Cyber-Graham Archive

Here you will find our most recent Cyber-Grahams authored by our attorneys:

Visioning

by Stephen M. Klein
January 10, 2012

A New Year - A New Order
As we embark on a New Year, take a journey with me and “envision” what can and may well be. Let your mind expand and free yourself of traditional thinking. What will the New Order look like in, say, 2020? Read more>>

Próspero Año Nuevo

by Stephen M. Klein
December 9, 2011
2011 in Review
As we approach a New Year and close 2011, it seems like a good time to reflect on this past year. In short, it was a mixed bag. We took a few steps forward and a few steps back, but there was clearly no rhythm or consistency in the economy, stock market, capital raises, or mergers and acquisitions. Read more>>

GOBBLE, GOBBLE

by Stephen M. Klein
November 21, 2011
Pac Man is Dormant
“Where have all the deals gone?” a colleague of mine asked. Well, so far in 2011 there have been just 140 whole bank deals and 88 FDIC-assisted deals done. The much ballyhooed consolidation of the banking industry predicted in the beginning of the year has yet to materialize … and Pac Man is asleep. Read more>>

Sick Leave in Seattle

by Adam S. Belzberg
November 2, 2011
The Seattle City Council recently passed an ordinance (Council Bill No. 117216) requiring most employers operating in Seattle to provide their employees with paid sick leave and paid “safe leave” (related to domestic violence, sexual assault, stalking, and other safety concerns) by September 1, 2012. Read more »

Possibilities

by Stephen M. Klein
October 19, 2011
Anything is Possible
With the recent passing of Apple icon Steve Jobs and all the articles and insights on this visionary, it made me think of what is possible. Steve Jobs’ biggest legacy may not be Apple, or the Mac, or the iPhone or iPad. His legacy may very well be his belief that anything is possible – with vision, imagination and persistence. Read more »

Supreme Court Clarifies Public Agency’s Duties to Search under the Public Records Act (PRA) and Discovery Obligations in PRA Litigation

By Judith A. Endejan
September 30, 2011
On September 29, 2011, the Washington Supreme Court issued an important Public Records Act case, Neighborhood Alliance of Spokane County v. County of Spokane (No. 84108-0). In this case the Court resolved several murky issues that have plagued PRA litigation, and soundly admonished public agencies to conduct “adequate” searches in response to PRA requests. Read more »

The Future is Now

By Stephen M. Klein
September 30, 2011
Rocky Mountain High
As I return from a visit with a bank in Denver, just on the eve of our annual CFO Conference, I realized that the future is now … not tomorrow or next year. We all must capitalize on the opportunities before us. Read more »

Viking Bank Announces Merger Agreement with AmericanWest Bank

By Stephen M. Klein, Kumi Yamamoto Baruffi and Casey M. Nault
September 9, 2011
Yesterday, our client Viking Bank, Seattle, WA, announced that it will merge with AmericanWest Bank, Spokane, WA, in an all cash transaction. Viking had approximately $400 million in assets at June 30, 2011. Read more »

Aloha and Mahalo

By Stephen M. Klein
September 8, 2011
Flying High
As I return from a brief vacation from guess where, I am reflecting back on the past year, the present and the future. While things are far from rosy in our economy, at least some positive things are happening. As former Seahawks Coach Chuck Knox (a/k/a Ground Chuck) used to say, “You’ve gotta play the hand you are dealt.” We are on the verge of announcing one whole bank deal (yes they are rare in the Northwest, but possible) and closing another significant capital raise. Read More >>

Time to Rise and Shine! The Sunrise Period Starts September 7, 2011 to Protect Owners’ Trademarks From Acquisition During the Adult Entertainment Industry .XXX Domain Name Launch

By Kathleen T. Petrich and Robert C. Cumbow*
August 19, 2011
On July 5, 2011, we let you know about a new .xxx top level domain name (“.tld”) that ICANN created for the adult entertainment industry. Nothing seems to get brand owners up in arms faster than finding that their brand is associated with an adult website. So, if you want to keep your valuable brand from being registered as a new adult entertainment .xxx domain name, now is the time to act. Read More >>

An Insider’s Guide to Mediation under Washington’s New Foreclosure Fairness Act

By Marisa Velling Lindell and Estera Gordon
August 18, 2011
The Washington State Foreclosure Fairness Act took effect on July 22, 2011. The following week the state Department of Commerce approved about 200 mediators to conduct mediations under the Act. Who are they? How were they selected? What do they know about residential real estate foreclosures? How will they decide whether the parties are mediating in good faith? What will happen in the mediation? Read More >>

RESPECT

By Stephen M. Klein
July 15, 2011
Hindsight Is 20/20
As I reflect back over the last 3+ years, it is clear that most of us missed the boat on (i) the recession; (ii) the length of the recession and (iii) the depth of the recession. While it would have been virtually impossible to predict (ii) and (iii), in hindsight we should have seen the makings of a serious economic slowdown. Read More >>

Brand Owners Beware of New Perils and Prepare for New Opportunities

By Kathleen T. Petrich and Robert C. Cumbow
July 5, 2011
Get ready for another domain name gold rush! New generic and branded domain names will soon be available--but this time there will be new challenges and significant costs associated with the process. Read More >>

Additional Insured Endorsements May Note Provide the Protection Intended

By Michael K. Fandel, Stephen H. Goodman, and Zachery R. Hiatt
June 20, 2011
Additional insured endorsements are commonly used in construction and other commercial contracts. They are typically combined with indemnification clauses to supply an added level of protection. To make sure an additional insured endorsement will provide the level of protection intended, parties should: (a) pay close attention to the terms of the contract describing the endorsement, and (b) make sure the endorsement issued matches the coverage specified in the contract. Read More >>

Fragile: Handle with Care

By Stephen M. Klein
June 6, 2011
As we slowly attempt to recover from the throes of the economic debacle in the West, it has become increasingly apparent that deals – whether they be mergers or financings – are fragile creatures. For every deal done, there are many that never get completed. Read More >>

Washington Limits the Immunity of Architect and Engineers against Construction Safety Claims

By Michael K. Fandel, Stephen H. Goodman, and Zachery R. Hiatt
June 6, 2011
In 1987, Washington’s legislation granted design professionals, and their employees, immunity from claims of professional negligence brought by workers injured during the course of a construction project, unless the design professional contractually assumed responsibility for job-site safety or actually exercised control over the portion of the site where the injury occurred. Read More >>

Should You Buy and Use Internet Keywords that Contain Your Competitor’s Brands?

By Kathleen T. Petrich
May 13, 2011
Businesses are buying up competitors’ brands as internet search terms or keywords (think Google “Ad Words” program) to get prominent search engine placement. We see this all the time where a consumer keys a branded search term into a search engine and gets a list of competitors under “sponsored links.” Read more>>

Dodd-Frank Rulemaking Part II: New Compensation Rule Proposals and More to Come

By Casey M. Nault
May 2, 2011
Overview
New rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act continue to be proposed on a rolling basis, including two recent rule proposals on compensation. The following is a summary of these proposals and a look ahead at the timeline for future compensation and governance rulemaking. Read more >>

The Role of the Board of Directors in Changing Times

By Stephen M. Klein
April 8, 2011
Evolution
Over the past three years during the financial crisis, the role of the Board of Directors has evolved to address changing times. In our frequent meetings with Boards of all sizes throughout the West, it is clear that there is some confusion on the appropriate role of directors in today’s environment. Read More >>

The M&A Explosion – When Will It Happen?

By Stephen M. Klein
February 1, 2011
For the last three years we have weathered an incredible economic storm. While the number of bank failures has been surprisingly low – 325 since January 1, 2008 – some more failures and significant consolidation seems yet to come. This was a key topic of conversation at the 2011 Bank Director Magazine Acquire or Be Acquired conference in which I just participated. Read more >>

Final SEC Say on Pay Rules: A Reprieve for Smaller Reporting Companies

By Casey M. Nault
January 31, 2011
On January 25, 2011, the Securities and Exchange Commission adopted final rules for “Say on Pay” and “Say on Frequency” votes under the Dodd-Frank Wall Street Reform and Consumer Protection Act, providing shareholders with an up-or-down non-binding vote on executive compensation and a separate non-binding vote whether to hold “Say on Pay” every one, two or three years. A major change in the final rules from the proposed rules is that “smaller reporting companies” (those with a public float of less than $75 million) have been given a two-year reprieve. Read more »

Perspective

By Stephen M. Klein
January 27, 2011
Last Friday I attended a memorial service for Pat Redmond, who was President and CEO of Viking Bank. The memorial service was an amazing celebration of Pat’s life – he was one of the “good guys” and the ceremony reflected that. The speakers were eloquent and poignant and made me think about what is important in life. Read more »

Supreme Court Holds that Third Parties Can Bring Claims of Associational Retaliation under Title VII

By Adam S. Belzberg and Aimee K. Decker
January 26, 2011
In a decision that could subject employers to more retaliation lawsuits, the U.S. Supreme Court has held that in certain situations, a third party, who was not personally discriminated against, may bring a retaliation suit under Title VII of the Civil Rights Act. read more »

It's A Jungle Out There

By Stephen M. Klein
January 10, 2011
As I return from an amazing trip to South Africa, including the experience of a safari, I can’t help but make the comparison between the world of community banking and the jungle. Obviously, the Kings of the Jungle are the regulators who roared very loudly in 2010 with their bank closures and administrative actions. Many bankers must feel like they are lost in the jungle and are prey for regulators and others. It truly is survival of the fittest. Read more »

Major Changes to Estate, Gift and Generation-Skipping Transfer Tax

By Rochelle L. Haller
December 21, 2010
On December 16, 2010, Congress passed the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010 (“TRUIRJCA”), which was signed into law by President Obama on December 17, 2010. The new - but temporary - tax law makes several important changes to the estate, gift and generation-skipping transfer (“GST”) tax regime. Read More.

What Is the Future Of Community Banking?

By Stephen M. Klein
December 9, 2010
During the past week, I attended a meeting with the OCC and the Oregon Bankers Association Winter Conference. One of the open themes of both meetings was “what is the future of community banking?” When the smoke clears, it seems clear that one of the most lasting legacies of the past 3-year financial debacle will be the consolidation of the banking industry, most heavily impacting community banks. Read more »

Year-End Action Items for Public Company Boards and Compensation Committees

By Casey M. Nault
December 3, 2010
Boards and Compensation Committees of publicly-traded companies always have much to consider as they approach year-end and the upcoming proxy season. This year, there are some notable new issues arising from the Dodd-Frank Act, but there are also a variety of issues under long-existing rules that can fall through the cracks. The following are some of the matters Boards and Compensation Committees should attend to as part of the year-end cycle. Read more »