ATTORNEYS

Todd Mitchell is Managing Partner of Ater Wynne, where he has practiced since 2011. Todd focuses his practice on the representation of closely held and family-owned businesses in a variety of industry sectors including coffee, food products, transportation, apparel, restaurants and sporting goods companies. He also works with high-net worth individuals and family offices, as well as professional service firms such as engineers, architects and accountants. He takes an integrated and practical, common sense approach in helping clients strategically plan for the future while appropriately managing their legal risk in order to help them accomplish their short and long term business and personal goals.

Todd especially enjoys working with family-owned companies, companies going through a generational transition or a transition to professional management, or those looking to position their company for sale or growth through an equity event. In so doing he focuses on the client’s goals, working collaboratively with the client’s other professional advisors to make sure that the client or ownership group’s over-arching objectives are achieved.

Todd counsels his clients with respect to entity formation, corporate governance, mergers and acquisitions, product development and distribution, corporate finance, executive compensation and all manner of business concerns. Through his involvement in Multilaw, an international network of law firms, he has an extensive association of international legal contacts through which he is able to provide his clients competent and reliable legal representation in 60 countries and major commercial centers around the World.

Todd is experienced with litigation, and as outside general counsel to his clients, he regularly manages litigation matters involving business torts, shareholder disputes, freeze-out claims, trademark and copyright infringement and related matters. He also has substantial experience working with owners of closely-held businesses resolving governance disputes, breach of fiduciary duty claims, director deadlock and other corporate governance and partnership matters. He knows how litigation can be used to effectively move these disputes to resolution, and also when litigation would not be productive and a business solution will more quickly accomplish the client’s goals.

Todd is listed in Best Lawyers in America (Closely Held Companies & Family Business Law and Commercial Litigation), and has also been named to the Oregon Super Lawyers list from 2014 through 2018.

Professional Experience

• Ater Wynne LLP, Portland, Oregon, Managing Partner, 2015 to Present; Partner, 2011 to present
• Bullivant Houser Bailey, Attorneys at Law, Vancouver, Washington, Shareholder, 1999 to 2011
• Oregon State Tax Court, Judicial Clerk to the Honorable Carl N. Byers, 1997 to 1999

Education

• Willamette University College of Law, J.D., 1997
• Montana State University, Billings, MT, B.A., 1994

Admitted to Practice

• Oregon
• Washington
• U.S. District Court, District of Oregon
• U.S. District Court, Western District of Washington
• United State Tax Court

Professional Activities

• Oregon State Bar
• Washington State Bar, member, Corporate, Intellectual Property & Business Law Sections
• Multnomah County Bar Association
• Clark County Bar Association
• American Bar Association
• The Lawyers Campaign for Equal Justice, member, Large Firm Committee
• Friends of the Children, Board of Directors

Representative Matters

• Outside general counsel to Boyd Coffee Company, a 117 year-old family owned coffee company doing business throughout the U.S. and internationally. Areas of advice includes all manner of distribution agreements, employment matters, intellectual property concerns, contract disputes, finance, banking, etc.
• General counsel and deal counsel to Tillamook Country Smoker, Inc. in the sale of its multi-generational 40+ year old family business to Insignia Capital Group, a Bay Area private equity firm.
• Resolution of combative shareholder deadlock in closely held apparel company without litigation.
• Negotiated buyout of 1/3 owner of multi-generational family owned business on behalf of sibling who was being frozen out of the business by two other siblings.
• Negotiation and documentation of purchase of ocean-front view property in Santa Barbara, California, coordination of all aspects of architecture and engineering to manage construction of multi-million private residence.
• Advised professional engineering and associated services firm on employee stock plan, executive compensation plan and shareholder transition plan.
• Drafted licensing agreements, distributor and manufacturing agreements, and general corporate counsel for snowboard apparel manufacturer.
• Negotiated international distributor agreement between U.S. importer and seller of well product technologies and Australian manufacturer.
• Borrower counsel for $28 million credit facility and real estate loan refinance.
• Negotiated franchise and distributor agreement for U.S. importer/distributor of soapstone stove manufacturer based in Finland.
• Successfully defended the Estacada School District in the Oregon Tax Court from lawsuit alleging the School District improperly and unconstitutionally imposed a $16 million school assessment levy.
• On appeal to the Washington Department of Revenue, obtained significant reduction in Business & Occupation Tax assessment for Oregon manufacturer.
• Represented international manufacturer of in-wall heating devices in risk management through the development of vendor and supplier forms of agreement, standard warranty and customer service agreements, contract management protocols and purchase order terms and conditions.
• Represented multi-owner inter-generational engineering and land use firm in the successful implementation of corporate governance procedures and protocols.
• Represented closely held manufacturer of dry beverage mixes in the financing and development of a $4.5 million manufacturing facility.
• Represented international fair-trade, organic coffee importer and retailer in development of foundation for charitable giving.
• Represented Oregon forest products company in developing business protocols to minimize exposure and liability for Washington state tax liability associated with activities in Washington.
• Represented owner of closely held company in the purchase of animal feed mill including assessment and evaluation of environmental contamination issues.
• Represented numerous small business owners in the purchase or sale of their business, negotiation and documentation of leases, permitting, licensing, tax issues, independent contractor agreements and all other business documents.
• Represented employers and businesses in drafting non-compete, confidentiality and non-solicitation agreements in the course of merger negotiations.