John J. Tollefsen

 John J. Tollefsen

International Business Lawyer and Litigator

Sole Proprietor

John is an international lawyer with multiple post graduate degrees from both U.S. and European schools including two master of laws degrees. He is a certified Fraud Examiner and Certified Controls Specialist. John graduated from the University of Washington business school with an emphasis on accounting and finance in 1971. In 1974, he completed his Doctor of Jurisprudence at Willamette University School of Law in Salem, Oregon.  Since then he has completed 5 degrees including two LLMs. He has two degrees from European Schools. Since 1974, he has had extensive business law experience in transactional work as well as litigation in state, federal and bankruptcy courts. –

International Transactional practice

For the first 20 years after 1974, John concentrated on business and real estate finance, transactional work, and related business litigation. He represented over 1,000 business startups and completed many private and public securities offerings. He is experienced in most forms of business documentation from organizational to merger and acquisition. His focus was securities law and helping entrepreneurs finance their businesses.

John J Tollefsen international business lawyerInternational Litigation practice

Although John works on most types of complex business and real estate cases including securities fraud litigation, he has developed a passion for victims of financial fraud. John became a Certified Fraud Examiner in 2005 and assisted clients combating fraud. John has pursued financial fraud perpetrators in state and federal courts (including bankruptcy and appellate courts). John has won numerous large judgments and settlements for his clients. Although, he does some work on the defense side, including selected criminal matters, he attempts to only accept cases in which the defendant has due regard for victims and potential victims of any illegal conduct. Now with two international LLM degrees he focuses more on international disputes and transactions.

Contact John J. Tollefsen

John can be reached at (206) 624-5300, extension 604.John J. Tollefsen is AV rated with Martindale-Hubbell

John attempts to respond without charge to all short email questions. Please do not send any confidential information unless you have formally established an attorney client relationship with our firm.

John J. Tollefsen is a Certified Controls SpecialistJohn J. Tollefsen is a Certified Fraud Examiner John J. Tollefsen is “AV” rated by Martindale-Hubbell and is rated “10” by Avvo.com. He was named one of the top litigators in Seattle for 2010 by Seattle Metropolitan Magazine. For many years he has been selected for inclusion in Marquis’ Who’s Who in American Law and Who’s Who in the World. He was awarded the Distinguished Achievement Award from the Board of Regents of the Association of Certified Fraud Examiners after nomination by the Pacific Northwest Chapter of Certified Fraud Examiners in 2011. John Received the Client’s Choice badge from Avvo.com in 2012 for 8 client 5 star ratings. John J. Tollefsen was named a Seattle-Metro-top lawyer in 2010 Avvo - Rate your Lawyer. Get Free Legal Advice.

Licenses and Certifications

Attorney at Law, State of California Attorney at Law, State of Oregon Attorney at Law, State of New York Attorney at Law, State of Texas Attorney at Law, State of Washington Certified Fraud Examiner Certified Controls Specialist

State Court Admissions

California

Oregon

New York

Texas

Washington

Washington D.C.

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Federal Court Admissions

Central District of California District of Oregon Western District of Washington Eastern District of Washington Southern District of New York Eastern District of New York District of Colorado Ninth Circuit Court of Appeals United States Supreme Court

Education

 

Legal Education

Doctor of Jurisprudence – 1974 – Willamette University, Salem, OregonJohn J Tollefsen was awared a JD degree by WIllamette University

Certified Fraud Examiner – 2005

Certified Controls Specialist – 2009

John J Tollefsen studied at Eotvos-Lorand

Master of Laws (Legum Magister) – U.S. and Global Business Law from Suffolk University Law School, John J. Tollefsen received an LLM from Suffolk Law SchoolBoston, Massachusetts. The classroom instruction was at Eötvös Loránd University (Eötvös Loránd Tudományegyetem) in Budapest, Hungary (established 1635). John received a Certificate in July 2011 and was awarded the LL.M. in January of 2013.

Master of Laws (Legum Magister) – Transnational Commercial Practice from Łazarski University of Warsaw, Poland. Mr. Tollefsen was awarded the LL.M in April of 2013.John J. Tollefsen was awarded an LLM from Lazarski University

Professional Education

Bachelor of Arts – 1971 – Business Administration (quantitative methods, economics, and business finance), University of WashingtonJohn J. Tollefsen graduated from the UW business school Master of Theology – 2008 – Christian Philosophy, Trinity Seminary, Newburg, Indiana Diploma in Christian Apologetics and Fellow of the Academy – 2007 -International Academy of Apologetics, Evangelism & Human Rights, Strasbourg, France. Dissertation: Defending the New Testament Text, An Evidential Apologetic Response to Textual Criticism Master of Christian Leadership – 2000 – Western Seminary, Portland, Oregon

Professional Memberships

Oregon Bar Association Washington Bar Association New York Bar Association International Bar Association Association of Certified Fraud Examiners American Bar Association, International Law, Litigation and Business Law Sections Institute for Internal Controls

Current Professional Activities

Member of Arbitration Committee, Anti-Corruption Committee and Insolvency, Restructuring and Creditors’ Rights Section of the International Bar Association Member of Securities Litigation Subcommittee, Section of Litigation, and other committees of the American Bar Association

Selected Publications and Presentations

John has been published by various sources over the years. He is a regular contributor to The Fraud Examiner, published by the Pacific Northwest Chapter of the Association of Certified Fraud Examiners. The Examiner was named the best newsletter by the Association of Certified Fraud Examiners in 2010.

John frequently writes on legal topics for the firm’s website.

Sample recent legal articles by John:

Binding and Non-Binding Instruments in Intergovernmental Relations: A diplomat’s guide to understand the concepts of treaty, memorandum of understanding, …  More

Understanding the Role of SIPC in Protecting Investors from Fraud (11/13)

The Importance of Being Earnest: An Environmental Whistleblower’s Guide to Protection Under SOx § 806 and Dodd-Frank (12/12).

How the UK Bribery Act can apply to US Businesses (9/12)

Fraudulent Transfers in Washington State (6/12)

Civil Actions under RICO (4/12)

Four Theories of Recovery for Misrepresentations Causing Pecuniary Harm (2/12)

Overview of U.S. Securities Laws (8/11)

Criminal Profiteering: Washington State’s “Baby” RICO Act (2/11)

“General Solicitation” under Federal Securities Laws (8/10)

Overview of Qui Tam Law (6/10)

More Detail on John J Tollefsen

Overview

Legal and Business Experience

Education and Affiliations

Work History Speaking and Training

Curriculum Vitae – JJT-CV

Personal Jurisdiction over Foreign Manufacturers

State v LG Electronics, Wash app, div 1, January 12, 2015:150112 State-v-LG-Electronics There has been ongoing debate in the courts over how much contact foreign manufacturers must have with a state for the state court to assert personal jurisdiction over foreign manufacturers and make the foreign manufactures defend in the state’s courts. The state’s power is constrained by the due process clause of the Fourteenth Amendment. The foundational case is International Shoe Co. v. Washington, 326 U.S. 310 (1945), in which the United States Supreme Court] held that a state may authorize its courts to exercise personal jurisdiction over an out-at-state defendant if the defendant has “certain minimum contacts with [the state] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.” The courts have subsequently developed two concepts of personal jurisdiction: (1) General Jurisdiction and (2) Specific Jurisdiction. General jurisdiction “permits the exercise of personal jurisdiction over a nonresident defendant where the defendant’s ‘continuous corporate operations within a state (are] so substantial and of such a nature as to justify suit against it on causes of action arising from dealings entirely distinct from those activities.'” Daimler AG v Bauman, 134 S. Ct. at 754-55 (2014). Specific jurisdiction, which since International Shoe “has become the centerpiece of modern jurisdictional theory,” requires that suit arise out of or relate to the defendant’s contacts with the forum. Daimler, 134 S. ct. at 754-55. Specific Jurisdiction requires proof of three elements (1) minimum contacts; (2) action “arises” from minimum contacts; and (3) asserting jurisdiction does not offend traditional notions of fair play and substantial justice. In State v LG...

Why Organize Early?

Although many company founders are reluctant to take the plunge into creating a corporate entity, often putting this step off for as long as possible, there are some good reasons to consider forming as soon as possible. Holding Period Stock Value The IRS will look at the time between forming and value given for stock at that time, and the company’s value at any financing or liquidity event. Hypothetically, if founders gave $.01 of value for their shares at formation, and they receive a funding round that values the company at $.50/share a week later, they need to be able to convince the IRS in an audit that they created enough value in the company in that one week to warrant the 50x increase in the value of the company. In a situation like this, your company is more than likely to arouse the suspicion that you sold yourselves shares at below market value. The General Partnership Many states, including Washington, have ratified some version of the Uniform Partnership Act (UPA). Washington’s is codified as chapter 25.05 of the Revised Code of Washington. Although the preferred form of entity for most startups is a C corporation, a founder should also be attentive to the provisions of the UPA or its equivalent in his or her state. The reason for this is that many of these acts contain provisions similar to the following from RCW 25.05.055:   (1) Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not...

USCIS Issues Fliers About Executive Actions on Immigration

USCIS Issues Fliers About Executive Actions on Immigration Immigration services has just released the first official rules for the President’s new immigration programs. (en Español as well!) They are providing the first concrete rules of what the President proposed last November. Among the highlights: DACA applicants can now be any age, instead of being limited to those born after June 15, 1981. So if you’re 34 or older, you can now apply for DACA as well. Our first solid rules governing who can apply for DAPA (Deferred Action for Parents of American citizens and legal permanent residents), such as their children having to be born before November 20, 2014 and that the parents need to have continuously resided here in the states since January 1, 2010. An expansion of the Provisional Waiver for Unlawful Presence program to people related to lawful permanent residents (Previously, the program only applied to people related to US citizens). A promise to work on the work Visa system to clarify and provide guidance for businesses and applicants. It’s all very exciting news. I can’t wait to learn more about these programs as they start to come online. (Remember: the expanded DACA doesn’t open up for applicants until late- February and DAPA won’t open until late May). In the mean time, talk with a lawyer about what you can do to get ready to...

Note Terms Prevail Over Deed of Trust

Terms of Promissory Note prevail over conflicting terms of Deed of Trust. U.S. Bank National Association, etc. v. Yashouafar et al. 141217-U.-S.-Bank-N-A-v-Yashouafar The terms of a promissory note conflicted with the terms of a deed of trust. The note stated that a prepayment fee was not due until the indebtedness was prepaid. The deed stated that the prepayment fee was due immediately upon acceleration of the note. The deed provided that the terms of the note controlled over those of the deed. The court held that under the clear and explicit terms of the note and deed of trust, as interpreted to give effect to the mutual intention of the parties (California Civil Code sections 1636, 1638, 1639 and 1644), no prepayment fee was due until the actual prepayment of the note’s indebtedness. The court found that the Bank should not have used the date of acceleration of the note in calculating the prepayment fee and that the fee was not due until the note’s indebtedness was prepaid. The terms of the note controlled over those of the deed of trust because the deed provided that they would. If this provision had not been included in the deed of trust, the court may have determined that the prepayment fee would have been due immediately upon acceleration of the note....

Guarantor Waiver of Defenses

Guarantor wavier of defenses does not apply to equitable defenses. California Bank & Trust v. Del Ponti et al.:141209-California-Bank-v-Del-Ponti Waiver of defenses is standard in guarantee forms used in bank financing. California Civil Code section 2856 allows a Guarantor to waive defenses in general language. The court, in a case of first impression, held that the statute does not allow waiver of unlawful contracts or any provision that is contrary to public policy. The statute should be read narrowly so defenses outside of the identified categories, including equitable defenses, are not waived by language purporting to waive all defenses. A party is not allowed to benefit from its own fraud or willful misconduct. In this case, the court found that the Bank had willfully breached the loan agreement thereby causing the borrower’s default. Therefore, it would be inequitable and against public policy to enforce the blanket waiver in the guarantee....

Employers, Employees and DAPA: What do you do?

Employers, Employees and DAPA: What do you do? Nicole Kersey presents and interesting dilemma for people who employ immigrants: What do you do with immigrant employees who might be saved by the President’s proposal but are discovered to be here illegally? If an employer discovers today that Bob presented fake documents when he was hired, and the employer confronts Bob, and Bob admits that his documents were fake and that he is not authorized to work, the employer must terminate Bob’s employment.  If Bob says he is not work-authorized today, but he is eligible for DAPA under the new executive order, the employer still must terminate Bob’s employment, even though – if the employer had waited a year to conduct the audit and confront Bob – Bob’s fate could have been much different. So the question becomes whether employers would be wise – or kind – to wait until the new batch of DACA/DAPA beneficiaries have obtained employment authorization prior to conducting a voluntary audit. If the employer waits a year or so, it can clean up its I-9s without the loss of as many valuable employees.  But if the employer waits a year or so and is, in the interim, inspected by ICE, the employer may face hefty fines and – in the most egregious situations – a prison sentence. Nici writes a very interesting article and you’ll enjoy reading the whole thing. She does present an interesting quagmire though. Immigrants and immigration advocates are in a sort of holding pattern: Potential applicants can’t sign up yet, and advocates like myself can only advise our clients on what...

Whistleblower Protection: Dodd-Frank and SOX

by John Jacob Tollefsen1The author practices law in Oregon, Washington, California, Texas, D.C., and New York. He has been lead counsel on several SOx § 806 cases including Tides v. The Boeing Co., 644 F.3d 809 (C.A.9, Wash. 2011), cert. den. 132 S.Ct. 518 (2011) and Reid v The Boeing Company, 2009-SOX-27 (ARB Mar. 30, 2012).  Overview of Whistle Blower Protection under Dodd-Frank and SOX including the SEC Bounty Program The Sarbanes Oxley Act of 2002 (“SOx”) § 8063SOx § 806 is codified as 18 U.S.C. § 1514A(a)(1). was designed to protect certain employees who reasonably believe they are reporting a violation of a law, rules, or regulation listed in § 806. Due to drafting issues and the hostility of courts and administrative judges, few whistleblowers prevailed. The Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 add additional protections designed to increase the whistleblowers chances of success. This article provides a brief overview of federal whistleblower protection under Sox and Dodd-Frank including the Securities and Exchange Commission bounty program.2There are numerous other whistleblowing protection provisions in federal law that may be helpful in a particular case including aircraft safety and environmental issues that are not covered by this article. Prepare to have your career ruined As a practical matter, whistleblowing protection has not been favored by judges. This is to be expected. For many people, a “whistleblower” is a “snitch”.4The English language is rife with pejorative terms for whistleblower like informer, fink, stoolpigeon, stoolie, sneak, blabbermouth, tattler, tattletale, squealer, mole, betrayer, rat, and rat fink. Even lawyers fight rules (like ABA proposed ethical rules) making reporting of...

Statute of Limitations Tolled Against John Doe

Decision of Washington Supreme Court: 141211 Powers v WB Mobile December 11, 2014 Under RCW 4.16.1 70, service of process on one defendant tolls the statute of limitations as to unserved defendants. Sidis v. Brodie/Dohrmann, Inc., 11 7 Wn.2d 325, 329, 815 P.2d 781 (1991). In Sidis, the Supreme Court of Washington held “that in some cases, if identified with reasonable particularity, ‘John Doe’ defendants may be appropriately ‘named’ for purposes of RCW 4.16.170.” This case refined that holding and held in this case that the Statute of Limitations is tolled against John Doe. In order for a plaintiff to show that an unnamed defendant is identified with reasonable particularity, the plaintiff must establish (I) (a) from the commencement of the statute of limitations, the plaintiff made a diligent effort to identify the actual defendant given the information reasonably available to the plaintiff and (b) the plaintiff provided information about the unnamed defendant in the complaint to the greatest extent possible, including describing the unnamed defendant’s acts and appearance and (2) the defendant had or should have received such notice of the action that it will not be prejudiced in maintaining a defense on the merits at the time when the placeholder for the defendant, such as “John Doe” or “ABC Corporation” is replaced with the defendant’s actual name. In this case the second prong was satisfied because the named defendant mailed a copy of the complaint to the “John Doe” defendant within 90 days of the filing of the complaint.   Statute of Limitations Tolled Against John...

What you can do now for the President’s Immigration Plan

What you can do now for the President’s Immigration Plan It’s true that you cannot sign up for any of the new proposals in the President’s immigration plan. For the central parts of the plan, the President is allowing USCIS 90 and 180 days after the announcement to set up the application process. For most applicants, this means they are waiting until either February of 2015 or May of 2015 to apply for the President’s plan. While it doesn’t seem like great situation to be in, for most people it is actually a blessing in disguise. This delay will give applicants time to collect the documents you need and help them be ready to apply for the program from day one.   (Worried about whether its safe to apply for the President’s plan? Don’t be! Click here to read my article on why you don’t need to worry about the future of the program.)   What many immigration advocates agree upon is that these programs will require supporting documents. What these amount to are physical documents that back up the requirements of the application process. Think of them like evidence: If you are asserting that you have lived in the United States since 2010, then you will need to prove that. And you prove that my submitting things like rental agreements, utility bills, and other tangible signs that you have lived in the United States as long as you say you have. The key to this whole process is that applicants will need to have supporting documents for many different parts of the application. For example, DACA applicants will...

Don’t Worry About Signing up for Obama’s Immigration Plan

Don’t Worry About Signing up for Obama’s Immigration Plan Since The President announced his immigration plan, I have talked to lots of people who are concerned about signing up for the President’s Immigration plan. They’re concerned about a ‘temporary’ deferral of deportation. They feel that they will set themselves up to be deported once that deferral runs out. Most of the concerns I hear from people stem from all the news stories that came out about Congress complaining about the President’s action. People feel that Congress is going to pass a law to take away the program or that a new President will do the same once Obama is out of office. While there is a clear logic that flows through this thinking, it is far from the most possible outcome. In fact, it’s much more likely that this program won’t go away and will instead provide for an immense level of security for its applicants.   Why Congressional Republicans aren’t going to stop the Program Congressional Republicans claim that (among other things) the President is acting outside of his authority as a president or that he is ignoring laws that Congress has drafted.  As I explained before, the President’s plan takes the form of an Executive Order. This means that the President has taken an area of the law that Congress has given him some wiggle room to move in –in this case, that there are over 11 million illegal immigrants but only the funds to deport 400,000 a year– and has decided how to allocate his limited resources. What the Congressional Republicans want to do is to cut...