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Claire Rosston

Partner

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

Claire counsels businesses on their strategic growth initiatives and develops efficient systems for managing the businesses’ full spectrum of legal needs.

Claire represents growing businesses in their acquisitions and development of new facilities and counsels them on matters ranging from governance and compliance to vendor management and commercial contracting. She effectively builds teams to support the full spectrum of her clients’ legal needs, including in real estate and financing, federal and state tax, labor and employment, employee benefits, and intellectual property.

Additionally, Claire has significant experience in the animal health industry and is a co-leader of the firm’s Pet Care Industry Group. She serves as outside corporate counsel to a leading consolidator of veterinary hospitals and pet care centers and supports its expanding legal department across all aspects of the business’s operations.

In conjunction with her clients’ strategic business pursuits, Claire also advises on data privacy and security matters, including compliance and data breach counseling.

Experience

Pet Care
  • Site and facility acquisition and development
  • Corporate governance and compliance
  • Vendor management
  • Commercial contracting
Mergers, Acquisitions, and Corporate Reorganizations
  • Stock, asset, and membership interest transfers
  • Financings
  • Legal opinions
  • Real estate
  • Aircraft purchase
Commercial Contract Drafting and Negotiation
  • Master services agreements
  • Product sales agreements
  • Distribution and sales representative agreements 
  • Professional services and employment agreements
  • Nondisclosure agreements
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
Data Privacy and Security
  • Incident response
  • Data breach notifications
  • Website and mobile application terms and conditions and privacy policies
  • Data privacy and security counseling
  • Contract drafting and negotiation

Client Results

Mergers, Acquisitions, and Reorganizations
  • Represented Destination Pet in its $45 million acquisition of the assets of Veterinary Care, Inc (d/b/a VitalPet).

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

  • Led team representing Destination Pet in acquiring more than a dozen veterinary hospitals and pet care facilities in Arizona, California, New Jersey, New York, North Carolina, South Carolina, and Texas.
  • 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 and Data Privacy
  • 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
  • Advised on compliance and regulatory matters related to management of veterinary professional organizations
  • 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.

Industries

News

Publications

Speaking Engagements

Education

Bar Admissions

Recognition

  • Chambers USA: America's Leading Lawyers for Business, Corporate/Commercial, Up and Coming, 2021
  • Chambers USA: America's Leading Lawyers for Business, Corporate/Commercial, Associates to Watch, 2020
  • Idaho Business Review, Leaders in Law, 2017

Professional and Civic Affiliations

  • Governing Council of the Business and Corporate Law Section, Idaho State Bar, Vice Chair 2014, Chair 2015, Immediate Past Chair 2016
  • Idaho State Bar, Member
  • American Bar Association, Member
  • American Veterinary Medical Law Association, Member
  • Idaho Botanical Gardens, Board Member
     
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