Casey M. Nault
Practice Emphasis
Additional Practice emphases
Securities, Corporate Finance, Mergers & Acquisitions, Executive Compensation, Corporate Governance
BAR ADMISSIONS
California, 1997; District of Columbia, 2010; Washington, 2010
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Casey has a broad corporate and securities law practice, with a particular emphasis on public companies and the Federal securities laws. He regularly counsels boards and executives of public companies on SEC disclosure and compliance, executive compensation and corporate governance matters, and regularly serves as a panelist at securities law conferences. Casey’s experience in this area includes over five years as in-house securities counsel to two Seattle-based Fortune 500 companies, during which he counseled senior executive officers, attended Board committee meetings and served as secretary to a Board compensation committee.
Casey also regularly advises issuers and underwriters on public securities offerings, and has been counsel on a wide variety of Merger & Acquisition transactions, including both public and private mergers and stock or asset acquisitions. Casey’s experience also includes other strategic transactions such as joint ventures, private offerings of debt and equity securities, and assisting start-up companies with formation, structuring and raising seed and venture capital.
As noted above, before joining Graham & Dunn, Casey spent over five years as in-house securities counsel with two Fortune 500 companies. He practiced for his first six years with large global law firms in Los Angeles, California.
REPRESENTATIVE TRANSACTIONS
Corporate Finance Transactions -- Mature Companies
- Intermountain Community Bancorp private placement/PIPE of common stock (January 2012) (Company counsel)
- $20 million private placement and recapitalization of bank (Company counsel)
- Dividend recapitalization of private equity backed company (June 2011) (Company counsel)
- Sierra Bancorp $23 million registered direct offering of common stock (October 2010) (Placement Agent’s counsel)
- Columbia Banking System, Inc. $240 million underwritten public offering of common stock (May 2010) (Company counsel)
- Bank of Commerce Holdings $35 million underwritten public offering of common stock (March/April 2010) (underwriters’ counsel)
- Pacific Continental Corporation $48 million underwritten public offering of common stock (October 2009) (Company counsel)
- Columbia Banking System, Inc. $120 million underwritten public offering of common stock (August 2009) (Company counsel)
- Starbucks Corporation $550 million underwritten public offering of senior notes (August 2007) (in-house counsel)
- Northwest Pipeline Corporation (subsidiary of The Williams Companies, Inc.) Rule 144A $175 million senior note offering and subsequent registered exchange offer (March 2003) (Company counsel)
- Union Oil Company of California $400 million underwritten public offering of senior notes (September 2002) (underwriters’ counsel)
- Schuler Homes, Inc. Rule 144A $400 million senior and senior subordinated note offering and subsequent registered exchange offer (June 2001) (Company counsel)
Corporate Finance Transactions -- Venture Capital
- Series A, B and C rounds for Los Angeles-based consumer retail company (early 2000’s) (Company counsel)
- Series A and bridge financing for Los Angeles-based software company (early 2000’s) (Company counsel)
Mergers & Acquisitions
- Viking Bank merger with and into AmericanWest Bank in all cash deal (November 2011)
- Represented NYSE-listed IT services company in acquisition of a private company (August 2011)
- Lead in-house counsel for Starbucks on a series of M&A transactions (2005-2007)
- Represented international conglomerate in a series of private, closely-held company acquisitions throughout the United States (1998-2003)
- Represented financing source for leveraged buyout of public company through public tender offer (July 2003)
- Represented Schuler Homes, Inc. in $1.2 billion sale to D.R. Horton, Inc. in an SEC-registered merger (October 2001)
- Represented closely-held defense contractor in sale to public company (May 2001)
- Represented closely-held software company in sale to public company (July 2001)
- Represented Health Systems Design Corporation in sale to Perot Systems, Inc. (October 2000)
- Represented non-U.S. acquirer of a majority stake in a closely-held entertainment company (1999)
Other
- Reorganization and recapitalization of early-stage film and retail concept company (Fall 2009)
- Starbucks Corporation tender offer for underwater stock options filed with the SEC (temporary in-house counsel) (May 2009)
Presentations and Publications
Author, “Dodd-Frank Rulemaking Part II: New Compensation Rule Proposals and More to Come” Cyber-Graham (May 2, 2011)
Author, “Final SEC Say on Pay Rules: A Reprieve for Smaller Reporting Companies” Cyber-Graham (January 31, 2011)
Panelist, “Acquire or Be Acquired” M&A conference, Scottsdale, AZ (January 30, 2011)
Author, "Year-End Action Items for Public Company Boards and Compensation Committees" Cyber-Graham (December 3, 2010)
Faculty, Corporate & Securities Law Insights, Seattle (December 2, 2010)
Author, “Dodd-Frank Rulemaking Part I: SEC Proposes Say on Pay Rules for All Public Companies” Cyber-Graham (October 21, 2010)
Author, “Whose Proxy Statement? The SEC Adopts “Proxy Access” (September 1, 2010)
Author, “The Final Regulatory Reform Bill - The Fallout on Executive Compensation and Corporate Governance” Cyber-Graham (July 29, 2010)
Author, “Activists Get Their Wish: Financial Regulatory Reform’s Executive Compensation and Corporate Governance Provisions” Cyber-Graham (June 2, 2010)
Faculty, 2010 SEC Hot Topics Institute, Seattle (May 19, 2010)
EDUCATION
J.D., University of Southern California, 1997; member Southern California Law Review
B.A., University of Washington, 1993, with honors
Community Activities
Member of the Board of Trustees of Childhaven, a Seattle-based non-profit serving young children and their families to break the cycle of abuse and neglect (www.childhaven.org)
