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 software, medical device, telecommunications, retail, financial services, manufacturing 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 startups and high-growth companies.  She advises entrepreneurs from the earliest stages of company formation, through fundraising efforts as they work with angel investors and venture capital groups, and helps them navigate the business and regulatory environments as their companies scale.  Susan works to keep each of her startup clients fundable and acquirable, so they can seize opportunities as they arise.

For investors, Susan performs due diligence on the startup company and negotiates the terms of investment.  She understands the key points of the deal from both the entrepreneur’s and investor’s perspectives.

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.

Susan also applies her tax experience in estate planning and probate matters. She understands that clients are looking for a trusted advisor who can listen, empathize, and guide them through these complex areas of law.

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.


Bar Admissions

  • California, 2003
  • Washington, 2006

Representative Transactions

  • 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
  • Represented InfoGenesis, provider of information technology for hospitality and foodservice, in sale to Warburg Pincus
  • Represented private equity firm Freeman Spogli & Co. in acquisition and sale of multiple portfolio companies, including sale of Hudson Respiratory Care to Teleflex

Selected Publications and Presentations

  • 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
  • “Asset Titling Mistakes in Estate Planning and How to Correct Them,” teleconference presentation through National Business Institute, May 2015
  • Co-author:  “Corporate Governance Implications of Nonprofit Executive Compensation,” American Health Lawyers Association (Washington, D.C.), March 2009

Professional Associations and Civic Activities

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Nicholas P. Scarpelli, Jr.