Enjoying the good life with my wife Pat at the base camp of Mt. Fitz Roy in the Patagonia region of Argentina.

JOEL S. KAPLAN

Practice Groups

• Business and Corporate
• Commercial Finance
• Corporate Governance
• Executive Compensation & Agreements
• Mergers & Acquisitions
• Private Equity Funds
• Real Estate & Land Use
• Real Estate Finance
• Securities & Corporate Finance

Experience

Managing Partner, 2008-

Partner, 2004-

Mr. Kaplan maintains a varied law practice that includes sophisticated real estate acquisition, joint venture and finance transactions, representation of private equity funds, corporate finance and M&A transactions and general corporate contracts and counseling.

The real estate practice focuses on complex acquisitions, joint venture and finance transactions representing owners, developers and real estate equity funds. Mr. Kaplan has particular expertise in the acquisition, financing, and redevelopment and sale of multi-family residential projects. The scope of his real estate finance practice includes joint ventures, preferred equity, mezzanine debt and other structured finance transactions. Mr. Kaplan has represented both sponsors and real estate funds in crafting joint venture relationships. He has also helped real estate owners and developers syndicate the ownership of their projects to investors. Mr. Kaplan has served as lead attorney for several large recapitalizations of real estate portfolios. He has substantial experience in negotiating property management agreements and in representing property managers.

Mr. Kaplan has substantial experience in the formation, syndication and operation of private equity funds and in structuring their investments to meet tax planning goals and regulatory requirements. His clients include funds that invest in real estate, asset-backed securities, mortgages, commodities and general securities He is among the leading practitioners in this field in the Pacific Northwest. Mr. Kaplan has organized and syndicated a number of captive REITs to mitigate the effects of UBTI on tax-exempt investors. He has also helped organize several hedge funds, including traditional long/short funds and one that focuses on thinly-traded commodities. He also works with his clients to assure that their fund activities comply with ERISA as well as investment company and investment adviser legal requirements. This work brings him to the intersection of many areas of law: real estate, corporate, tax, ERISA and securities.

Mr. Kaplan's corporate and securities practice includes organization and ongoing representation of business entities and mergers and acquisitions. He is experienced in private placements and public financing transactions, including SEC registered offerings. He has substantial and varied experience in IP licensing, and product distribution issues.

Mr. Kaplan has prior executive management experience in the financial services industry, with expertise in the design and distribution of tax-deferred annuities and the distribution of financial products, primarily annuities and mutual funds, through banks and credit unions.

Representative Transactions

Recapitalization of a $350 million portfolio of ten multifamily communities: This transaction included the simultaneous closing of the assumption of ten mortgage loans, ten new second mortgages and a complicated joint venture relationship between Mr. Kaplan's fund sponsor client and two large private equity funds.

The organization, over a period of 6+ years (and still counting) of a family of real estate equity funds: These funds have raised over $160 million of equity capital and have assembled a portfolio of 40 investments totaling over $500 million of transaction value.

Representation of a manufacturer of next-generation solar panels: This company received bridge financing from a European investment bank and later secured financing and cooperating research through a joint venture with a Fortune 100 industrial manufacturer. Mr. Kaplan also assisted the client in negotiating a complex license related to patented solar technology with a U.S. Department of Energy laboratory.

Financing of a multi-family project through a combination of tax-exempt low-income housing bonds and a national private equity fund: This project was the subject of a sale and recapitalization following its completion.

Conversion of a participating mortgage in connection with conversion of a multi-family community to residential condominiums: This project required a complicated analysis of how to preserve the economics of the mortgage participation feature in the context of condominium sales.

Restructuring the management and ownership of a privately-held $200 million revenue company by creating multiple classes of ownership and "freezing" the current value into the class held by company founders.

Ball Janik, LLP
Portland, OR

     Partner, 2001-2004

ING United Life Insurance Company
     (annuity underwriter)
Marketing One Inc.
     (broker-dealer and insurance agency)

     President, 1998-2000
     EVP and General Counsel, 1994-1998

Tonkon Torp LLP

     Partner, 1988-1994
     Associate, 1983-1988

Education

University of Oregon, Eugene, Oregon, J.D., 1979

California State University, Fullerton, California, Bachelor of Arts, 1976

Admitted to Practice

Oregon, 1979

U.S. District Court, District of Oregon

Professional Activities

Oregon State Bar

     Business Law Section Member
     Real Estate and Land Use Section Member

Multnomah Bar Association

Publications

Author: "Contract Law in Oregon," Oregon State Bar, 1991

Civic Activities

Director, Social Venture Partners Portland (philanthropic organization)

The Oregon Forum