Carter MackleyCarter Mackley

Broad-based, high-level business expertise

Carter is an experienced business attorney who has represented companies of all sizes, including some of the world’s wealthiest companies. His broad-based experience is ideal for start-up companies that need to maximize value with a limited legal services budget.

Startup Law – Representing startup companies at Mackley & Mackley since 2010.

Large Law Firm Practice – Ten years with K & L Gates, LLP (Seattle office) in the corporate/securities group, three years with Sullivan & Cromwell (New York and Washington, D.C. offices).Large Law Firm Practice – Ten years with K & L Gates, LLP (Seattle office) in the corporate/securities group, three years with Sullivan & Cromwell (New York and Washington, D.C. offices).

In-house Experience – Seven months with Alaska Airlines (seconded from K & L Gates).

County Attorney – Eight years as Bingham County attorney, prosecuting criminal cases and representing the county in civil matters.

Mergers and Acquisitions – Acted for both buyers and sellers in over 20 acquisitions, including 11 investments and acquisitions for Microsoft Corporation.

Financing Transactions – Preferred stock, convertible debt and other capital raises, bank credit agreements and secured transactions.  Numerous distressed company equity and debt restructurings.

Commercial Transactions – Significant experience for both small and large companies (including Alaska Airlines, REI, Microsoft, and Aviation Products Boeing) drafting various types of commercial contracts (supply, manufacturing, sales agent, joint venture, licensing, telecommunications services, non-disclosure agreements).  Applies plain English drafting methods and promotes them through teaching CLEs.

Corporate Governance – Advises boards of directors with respect to transactions, fiduciary duties and legal and regulatory requirements; entity selection and formation (LLCs, S-corporations, etc.); shareholder agreements; employee offer letters and intellectual property agreements.  As county attorney advised county commissioners with respect to employment, zoning, local tax, and other regulatory matters.

Securities Disclosure and Compliance – Has represented companies with respect to 1933 Act registrations and 1934 Act reporting and compliance; advised with respect to Regulation D, Regulation S, Rule 144, Section 14 (proxy statements), and Section 16 compliance (Forms 3, 4 and 5).

Dispute Resolution and Litigation – Eight years trial experience as county prosecuting attorney; defended wrongful death suit through discovery to mediated settlement, handled employee claim arbitrations.  As corporate attorney handled numerous indemnification claim arbitrations.

Staff Management – In acquisition transactions, supervised team of junior attorneys, paralegals and other assistants and coordinated the role of multiple specialists.  As county attorney managed staff of eight and was responsible for $900,000 budget.

Education – Columbia Law School, J.D., 1988; Center for Law and Economics scholarship recipient; Brigham Young University, B.A., Economics, 1985, cum laude and University Honors.

Bar Memberships – Washington; Idaho

Interesting facts about Carter:

  • Speaks and reads Japanese (resided in Japan for two years).
  • Two years graduate health economics studies at UC – Berkeley as a National Institutes of Health Fellow.
  • Founded wildlife magazine BEARS and Other Top Predators and published it for two years.
  • Has commuted to work by bicycle for 22 years.

CLIENTS SERVED, TRANSACTION and PUBLICATION HISTORY

START-UP CLIENTS

Representation of start-up clients typically involves entity selection and formation, shareholder agreements, corporate governance issues, employee offer letters and intellectual property agreements, equity and debt financings, and coordinating advice from tax, employment, intellectual property, and other specialists.

  • Multiform Harvest, Inc., an environmentally friendly water-treatment company.
  • Lin Capital Management, an investment fund.
  • IR2020, LLC, an investor relations service company.
  • Radiatrix, LLC, a radiology service company
  • Tekion, Inc., a fuel cell technology company.
  • Northwestern Games, Inc., a computer game development company.
  • Stern Tie, Inc., a specialty foods retailer.
  • MagicWheels, Inc., a wheelchair wheels manufacturer.
  • Serriform, LLC, a software development and consulting company.
  • Telecom Transport Management, Inc., a telecommunications company.
  • Paintball Players Association, LLC, a computer game development company.
  • Regulome Corporation, a biotechnology company.
  • Quantumsphere, LLC, a nanotechnology metallic powders company.

MERGERS AND ACQUISITIONS

  • Acted for Microsoft Corporation in acquisitions of numerous technology companies (Farecast, DATAllegro, Stratature, Engyro, Musiwave, Calista Technologies), sale of equity interest (Plural, Inc. to Dell Computer Corporation), and equity investments (GA Sullivan, Quilogy, Extreme Logic).
  • Acted for shareholders of Trophy Ridge, Inc. in sale to Bear Archery, Inc.
  • Acted for shareholders of ActiveLight, Inc. and CineLight, Inc. in acquisition by Electrograph, Inc., an internet retailer of electronic equipment.
  • Acted for DocuTech Corporation, a mortgage compliance software company, in the licensing of technology and establishment of a joint venture with Jayco, Inc., a recreational vehicle dealer.
  • Acted for H.S. Trask & Co. in sale to Phoenix Footwear Group, Inc. by tender offer/merger.
  • Acted for Northwest Prosthetic & Orthotic Clinic in sale to Hanger Orthopedic Group, Inc.
  • Acted for Vizx Labs, LLC in purchase of neoBase, a bioinformatics company.
  • Acted for Lidatek, L.L.C. in sale to CCPW, L.L.C.
  • Acted for major investor of Community IQ.com (Vista.com) in investment by The SCO Group.
  • Acted for Paint Sundries Solutions, Inc. in buyout of major shareholder.
  • Acted for Nighthawk Radiology Services, LLC in acquisition of DayHawk Radiology Services, LLC.
  • Acted for Greenfield Online, Inc. in acquisitions of Rapidata.net, Inc. and Zing Wireless, Inc.
  • Acted for Serriform, LLC in acquisition by Ascentium Corporation.

FINANCINGS AND RECAPITALIZATIONS

  • Acted for Tekion, Inc., a fuel cell research company, in restructuring its relationship with its Canadian affiliate and new investment by a multi-national corporation; followed by multiple preferred stock offerings.
  • Acted for Greenfield Online, Inc. in preferred stock issuances, rights offering, stock and debt recapitalization, and accounts receivable financing structure.
  • Acted for Regulome Corporation in issuance of first round of preferred stock to venture investors and equipment loan financing with GATX Ventures, Inc.
  • Acted for MGN Opportunity Group, LLC as major shareholder of Tachyon, Inc. in equity and debt restructuring.
  • Acted for MGN Opportunity Group, LLC as major shareholder of Community IQ.com, Inc. in equity and debt restructuring.
  • Acted for Attenex Corporation in spin-off of equity interests to individual investors and new venture capital investment.
  • Acted for Microsoft Corporation in various multi-million dollar private investments in technology companies.
  • Acted for West Travel, Inc. for various secured financing arrangements and restructuring of distressed company.

Public Company Representation and Securities Law Compliance

1934 Act reporting and compliance:

  • Alaska Air Group, Inc.
  • Greenfield Online, Inc.
  • Hartcourt, Inc.
  • Teltone Corporation
  • Kiwa Bio-Tech Products Group Corporation
  • Kid Castle Educational Corp

Regulation S and other 1933 Act issues relating to stock transactions involving U.S. shareholders:

  • Xinhua Finance Limited (Hong Kong company listed on the Tokyo Stock Exchange).
  • MicroPlanet Technology Corp. (Toronto Stock Exchange listed company with primary subsidiary in U.S.).
  • Canadian Superior Energy Inc. (Canadian company listed on AMEX).
  • Tekion (Canada) Inc. (Canadian operating subsidiary of U.S. parent).

1933 Act Registrations:

  • Kiwa Bio-Tech Products Group Corporation Form SB-2.
  • Applied Minerals, Inc. Form S-1.

CROSS-BORDER TRANSACTIONS

  • Acted for Microsoft Corporation in various capital markets and structured financings including:
  • $500 million purchase of Korea Telecom Corp. bonds and warrants for American depositary shares.
  • Sale of $250,000,000 custodial dividend receipts and custodial share receipts to Deutsche Bank AG.
  • Redemption of NZ$150,000,000 New Zealand Telecom convertible notes.
  • Other highly-structured offshore insurance and finance arrangements with major international banks.
  • Acted for Xinhua Finance Limited in establishing ADR program with The Bank of New York and registering its securities with the SEC.
  • Acted for Xinhua Finance Media Limited, a Cayman Islands subsidiary of Xinhua Finance Limited, in the private placement of preferred stock and secured debt in the United States.
  • Acted for Ct. Proteinaprima, an Indonesian company, in acquisition of Shrimp Improvement Systems, LLC, a Florida company.
  • Acted for Kiwa Bio-Tech Products Group Corporation, a China-based, U.S.-incorporated Company, in convertible debt PIPE transaction registered on Form SB-2.
  • Acted for e-Kong Group Limited in establishing ADR program with The Bank of New York and registering securities with the SEC.
  • Advised Canadian Superior Energy Inc. with respect to listing its stock on the AMEX, registering with the SEC, and private placements in the United States.
  • Advise MicroPlanet, Inc., U.S. operating subsidiary of MicroPlanet Technology Corp. (a TSX listed company), on various U.S. securities law matters.

PRESENTATIONS AND PUBLICATIONS

Presentations

  • Contract Continuity Issues of Flu Pandemic and other Emergencies” CLE presented November 12, 2009 at K & L Gates, Seattle
  • Negotiating and Drafting Key Risk-Allocating Provisions” CLE presented May 20, 2009 at K & L Gates, Seattle
  • Raising Capital in the United States,” Beijing Science and Technology Finance Promotion Association, Beijing China, February 2, 2007.
  • Drafting Readable Documents (with strategies for drafting mathematical formulas)” CLE course for Washington State Bar Association, January 6, 2006.
  • Drafting Key Business Documents – Plain English Approaches” CLE course for Washington State Bar Association, June 15, 2005.

Publications

  • Climate Change and Contract Force Majeure” K & L Gates e-News Alert, December 19, 2009
  • SEC Final Rules Regarding Audit Committee Standards for Listed Companies” K & L Gates e-News Alert, June 13, 2003.
  • Mental Health Benefits in the Clinton Plan” Scheffler, R.M., Foreman, S.E., Cuffel, B.J. and Mackley, C.R., Health Affairs, Spring (II) 1994.
  • The Role of the Patent System in Technology Transfer: The Japanese Experience” Columbia Journal of Transnational Law, 26(1) 1987.