Susan S. Schalla
Susan Schalla, an associate, joined Carney Badley Spellman in 2012. Ms. Schalla's practice focuses on corporate and business law, estate planning and probate, and tax planning. Ms. Schalla holds an undergraduate degree from the University of Chicago, law degree from UCLA School of Law, and a LL.M. in Taxation from New York University School of Law.

Corporate and Business Law

Ms. Schalla advises corporations, LLCs and partnerships with regard to entity formation and structuring, partnership and shareholder agreements, contract negotiation, traditional bank financing and mezzanine debt, and mergers and acquisitions. She has experience with stock sales and asset purchases for businesses valued at up to $450 million. She also counsels business owners on succession planning, implementing strategies to transition ownership to family members or key employees. Businesses represented include architects, contractors, real estate developers, medical device companies, yacht manufacturers, software development companies, marine transportation companies, insurance brokers, and private equity groups.

Estate Planning and Probate

Ms. Schalla applies her knowledge of business, tax, and real estate matters to provide quality legal service for her estate planning and probate clients. Ms. Schalla counsels individuals and business owners regarding estate planning issues, including tax matters and charitable giving. She drafts wills and trusts designed to provide flexibility and tax advantages in post-mortem planning. Ms. Schalla has created private foundations and family LLCs, and she has handled the probate administration of both small and large estates.

Tax Planning

Ms. Schalla analyzes and structures merger and acquisition transactions to provide the best possible economic results. Ms. Schalla works with clients to create equity compensation plans designed to attract and retain key management personnel, including restricted stock, phantom stock or LLC unit plans. She analyzes employment agreements and separation agreements for non-qualified deferred compensation tax issues.

Ms. Schalla has substantial experience counseling nonprofit organizations regarding formation, structuring, fiscal sponsorship arrangements, tax exemption, governance best practices, mergers and dissolution. She has drafted many successful applications for federal tax exemption, as well as IRS letter ruling requests on behalf of taxable and exempt entities. Ms. Schalla has authored articles and has given presentations on topics relevant to nonprofit organizations, including at the Washington State Nonprofit Conference.

Ms. Schalla was previously an associate with the law firms of Davis Wright Tremaine and Bingham McCutchen. During law school, Ms. Schalla completed a specialization program in corporate law.


  • BA, University of Chicago, 1997
  • JD, University of California at Los Angeles School of Law, 2003
  • LL.M, New York University (Taxation), 2006

Bar Admissions

  • Washington, 2006
  • California, 2003


  • Co-author, "Corporate Governance Implications of Nonprofit Executive Compensation," American Health Lawyers Association (Washington, D.C.), March 2009

Professional Associations and Civic Activities

  • Member, Washington State Bar Association (Tax Section and Real Property, Probate and Trust Section)
  • Member, American Bar Association (Real Property, Probate and Trust Section)
  • Edmonds Library Board member, City of Edmonds
  • Board Member of One Reel
  • Member, Rotary Club of Seattle

Contact Info

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