Claire Rosston

Served as Idaho local counsel to WSP, a publicly-traded Canadian corporation, in its $1.78 billion acquisition of 100% of the outstanding stock of POWER Engineers, Incorporated, an Idaho corporation.

Served as U.S. counsel to SSR Mining Inc. in acquiring the Cripple Creek & Victor Gold Mine in Colorado from Newmont Corporation in an all-cash deal for $100 million in upfront consideration and up to $175 million in additional milestone-based payments.

Represented The Masonry Center, Inc. in the acquisition of the historic Table Rock sandstone quarry and its related fabrication operations through the Masonry Center’s affiliate Table Rock Sandstone, LLC.

Represented aggregates and construction businesses in transactions on both sides of the Mississippi River.

Represented Destination Pet in its $45 million acquisition of the assets of Veterinary Care, Inc (d/b/a VitalPet) administered under Section 363 of the Bankruptcy Code.

Represented Destination Pet in its $70 million stock sale to L1 Health.

Led team representing Destination Pet in acquiring dozens of veterinary hospitals and pet care facilities nationwide.

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.

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

Represented the University of Idaho Foundation, Inc. merging the Advancement division of the University of Idaho into the Foundation, more than quadrupling the size of the Foundation.

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.

Represented large corporation on governance, legal compliance, and liability protection matters related to acquisition of commercial real estate business in connection with collection of judgment awarded to the corporation.

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.

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.