital, particularly venture, private equity and institutional.

Emerging Growth

The emerging growth practice is really a hybrid. Our practitioners are skilled in helping young companies plan for their growth. Legal services include many of the areas set forth on this page, and others as well. As companies grow, they require expertise in corporate finance and securities, employment, tax, intellectual property and other areas of the law. Through extensive experience, our lawyers know the expectations of funding sources, executives, founders, strategic partners and other key parties, and structure relationships so our clients’ goals can be addressed most effectively. One of our partners was co-chair of the firm-wide Emerging Growth Practice Group of a 650-lawyer multinational law firm.


Ryan Swanson’s Licensing & Technology Group represents technology companies and other businesses that possess valuable intellectual property. We assist clients ranging from start-ups to established industry leaders with protecting, licensing, and exploiting their technology and proprietary assets. We serve clients in a broad range of industries, including software and game developers and publishers, internet and e-commerce businesses, inventors, manufacturers, distributors, broadcasting media and recording, avionics, publishing, pharmaceuticals, telecommunications and life sciences. Our attorneys have extensive experience with representing clients in private placement offerings; venture capital, angel investor, and conventional financings; joint ventures and other strategic relationships; and mergers, acquisitions, and asset and stock sales.

Profit Sharing and Incentive Compensation

Our Employee Benefits Group advises employers, large and small, in all aspects of employee compensation, from the highest paid executive to the lowest paid employee. We assist with stock options, incentive and deferred compensation, LLC profit interests, employment grants and non-compete and non-disclosure agreements. We design plans to meet the particular needs and desires of our clients, while taking maximum advantage of the applicable benefit and tax laws.


Our Seattle tax attorneys provide comprehensive tax planning and advice for businesses. Ryan Swanson attorneys advise clients on federal, state, local and international tax matters, and assist with tax audits, appeals to administrative agencies and court litigation.

Click here for more information on our Tax Practice Group.

Tax-Exempt Organizations and Foundations

We are regularly involved with exempt organization matters, including:

  • initial qualification for exemption
  • avoiding private inurement and intermediate sanctions
  • unrelated business income tax planning
  • private foundation compliance
  • joint ventures with for-profits
  • conversions to and from exempt status
  • maintenance of tax-exempt status where an organization engages in for-profit activities
  • executive compensation arrangements

Representative Business Industry Experience

  • Financial services
  • Industrial and Manufacturing
  • Information Technology and Wireless
  • Biotech
  • Medical Devices
  • Distribution
  • Franchising
  • Food and Beverage
  • Pulp and Paper
  • Insurance
  • Alternative Energy and Renewables
  • Electronic Marketing
  • Travel
  • Domain Names
  • Professional Services


Get in Touch with Our Team Today

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