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Richard B. Dodd  Partner
Seattle  +1.206.370.5790
Fax +1.206.370.6048
rick.dodd@klgates.com Add to Outlook Contacts


Areas of Practice • Representative Experience • Bar Admissions • Education • Achievements

Areas of Practice

Mr. Dodd has extensive experience in mergers and acquisitions, corporate governance and planning, tender offers, securities offerings, financings, divestitures, spin-offs, and joint ventures and business organizations and restructurings.

Among the public companies that he has represented in mergers and acquisitions, securities, financing, corporate governance, general corporate and tax matters are:   Microsoft, TrueBlue (formerly Labor Ready), Starbucks, T-Mobile (formerly VoiceStream), Western Wireless, Penford,   Expedia, Univar, Flow International, Fluke, Heart Technology, INTERMEC, MidSouth, and Physio-Control.

Mr. Dodd also served on the Board of Directors and as chair of the holding company of Attenex Corporation prior to its sale to FTI Consulting, Inc.

Representative Experience
Public Company Acquisitions and other Transactions
  • Dutch Tender Offer by Microsoft for $20 billion shares of its common stock
  • Acquisition of Vicinity in cash merger by Microsoft ($105 million)
  • Exchange offer for Navision A/S by Microsoft ($1.3 billion)
  • Disposition of Microsoft’s interest in Expedia via a tax-deferred recapitalization with USA Networks ($1.1 billion)
  • Acquisition of Great Plains Software by Microsoft in tax-free reorganization ($1.4 billion)
  • Acquisition of VoiceStream Wireless by Deutsche Telekom AG ($32 billion)
  • Acquisition of Powertel by VoiceStream Wireless in a tax-deferred reorganization ($7.1 billion)
  • Acquisition of Aerial Communications by VoiceStream Wireless in a tax-deferred reorganization ($5 billion)
  • Acquisition of Visio by Microsoft in a tax-free reorganization ($1.4 billion)
  • Acquisition of WebTV Networks by Microsoft in a tax-deferred recapitalization utilizing exchangeable shares ($425 million)
  • Acquisition of Intuit by Microsoft in a tax-free reorganization qualifying as a pooling of interest for accounting (terminated)
  • Tender offer for Univar by Royal Pakhoed, N.V. followed by a cash merger
  • Acquisition of SOFTIMAGE by Microsoft pursuant to an arrangement under Quebec law structured to qualify as a pooling and tax deferred for Canadian and U.S. tax purposes
  • Acquisition of MidSouth by Kansas City Southern Industries in a cash merger requiring approval by the Interstate Commerce Commission
  • Tender offer for INTERMEC by Litton Industries
  • Merger of Momentum and Phillips & Jacobs to form PrimeSource in a tax-free reorganization
  • Disposition of Speiden Island by Alaska Northwest Properties via spin-off of other assets in a limited liability company followed by a cash merger with Under the Radar
Private Mergers & Acquisitions – Microsoft
  • Acquisition of Navic Systems, Inc
  • Acquisition of Softricity
  • Acquisition of Sybari Software
  • Acquisition of GIANT Company
  • Acquisition of PlaceWare
  • Acquisition of Connectix
  • Acquisition of Ensemble Studios
  • Acquisition of nCompass Labs
  • Acquisition of Design Intelligence
  • Acquisition of Digital Anvil
  • Acquisition of WebAppoint
  • Acquisition of Hotmail
  • Acquisition of LinkExchange
  • Acquisition of iCommunicate Holding
  • Sale of interest in DreamWorks Interactive to Electronic Arts
  • Sale of interest in TransPoint to Checkfree Corporation
  • Acquisition of MongoMusic
  • Acquisition of Pacific Microsonics
  • Acquisition of eLabor
  • Acquisition of SignalCom
  • Acquisition of CompareNet
  • Acquisition of Jump Networks
  • Acquisition of Access Software
  • Acquisition of Virtual World Entertainment
  • Sale of Sidewalk.com to Ticket Master CityScapes
  • Acquisition of Mesa Group in a cash merger
  • Acquisition of Flash Communications
  • Acquisition of VXtreme
  • Acquisition of NetCarta and related investment in CMG (parent of NetCarta)
  • Acquisition of Interset
  • Acquisition of Dimension X
  • Acquisition of Vermeer Technologies
  • Acquisition of eShop
  • Acquisition of substantially all assets of Electric Gravity
  • Tender offer for EXOS
  • Acquisition of Aspect Software Engineering
  • Acquisition of Colusa Software
  • Acquisition of substantially all assets of Bruce Artwick Organization (including “Flight Simulator”)
  • Acquisition of Blue Ribbon SoundWorks in a cash merger
  • Acquisition of Dare to Dream Intertainment in a tax-free reincorporation with deferred earn out provisions
  • Acquisition of One Tree Software
  • Acquisition of Altamira Software Corporation
  • Acquisition of U.S. and foreign Fox Software companies
Other Private Mergers and Acquisitions
  • Acquisition of Personnel Management, Inc. by TrueBlue, Inc.
  • Acquisition of CLP by TrueBlue, Inc.
  • Acquisition of Spartan Staffing by TrueBlue, Inc.
  • Acquisition of Yupi Internet Inc. by T1MSN
  • Acquisition of GTE Wireless assets (Cincinnati) by VoiceStream Wireless in divestiture by Verizon Wireless
  • Acquisition of Seattle Cold Storage facilities from Schnitzer investments by SCS Holdings
  • Acquisition of Travelscape by Expedia
  • Acquisition of VacationSpot by Expedia
  • Acquisition of Tuttle Decision Systems by HomeAdvisor
  • Sale of controlling interest in Applied Power to an affiliate of Idaho Power Company
  • Acquisition of Starbucks Coffee Company by Il Giornale (nka Starbucks Corporation)
Public Offerings
  • Option Transfer Program by Microsoft ($17 Billion registration and tender offer)
  • Representation of Coastal Villages in financings by American Seafoods
  • Preferred share offering by Microsoft ($ 1 Billion)
  • Initial public offering by Expedia
  • Initial public offering by Microsoft
  • Three public offerings by INTERMEC
  • Initial public offering by Starbucks
  • Shelf offerings by Western Wireless
Spin-offs
  • Spin-off of Univar NV from Royal Vopak NV
  • Tax-free spin-off of Momentum as a new public company by VWR Corporation and related financings
  • Tax-Free spin-off of VoiceStream Wireless as a new public company by Western Wireless
  • Tax-free spin-off of VWR as new public company by Univar and related financings
  • Tax-free spin-off of PENWEST as new public company of Univar and related financings
  • Transfer of miscellaneous properties to a limited liability company and spin-off to shareholders by Alaska Northwest Properties
Joint Ventures, Investments, and other Transactions
  • Buy-out of Cingular Wireless Interest in joint venture with T-Mobile (formerly VoiceStream Wireless ($2.5 Billion)
  • Formation of joint venture between VoiceStream Wireless and Cingular Wireless to provide services in New York, California and Nevada markets
  • Formation of Holding Companies for Cook Inlet/VoiceStream Wireless joint ventures
  • Formation of Avenade by Microsoft and Andersen Consulting
  • Formation of HomeAdvisor by Microsoft and investments by Chase affiliates and RFC/GMAC
  • Investment in Facebook by Microsoft
  • Investment in Groove Networks by Microsoft
  • Investment in EnCompass by Microsoft
  • Investment in Nextel by Microsoft
  • Investment in Expedia by Technology Crossover Venture
  • Investment in Winstar Communication by Microsoft
  • Investment in Teligent by Microsoft
  • Investment in and strategic relationship with Best Buy by Microsoft
  • Investment in Content Commerce by Microsoft
  • Investment in FutureLink by Microsoft
  • Investment in CAIS Internet by Microsoft
  • Investment in Digex by Microsoft
  • Investment in Intertainer by Microsoft
  • Investment in WebAppoint.com by Microsoft
  • Investment in CommVault Systems by Microsoft
  • Investment in 2nd Century Communications by Microsoft
  • Investment in GigaMedia by Microsoft
  • Investment in Mesat by Microsoft
  • Investment in BET.com by Microsoft
  • Investment in SeaChange International by Microsoft
  • Investment in SRL Labs by Microsoft
  • Investment in Concentric Networks by Microsoft
  • Investment in Wink Communications
  • Investment in Qwest Communications International. by Microsoft
  • Investment in Apple by Microsoft
  • Formation of Wireless Knowledge by Microsoft and Qualcomm
  • Formation of DreamWorks Interactive by Microsoft and DreamWorks SKG
  • Investment in Natural Languages by Microsoft

Bar Admissions
  • Bar of Washington
Education
  • LL.M., New York University School of Law (1971) Taxation
  • J.D., University of Washington School of Law (1970)
  • B.S., University of San Francisco (1967) Business, Beta Gamma Sigma
Achievements
  • Listed in The Best Lawyers in America (Corporate, Mergers & Acquisitions and Securities)
  • Listed in “Chambers USA: America’s Leading Lawyers for Business”
  • Named to Lawdragon’s 500 Leading Dealmakers in America
  • Named “SuperLawyer,” Washington Law & Politics
  • Listed in Legal 500 United States

 


PRACTICES & INDUSTRIES
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Corporate Governance
Employee Benefits
Executive Compensation
Mergers & Acquisitions
Securities
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