Richard A. Riley

PROFESSIONAL/COMMUNITY ASSOCIATIONS

American Bar Association, Business, Unincorporated Entity, and Opinion Law Sections

Idaho State Bar Association, Corporate, and Securities Law Section: Member of Idaho State Bar study committees on ABA Third

Party Legal Opinion Accord, Revised Model Business Corporation Act, Uniform Securities Act, and Revised Uniform Limited

Liability Company Act

Boise Philharmonic Association, Board of Directors

St. Mary’s School, Board Member, and PTO President

Youth Soccer Coach

SIGNIFICANT REPRESENTATION

Business Transactions and Finance

• Complex limited partnership and limited liability company agreements
• Securities financing, including private placements
• Venture capital and secured financing transactions
• Mergers and acquisitions; tender offers
• Purchases and sales of numerous small and medium-sized business entities, such as technology, software, insurance, construction, building materials supply, convenience store, and lumber businesses
• Reorganizations for business, tax, family planning, and divorce purposes
• Business operating contracts

Governance

• Independence standards; conflicts of interest analysis and procedures
• Duties and liabilities of Directors under Delaware General Corporation Act and Revised Model Business Corporation Act (including Idaho)
• Best practices for boards and board committees of public, private, and nonprofit corporations
• For-profit and nonprofit corporate organization and governance issues

Business Litigation

• Idaho Securities Bureau and Insurance Department enforcement actions
• Securities civil litigation including special litigation committee representation, arbitrations, class actions, and derivative litigation against management, issuers, securities brokers, principals and sales personnel
• Disputes among business owners; business breakups

Regulatory Practice

• Federal and state securities regulation of issuers, brokers, and investment advisors
• State regulation of insurance companies, agencies, holding companies, and third party administrators, including market conduct and financial examinations, affiliate transactions, change of control, and insurance company insolvency proceedings
• Service as hearing officer for exempt exchange of securities transactions

Opinions

• Audit responses including organizational, leasing, and loss contingency financial disclosure issues
• Real estate and securitized asset financings
• Securities offering exemptions and Rule 144 resales

EDUCATION

Law School:

Denver University Law School, J.D., 1977

Denver Law Review, Staff Member

Undergraduate:

Dartmouth College, B.A. cum laude, 1972

ACCOMPLISHMENTS

Best Lawyers in America – Corporate Law, Mergers and Acquisitions, since 2006

Chambers and Partners USA, Corporate/Commercial, 2013

Mountain States Super Lawyers- Business Corporations, 2021

PUBLICATIONS & PRESENTATIONS

New, Loosened Restrictions on Securities Offerings by Small Idaho Businesses, Hawley Troxell Newsletter, March 2012

Continuing legal education instructor on the Revised Uniform Limited Liability Company Act, Revised Model Business Corporation Act, structuring small business sales, real estate securities and other securities law topics, audit responses and securities opinions

“Response to ‘Critique of the Idaho Uniform Revised Limited Liability Company Act’”, The Advocate (Vol. 54 N. 9, September 2011) at 39-44.

Do You Own or Operate An Idaho LLC Formed Before July 1, 2008, Hawley Troxell Newsletter, June 2010

Paying Unregistered Finders to Raise Capital for Your Company is Generally Illegal”, Hawley Troxell Newsletter, March 2010

“The New Idaho Uniform Limited Liability Act”, Idaho State Bar Association, May 2008 and October 2008.

“Directors and Officers Liability – Changes in Duty of Care and Sarbanes-Oxley Implications”, presented at the Idaho State Bar Association seminar on 2004 Idaho Corporate Code and Securities Act Reform, May 7, 2004.

“FDIC and Sarbanes-Oxley Requirements for Community Banks: Code of Ethics and Audit Committee Charter”, presented to community bank directors in Boise, Coeur d’Alene, and Pocatello, Idaho, 2003 in cooperation with the Idaho Department of Finance (with Thomas B. Chandler).

“Sarbanes-Oxley One One Year”, presentation on Corporate Governance and Auditing Requirements, including Improper Influence on Conduct of Audit, to the Idaho Society of Certified Public Accountants (Southwest Chapter), September 17, 2003.

“Sarbanes-Oxley Update”, presented to Southwest Idaho Industry, Education and Government Section of the Idaho Society of CPAs, 2003 (with Thomas B. Chandler).

Hawley Troxell Memorandum to Clients, “Scope and Anticipated Ripple Effects of Sarbanes-Oxley Act” (with Thomas B. Chandler), October 15, 2002.

Panelist, “Overview of Sarbanes-Oxley Act of 2002” presented to the Idaho Society of Certified Public Accountants, Inc., 2002 (with Thomas B. Chandler).

“Lawyers’ Audit Responses”, Idaho State Bar Corporate and Securities Law Section, February 26, 1993.

“Sale of Corporate Stock After Landreth”, 1988.

“Indemnification and Limitation of Liability of Corporate Officers and Directors”, presentation at the 1988 Idaho State Bar Annual Meeting.

“The Rules of the Game”, Instructor Development Seminar on real estate securities and direct participation programs in conjunction with the Real Estate Securities and Syndication Institute and the Education Counsel of the Idaho Real Estate Commission, July 26, 1985.