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Claire Rosston

Associate

800 W. Main Street, Suite 1750, Boise, ID 83702

Claire Rosston provides strategic counsel to companies in a wide range of commercial transactions, from complex deals involving asset and equity sales and purchases, real estate, and secured financing to contract negotiation and drafting.

She also assists clients with cybersecurity matters, corporate governance, and forming business entities.

Claire previously practiced law in Anchorage, Alaska, primarily representing Alaska Native corporations and companies in the natural resources industry, and she served as a law clerk to retired Chief Justice Dana Fabe of the Alaska Supreme Court.

Experience

Mergers, acquisitions, and corporate reorganizations

  • Stock, asset, and membership interest transfers
  • Financings
  • Legal opinions
  • Real estate
  • Aircraft

Commercial contract drafting and negotiation

  • Master services agreements
  • Product sales agreements
  • Distribution and sales representative agreements 
  • Professional services and employment agreements
  • Nondisclosure agreements

Cybersecurity

  • Incident response
  • Data breach notifications
  • Website and mobile application terms and conditions and privacy policies 
  • Cybersecurity contract drafting and negotiation
  • Payment card industry issues, including PCI-DSS and PA-DSS

Corporate governance and business formation

  • Fiduciary breach investigations
  • Governance policies and procedures
  • Formation of corporations, LLCs, PLLCs, and LLPs
  • Formation of nonprofit corporations and preparation of federal tax exemption applications
  • Ownership interest transfer restrictions

Client Results

Mergers, Acquisitions, and Reorganizations
  • Represented shareholders of target company in a $90 million stock sale with a Section 338(h)(10) election from the beginning stages of negotiating nondisclosure agreements with potential buyers in two rounds of bidding, through the antitrust clearance process, to closing the deal nearly a year later.

  • Led team of attorneys representing more than 20 shareholders of target company in a $55 million stock sale with complex earn-out and indemnification terms.

  • Implemented the reorganization of seven affiliated businesses in coordination with an investment transaction and wealth transfer plan that involved more than 70 steps over a three-week period and buyouts of third parties.

  • Led team comprised of a number of client's executives and consultants to close a complex aircraft delivery and registration transaction, which involved formation of a trust and a limited liability company, preparation of an aircraft lease and operating agreement, and resolution of tax issues in multiple states.

  • Represented international company in reorganization of U.S. subsidiaries and transfers of royalty and security interested that involved several legal opinions and a multinational financing transaction.

Cybersecurity
  • Represented clients in incident response for cybersecurity breaches involving multi-state breach notifications.

  • Drafted and negotiated cybersecurity provisions of contracts with customers and service providers, including cybersecurity firms.

  • Advised clients of legal requirements under applicable data security and privacy laws and of best practices to comply with these laws and manage cybersecurity risk.

  • Drafted online website and privacy policies for clients in a wide range of industries and some of which have end-users who are children or located outside of the U.S.

Corporate Governance and Business Formation
  • Investigated the circumstances involving the procurement of services from a vendor affiliated with a member of the client’s board of directors and provided comprehensive recommendations regarding improving the client’s corporate governance and its policies concerning conflict of interest and procurement.

  • Advised on issues related to breaches of fiduciary duties and other corporate governance matters implicated in investigation of billing discrepancies by a company’s vendor owned by a family member of the company’s president.

  • Advised clients on corporate governance matters, including best practices with respect to record keeping, meeting minutes, and written resolutions, indemnification of officers and directors, confidentiality agreements and policies, and policy and procedure manuals for governing bodies.

  • Formed, drafted, and advised on governing documents for corporations, limited liability companies, professional limited liability companies, limited liability partnerships, and nonprofit corporations, and assisted nonprofit corporation with its federal tax exemption application.

Commercial Contracting
  • Developed and standardized templates for third-party vendor contracts, including master services agreement, master software as a service agreement, and master agreements for hosting services, and advised on policies and procedures for vendor contract management.

  • Negotiated hundreds of nondisclosure agreements in conjunction with financing or acquisition transactions or for clients with valuable intellectual property.

News

Publications

Speaking Engagements

Education

Bar Admissions

Recognition

  • Idaho Business Review, Leaders in Law, 2017

Professional and Civic Affiliations

  • Governing Council of the Business and Corporate Law Section, Idaho State Bar;Immediate Past Chair 2016; Chair 2015; Vice Chair 2014
  • Idaho State Bar, 2013–present, Member
  • American Bar Association, 2013–present, Member
     
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