Mr. Chandler’s practice focuses on general business counseling for the growing enterprise with an emphasis on mergers and acquisitions and corporate governance. As outside counsel for numerous businesses, Mr. Chandler organizes and leads different teams that provide legal and practical counseling regarding both day-to-day and extraordinary business issues. Mr. Chandler provides a well-rounded perspective to the enterprise based on his work with business owners, managers, employees, investors, customers, and vendors and his experience as a business owner and corporate director.

As part of his extensive mergers and acquisitions work, he covers the full range of business issues, including selecting and forming the business entity; buying and selling the assets or shares of stock of operating businesses; merging corporations; resolving tax issues; integrating the acquired business into the existing enterprise; assisting corporate directors to comply with their duties to shareholders; buying and selling real property; hiring and terminating employees; designing and preparing compensation packages such as stock option, restricted stock, and deferred compensation plans; obtaining financing from investors and banks; negotiating share transfer, registration, voting, and other agreements between shareholders; protecting trademarks and other intellectual property; and complying with government regulations. He is a partner in the Business and Finance Department and chair of the Corporate Practice Group.

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Significant Representation

Represented a United Kingdom-based early stage biotechnology company in all United States and several international legal needs.

Represented the largest Idaho mutual insurer in governance, contract, and general legal matters.

Represented a rapidly expanding early stage software as service company in all facets of business growth.

Represented shareholders in recovery of company assets wrongfully sold.

Managed the legal affairs of a Seattle-based veterinarian and investor-owned veterinary care delivery system located in Washington, Oklahoma, Texas and Arizona. The work included:

• Over 50 transactions in acquiring and selling medical practices in six states (from identifying the practice to negotiating, documenting, and closing the acquisition)
• Creating and continually enhancing a systematic and repeatable process of purchasing the veterinary practices
• Drafting and negotiating regulations with a state veterinary regulatory agency
• Purchasing, leasing, and disposing of facilities
• Creating incentive compensation programs including stock options, 401(k), and other plans
• Negotiating and preparing employment agreements for veterinary professionals
• Resolving workplace and malpractice claims
• Preparing construction contracts
• Implementing financial recapitalizations
• Registering trademarks
• Developing system-wide credit and collection policies
• Negotiating the sale of the company to a publicly traded corporation

Represented a Boise-based physician and investor-owned health care delivery system. The work included:

• Forming and operating the corporation
• Establishing the ownership by physicians and investors
• Acquiring multiple physician practices
• Completing the initial rounds of capitalization
• Creating incentive compensation programs including stock option, 401(k), and other plans
• Preparing employment agreements for generalist and specialist physicians
• Leasing facilities
• Registering trademarks
• Documenting venture capital financing
• Complying with medical antitrust rules

Represented NASDAQ-listed expanding Idaho-based company with nationwide operations that supplies the companion and food animal industry. The work included acquisitions of companies in the same line of business and in new lines of business, preparation of terms of sale governing transactions with customers, collection of accounts, preparing contracts with key employees, and leasing facilities nationwide, including California, Colorado, Georgia, Idaho, Michigan, Pennsylvania, Texas, and Washington.

Managed the legal affairs for an Idaho-based company that combined both the insurance and agency functions of the property and casualty insurance industry. The work included developing the licensing, agency and underwriting contracts, registering trademarks, resolving issues with contracting parties, maintaining corporate records, creating incentive compensation programs, complying with government regulations, restructuring and recapitalizing the company, and negotiating share transfer, registration, voting, and other agreements between shareholders.

Managed the legal affairs for a preeminent Idaho automotive dealer group. The work included maintaining all corporate records, forming affiliated corporations, preparing facility construction contracts, resolving serious customer complaints, reviewing franchise agreements and relations, acquiring additional franchises, and counseling regarding intra-owner relations.

Managed the legal affairs of a large property developer. The work included forming the business entity, maintaining the legal records, acquiring real property, negotiating project financing, negotiating and preparing construction contracts, negotiating and preparing leases, and collecting rent.

Represented government contractor in pursuing claims against the federal government for defective specifications, excessive inspections, and wrongful termination, which required extensive negotiations and then a trial over a three year period.

Trial attorney in major and minor jury and court trials involving liability of banks to borrowers on loan agreements, liability of owners to subcontractors and suppliers on major construction projects, enforceability of non-competition covenants, enforceability of terms of sale agreements, foreclosure of mechanic liens, and collection of accounts.

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Bar Admissions

Idaho, 1981

Illinois, 1979

Washington, 2003

 

Professional Memberships

National Association of Corporate Directors

Idaho State Bar Association

Washington State Bar Association

American Bar Association

American Veterinary Medical Law Association

Who’s Who Legal USA – Corporate Governance 2006

Chandler and Howell, “What Banks Need and Should Expect from Directors in the New Regulatory Environment,” presented to the 2012 Idaho, Nevada, and Oregon Bankers Associations’ joint convention, Coeur d’Alene, Idaho, July 9, 2012.

Chandler and Howell, “Director Liability and Regulatory Compliance,” presented to the 2012 Management & Director’s Leadership Conference, Idaho Community Bankers Association, Boise, Idaho, January 24, 2012.

Panelist, “Hot Topics in Business Law,” University of Idaho, College of Law, Boise, Idaho, October 22, 2011.

Chandler, “Ethics in Negotiations,” presented to the Idaho State Bar Association, Ethics & Professionalism Section, Boise, Idaho, September 6, 2011.

Chandler, “Oral Advocacy and Negotiating Contracts,” presented as part of the Oral Advocacy Series, Concordia University School of Law and Northwest Nazarene University, Boise, Idaho, April 12, 2011.

Chandler, “Why ‘Governance’ Replaced ‘Directorship’ – and Why It’s Lacking,” Banking Journal, American Bankers Association, http://www.ababj.com/briefing/book-review-why-governance-replaced-directorship-and-why-it-s-lacking.html, January 7, 2011.

Chandler, “Documenting the Board Meeting,” presented to the Ethics at the End – Corporate Counsel CLE Event, Association of Corporate Counsel, Mountain West Chapter, Boise, Idaho, December 14, 2010.

Chandler, “Governance and Incentive Compensation under the Financial Reform Act and Recent Agency Guidance,” presented to the Annual Directors Seminar, Conference of State Bank Supervisors, Coeur d’Alene, Idaho, September 27, 2010.

Chandler, “Documenting The Board Meeting – Minute Taking Tips To Make You A Pro.” presented to the International Association of Administrative Professionals, Boise Chapter, Boise, Idaho, September 20, 2010.

News article, “Roadmap of Asset-Liability Management for Directors,” Directors & Trustees Digest, American Bankers Association, March 2010.

Panelist, “The New Basics of Asset-Liability Management for Directors,” telephone briefing, American Bankers Association, December 9, 2009.

Chandler and Trammel, “Fair Trade Covenants in Veterinary Employment Contracts,” presented to American Veterinary Medical Law Association, 16th Annual Conference, San Diego, California, November 7, 2009.

Chandler and Larsen, “Stress Testing the Directors – Bank Director Liability Issues,” presented to the Annual Directors Seminar, Conference of State Bank Supervisors, Coeur d’Alene, Idaho, September 21, 2009.

Panelist, “Board Meetings 102: Better Governance for Challenging Times,” telephone briefing, American Bankers Association, September 24, 2008.

Chandler and McGrady, “Veterinary Employment Contracts,” presented to American Veterinary Medical Law Association, 15th Annual Conference, New Orleans, Louisiana, July 20, 2008.

Chandler, “Corporate Governance and the Audit Committee’s Structure and Function,” presented to The Institute of Internal Auditors, Boise Chapter, Boise, Idaho, March 4, 2008.

Panelist, “Trends in Executive Compensation,” presented at the Intermountain Business Forum, Boise, Idaho, December 13, 2007.

Chandler, “Corporate Governance: Improving Board Performance,” presented to the Eide Bailly Annual Boise Bankers Seminar, Boise, Idaho, October 24, 2007.

Chandler, “Executive Compensation Strategies,” presented to the Annual Meeting and Conference, Conference of State Bank Supervisors, Coeur d’Alene, Idaho, June 1, 2007.

Chandler and Larsen, “Mergers and Acquisitions: Finding the Optimal Structure,” presented as part of “Mergers and Acquisitions: Structuring Deals and the New Idaho Entity Transactions Act,” sponsored by Idaho State Bar, Business & Corporate Law Section, Boise, Idaho, May 7, 2007.

Panelist, “Common Issues in Structuring M&A Transactions,” presented as part of “Mergers and Acquisitions: Structuring Deals and the New Idaho Entity Transactions Act,” sponsored by Idaho State Bar, Business & Corporate Law Section, Boise, Idaho, May 7, 2007.

Panelist, “Director Protection Issues: Boldly Going Forward – In Full Armor,” telephone briefing, American Bankers Association, December 6, 2006, and thereafter quoted in “The Director’s Job: How One Community Bank Director Manages To Sleep Through The Night,” ABA Bank Directors Briefing, www.bdbonline.biz, December 2006; “Bank Director Attributes: Evaluate Your Board Against These Basics,” ABA Bankers News, January 2, 2007, Vol. 15, Issue 1, reprinted in ABA Bankers News Online, January 2, 2007, cover story; “The Director’s Job: 13 Ways To Improve Board Decision Documentation,” ABA Bank Directors Briefing, www.bdbonline.biz, January 2007.

Panelist, “How It All Fits Together: Audit Committee Communications and Coordination with the Board and Other Committees,” KPMG Audit Committee Institute, Boise, Idaho, November 30, 2006.

Chandler and Wardwell, “Board Meeting Minutes: The Basics,” The Advocate, October 2006.

Chandler, “Executive & Director Compensation Strategies,” presented to the Bank Directors Seminar, Conference of State Bank Supervisors, Coeur d’Alene, Idaho, September 24, 2006.

Chandler and Wardwell, “A Simple Guide to Drafting Board Meeting Minutes,” Bank Director, Third Quarter 2006.

Chandler, “Audit Committee: Structure and Function,” presented to the Utah Association of Financial Services, Park City, Utah, August 24, 2006.

Chandler and Wardwell, “Best Practices For Documenting Board Meetings,” The Corporate Board, July/August 2006.

Panelist, “Oversight of Risk Management: Considering the Audit Committee’s Role and Responsibilities,” KPMG Audit Committee Institute, Boise, Idaho, June 6, 2006.

Quoted in “Pass the Aspirin,” ABA Banking Journal, p. 22, May 2006, on the topic of board minutes, and “A Closer Look at Minutes,” ABA Bank Directors Briefing, www.bdbonline.biz, July 2006.

Panelist, “Sarbanes-Oxley Challenges,” at the Eight Annual Financial Services Conference, presented by D.A. Davidson & Co., Seattle, Washington, May 9, 2006.

Chandler, “Corporate Governance: What Do High Profile Cases Have To Do With Community Banks?” presented to the Directors Seminar, Conference of State Bank Supervisors, Hershey, Pennsylvania, April 10, 2006.

Quoted in “What Board of Director Meeting Minutes Should Include and Say,” Directors and Trustees Digest, April 2006.

Chandler, “Corporate Governance: What Do High Profile Cases Have To Do With Community Banks?” presented to the Examiners Seminar, Conference of State Bank Supervisors, San Diego, California, December 6, 2005.

Panelist, “Accounting Judgments, Estimates and Restatements: Implications for Audit Committee Oversight,” KPMG Audit Committee Institute, Boise, Idaho, December 1, 2005.

Chandler, “Corporate Governance and the Sarbanes-Oxley Act,” presented to the Forty-Seventh Annual Tax Institute, Idaho State University, November 4, 2005.

Chandler, “Corporate Governance: What Do High Profile Cases Have To Do With Community Banks?” presented to the Directors Seminar, Conference of State Bank Supervisors, Coeur d’Alene, Idaho, October 4, 2005.

Chandler, “Audit Committee: Structure and Function,” presented to the Directors Seminar, Conference of State Bank Supervisors, Coeur d’Alene, Idaho, October 3, 2005.

Chandler, “Corporate Governance: Audit Committees and the Evolution of Internal Audits,” presented to the Deputy Seminar, Conference of State Bank Supervisors, San Francisco, California, August 2, 2005.

Chandler, “Bank Audit Committees: Requirements & Functions,” presented to the Examiners Forum, Conference of State Bank Supervisors, Phoenix, Arizona, June 27, 2005.

Chandler, “Director Duties and Liabilities,” presented to the CFO Exchange: Confronting Today’s Challenges to Your Bank’s Bottom Line, American Bankers Association, Chicago, Illinois, June 7, 2005.

Chandler, “Board Committees: Requirements, Structure & Function,” presented to the Directors Seminar, Conference of State Bank Supervisors, Coeur d’Alene, Idaho, October 9, 2004.

Chandler, “Corporate Governance in Action,” presented to the Directors Seminar, Conference of State Bank Supervisors, Coeur d’Alene, Idaho, October 8, 2004.

Chandler, “Comparison of the Sarbanes-Oxley Act and FDIC Requirements for Banks,” presented to the State Examiner’s Forum, Conference of State Bank Supervisors, Lake Tahoe, California, June 21, 2004.

Quoted in “The Director’s Job – Governance Attorney Sees S.O.X. From Second Viewpoint – His Own Bank Board,” ABA Bank Directors Briefing, January 2004.

Chandler and Riley, “FDIC and Sarbanes-Oxley Requirements for Community Banks: Code of Ethics and Audit Committee Charter,” presented to community bank directors in Boise, Pocatello, and Coeur d’Alene, Idaho, 2003, co-sponsored by the State of Idaho, Department of Finance.

Chandler and Riley, “Sarbanes-Oxley One Year Later,” presented to the Idaho Society of Certified Public Accountants, Southwest Chapter, 2003.

Chandler and Riley, “Sarbanes-Oxley Update,” presented to Southwest Idaho Industry, Education and Government Section of the Idaho Society of CPAs, 2003.

Chandler, Hardesty and Lawson, “Techniques to Recruit, Motivate and Retain Key Employees,” presented to the Young Presidents Organization of Idaho, February 2003.

Chandler and Collins, “Bank Directors’ Obligations and Potential Liability,” presented to Idaho Community Bankers Association, 2003.

Chandler and Collins, “Bank Directors’ Obligations and Potential Liability,” presented to Oregon Bank Directors College, 2002.

Panelist, “Overview of Sarbanes-Oxley Act of 2002,” presented to the Idaho Society of Certified Public Accountants, Inc., 2002.

Chandler and Collins, “Bank Directors’ Responsibilities In A Post-Enron World,” presented at the Conference of State Bank Supervisors (Bankers Advisory Board), 2002.

Chandler, “Construction Contracts, Plans, Delayed Performance, and Payment,” Idaho Construction Law: What Do You Do When . . . ?, 1992.

Chandler, “Working with Construction Documents: The AIA Documents,” and “AIA Contract Documents: Selected Issues,” Idaho Construction Law and Mechanics Liens, 1990, 1991.

Chandler and Comstock, “Mechanics Liens and Payment Issues,” Idaho Construction Law and Mechanics Liens, 1990, 1991.

Chandler and Comstock, “Idaho Mechanics Liens,” Construction Law and Mechanics Liens in Idaho, 1986, 1987.