Susan S. Schalla (206) 607-4148 Assistant: Anne Gutches (206) 607-4181

Business Counseling & General Corporate | Mergers & Acquisitions | Startups |  State & Federal Tax Law | Estate Planning & Probate

Ms. Schalla went to law school knowing she wanted to be a business attorney.  She enjoys working with entrepreneurs who create a positive economic impact by transforming an idea into an employer.

Susan has extensive experience in mergers & acquisitions on both the buy-side and sell-side, having successfully closed transactions with enterprise value up to $460 million.  She has represented private equity firms in acquiring and selling portfolio companies, and has represented businesses in manufacturing, software, food and beverage, telecommunications, retail, consulting and professional services, and other industries.  Susan counsels business owners through the sale process, weighing the practical risks and benefits of key legal points.  She strives to be both an effective and diplomatic negotiator, protecting her clients’ interests while understanding that, in some major business transactions, the parties may need to maintain an ongoing constructive working relationship.

Susan acts as general counsel for family businesses as well as high-growth startups.  She advises entrepreneurs from the earliest stages of company formation, through fundraising efforts, and helps them navigate the business and regulatory environments as their companies scale.  Susan works to keep each of her business clients fundable and acquirable, so they can seize opportunities as they arise. She helps business owners create business succession plans, transition ownership to employees and make other strategic business changes.

After law school, Susan also earned an advanced degree in tax law.  Because many business decisions are either tax-driven or can have tax impacts that directly affect the bottom line, she adds value by advising businesses on the tax issues inherent in choice of entity, equity compensation, and transaction structuring.  In addition, Susan structures cross-border business expansion into the U.S. and investments in U.S. companies.  While other firms need to staff deals with a business attorney and separate tax attorney, Susan efficiently handles both business and tax issues.

In addition to her business practice, Susan has prior experience in estate planning and probate administration, which allows her to spot a variety of issues and provide more holistic legal advice to business owner clients.  

Susan was previously an attorney with the law firms of Davis Wright Tremaine in Seattle and Bingham McCutchen in Los Angeles.

Susan helped Ecoservice establish operations and rapidly expand throughout the USA, growing from concept to 170 employees operating in 4 markets across the country in just under 1 year.  She showed her understanding for startup environments through her responsiveness and timeliness on all deliveries as we scaled.  Susan created a system to respond to all of our business needs within her network of colleagues at Carney Badley Spellman and other firms across the country for any topic we came across and always delivered exceptional work.  I would highly recommend Susan to any startup or high-growth company looking for a true partner through your journey.  William Tang, Co-Founder & CEO, Ecoservice.

We were extremely pleased with our experience working with Susan Schalla and Zach Haveman. They work smart and efficiently and have great expertise in the M&A arena. I would highly recommend this team.”  Rachelle Yowell, CEO, Celerity Consulting Group.

Outstanding firm! Professional, friendly and pragmatic business firm with good experience in tech startup and M&A. Susan Schalla and Zach Haveman represented my company in a transaction w/a top-200 firm on the other side. We got the first-class treatment working a deal through to the holidays and I couldn’t have been happier.” Peter Curran, CEO, Cirrus10.

“[Susan] took the time to explain the benefits and risks for selecting the type of corporation formed and tax consequences. Overall, I am really pleased with my experiences. It’s nice to know I have a place to go when I need it.”  Angela Stugren, CEO, Cloutera

Education

Bar Admissions

  • California, 2003
  • Washington, 2006

Representative Transactions

  • Represented Celerity Consulting Group, LLC, a leading provider of information management services for utilities, state governments, law firms and corporations, in its recapitalization by Hastings Equity Partners
  • Represented Déjà vu Security, specializing in security design and testing of enterprise software platforms and internet of things technologies, in its acquisition by Accenture
  • Represented Johansen Construction Company, an essential infrastructure and heavy civil construction company, in the sale of a majority interest to Ukpeaġvik Iñupiat Corporation (UIC), an Alaska Native Corporation
  • Represented private equine veterinarian practice in acquisition by NVA (National Veterinary Associates, Inc.)
  • Represented private buyer in acquisition of assets from Basta, Inc., a manufacturer of boat lifts
  • Represented Grant Peak Capital in the recapitalization of Salumi Artisan Cured Meats, LLC
  • Represented private company in acqui-hire transaction with Google Inc.
  • Represented Seattle-based software company Enroute Systems in its sale to Pitney Bowes
  • Represented national dental lab, Novadent, Inc., in asset sale to Dental Services Group, a portfolio company of Cressey & Company LP

Selected Publications and Presentations

  • “Business Succession Planning,” presentation to Snohomish County Estate Planning Council, May 2021.
  • Co-author: “The Entrepreneur’s Roadmap:  From Concept to IPO,” New York Stock Exchange, 2017.
  • Co-author: “Start-Up Equity Awards:  Securities Law Considerations,” Practical Law Institute Practice Note, July 2015

Professional Associations and Civic Activities

  • Member, Washington State Bar Association (Business and Tax Sections)
  • Member, King County Bar Association (Business Section)
  • Member, Association for Corporate Growth
  • Member, Northwest Family Business Advisors

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Nicholas P. Scarpelli, Jr.