Phone 208.344.6000 Email info@hawleytroxell.com
     

Thomas Chandler

Partner
PHONE 208.388.4805   FAX 208.954.5209   EMAIL tchandler@hawleytroxell.com

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.


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.


Practice Areas

Education

Law School: University of Chicago Law School, J.D., 1979

Undergraduate: Stanford University, B.A., Philosophy, with honors, 1976; Worcester College, Oxford University, 1974; Boise State University, 1971-1972

Community Activities

Parks & Recreation Commission, City of Boise, Idaho, member, since 2003 and President, 2008-2009

American Veterinary Medical Law Association, president-elect and president, 2009-2010 and 2010-2011

Syringa Bank, founder and director, 1996-2010, Syringa Bancorp, 2005-2010, and Governance and Personnel Committee Chair, 2007-2010

St. Michael’s Episcopal Cathedral, Chancellor, since 1996

American Arbitration Association, National Panel of Arbitrators, since 1981

Numerous civic and professional organizations.

 



Main Office: 877 W Main Street, Ste 1000, Boise, Idaho 83702   208.344.6000   info@hawleytroxell.com
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