Jordan Ramis pc. Attorneys at law
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About

Ed Trompke has represented businesses and business owners in all aspects of business, from the startup of new companies to hiring and retaining qualified employees, acquiring other companies, and selling the business and distributing the net proceeds to shareholders in liquidation.

Organizing Businesses

Ed has creatively solved the problems of business organizations to suit a variety of business needs. Ed's experience includes two years with the State of Oregon Securities Division, reviewing business plans to approve sale of securities to the public by small and large businesses. Ed has advised clients and prepared documents to start and grow businesses, dealing with such matters as:

  • Equity financing from private and institutional sources
  • Debt financing
  • Leveraged acquisitions
  • Choosing business entities to suit the unique needs of each business including:
    • Limited liability companies
    • Limited liability partnerships
    • C corporations
    • S corporations
    • Cooperative corporations
    • Professional corporations

Each type of business entity has different liability and tax benefits and burdens. Ed helps business owners choose the best entity to suit their needs, now and for the future.

Acquiring and Retaining Employees

Ed advises his business clients regarding:

  • Incentive stock options
  • Nonqualified stock options and grants
  • Stock appreciation rights (phantom stock)
  • Agreements for employees
  • Independent contractor agreements

Acquisitions of Businesses

Ed has represented many individuals and entities in the acquisition of other businesses or business assets. He has assisted clients regarding:

  • Negotiating terms
  • Due diligence
  • Financing the acquisition
  • Financing continuing operations
  • Planning for contingent liabilities
  • Retaining key employees

Many transactions can be structured to take advantage of tax benefits. Such transactions involve a cooperative effort between the accountants or other tax advisers and counsel. Ed has worked with companies' tax advisers to structure a variety of tax-advantaged transactions.

Sale of Businesses and Succession Planning

Every business owner needs an exit strategy that will provide for leaving the business, whether through sale or transfer to other owners or employees. Ed has negotiated the terms of sale of a variety of businesses and has preplanned such transactions through the use of buy/sell agreements and other contractual succession mechanisms. In addition, Ed coordinates with estate planning counsel to minimize tax liability upon death of the business owner.

Family Businesses

Ed grew up in a family-owned business and understands the unique concerns of family members who work together. Ed has advised many family-owned businesses to minimize conflicts, maximize productivity, and carry out the intentions of the business owners.

Government Regulation

Ed's experience with municipal regulatory matters began early in his law career when he was a member of the State of Oregon's Department of Commerce. While with the state, Ed spent much of his time streamlining regulations in the areas of financial fraud, mortgage lender regulation, and investor disclosure. He understands how to work with and through the myriad of rules and regulations that the various levels of government have adopted.

Real Estate and Development Law

  • Formation of entities most appropriate for client needs and plans
  • Negotiating and arranging financing for purchase of properties and construction of improvements
  • Structuring 1031 exchange transactions to comply with tax requirements on simple, multiple and development property exchanges
  • Removing clouds on title
  • Creation of easements, including open space easements, access easements, and well and water easements
  • Covenants, conditions, and restrictions for residential and commercial projects
  • Condominium approvals
  • Row house approvals
  • Zoning variances
  • Conditional use approvals
  • Cotenancy agreements
  • Financing property development
  • Commercial and industrial leases
  • Office and commercial development approvals

Securities

  • Litigation of fraud market claims
  • Litigation of unregistered sales claims
  • Litigation of TIC disclosure and compliance
  • Regulation of issues, Brokers, and Real estate paper generally
  • Private placements of securities
  • Regulatory compliance of TICs

Education & Admissions

Education:
  • B.S. Portland State University, 1979
  • J.D. Northwestern School of Law, Lewis & Clark College, 1984
  • Lecturer, Continuing Legal Education and Public Seminars
Admissions:
  • Admitted to practice in the State of Oregon before U.S. District Court, District of Oregon; Oregon Supreme Court

Certifications

Memberships & Activities

  • Member, Westside Economic Alliance; Executive Committee and Board; Government Affairs Committee Chairman; Past President
  • Executive Committee, Westside Economic Alliance, 2007-09
  • Member, Oregon State Bar, Sections on Business; Constitutional Law (Executive Committee 2003-present); Real Estate and Land Use, and Securities Section (former Executive Committee Member)
  • Member, Home Builders Association of Metropolitan Portland (Chair, Government Affairs and Legal Action Committee, 2004)
  • Former Member, Metro Technical Advisory Committee, 2004-06 (alternate 2005)
  • Former Chair, Metro Natural Hazards Committee, 1998-2000

Awards and Honors

Publications

Articles

Presentations

  • "Structuring and Drafting the Acquisition Agreement" April 28, 2014, National Business Institute

Practice Overview

Practice Areas

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Case Studies