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Overview
Drea's practice focuses on securities, corporate governance, corporate finance, mergers and acquisitions, and general corporate matters. She has experience in SEC reporting and disclosure, initial public offerings, advising on state and federal securities laws, and raising capital through private placements of equity and debt securities. Drea also advises clients on general business issues, frequently serving as outside general counsel to her clients, and advising on issues including entity formation, contract negotiation, and business transition planning.
Throughout the pandemic, as a component of her corporate finance work, Drea has helped her clients navigate the ever-changing requirements applicable to Paycheck Protection Program (“PPP”) loans and forgiveness. She also advises on strategies for handling PPP loans in M&A and other transactions.
Drea is the co-author of the financing chapter for Advising Oregon Businesses. She frequently speaks and writes on finance, M&A, and business succession topics.
Outside of the office, Drea enjoys adventuring with her wife and young son, travelling, salsa dancing, camping, and skiing.
Throughout the pandemic, as a component of her corporate finance work, Drea has helped her clients navigate the ever-changing requirements applicable to Paycheck Protection Program (“PPP”) loans and forgiveness. She also advises on strategies for handling PPP loans in M&A and other transactions.
Drea is the co-author of the financing chapter for Advising Oregon Businesses. She frequently speaks and writes on finance, M&A, and business succession topics.
Outside of the office, Drea enjoys adventuring with her wife and young son, travelling, salsa dancing, camping, and skiing.
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Featured Representative Matters
First Mortgage Bond Offering
In November and December 2020, Tonkon Torp represented PGE in its offering of $230,000,000 First Mortgage Bonds in two tranches ($160,000,000, 1.84% Series due 2027 and $70,000,000, 2.32% Series due 2032).
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Featured Work
M&A and Bioscience Expertise Combine for Client Acquisition
The acquisition of Tonkon Torp client TomegaVax by San Francisco-based Vir Biotechnology marks a significant boom for Oregon’s growing role in the bioscience industry. Find details and more featured cases here.
Tonkon Represents Opus Agency in Equity Investment Transaction
Tonkon Torp’s Mergers & Acquisition practice group represented client Opus Agency in a significant equity transaction with private equity firm Fan Creek Capital, providing substantial additional growth capital to Opus. Opus, a global corporate events and experiential marketing agency headquartered in Beaverton, Oregon, serves Fortune 1000 clients such as Salesforce, Amazon, Intel and Alaska Airlines.
Diverse Team Aids Greenbrier in Joint Venture
Tonkon Torp acted as Oregon corporate counsel for its long-term client The Greenbrier Companies, Inc. in finalizing a 50/50 joint venture with Watco Companies, L.L.C. The venture combines the two companies’ railcar repair, refurbishment and maintenance businesses into a new organization, GBW Railcar Services, LLC.
Tonkon Torp Represents Avid Health in Sale to Church & Dwight
Tonkon Torp was counsel to privately held Avid Health, Inc. in its cash sale to Church & Dwight Co Inc., a Princeton, New Jersey based, publicly traded consumer products company with a portfolio of personal care and household product brands.
Tonkon Torp and Law Firm Alliance Partner Facilitate Key Technology Merger
Tonkon Torp represented Key Technology in its acquisition of Belgium-based Visys N.V. The deal, valued at approximately $21 million, created a single source of high-performance sorting technologies for food processing and other industrial markets. Find details and more featured cases here.
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Community Involvement & Activities
Oregon State Bar
Securities Regulation Section Executive Committee
Member
Artists Repertory Theatre
Board Member
Building Committee Chair
Business for Culture and the Arts
Art of Leadership Program 2014
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Professional Memberships
Multnomah Bar Association
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Awards & Recognition
Super Lawyers
2014-2020, Oregon Rising Star – Securities & Corporate Finance
Coalition of Community Health Clinics
2013, Safety Net Champion
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Recent News
11.9.2020
To Sell or Not To Sell: M&A Prospects in Late 2020 and Beyond
Partners from Tonkon Torp’s Business and Bankruptcy Departments hosted a webinar on October 15 to look at M&A prospects and strategies for late 2020 and beyond. The panel was moderated by Sherrill Corbett and featured Claire Brown, Tim Conway, and…
7.10.2020
Tonkon Torp Explains PPP EZ Forgiveness Application and New Guidance
Attorneys from Tonkon Torp’s Business Department hosted a webinar to share information on the Paycheck Protection Program (PPP) EZ Forgiveness Application and other new guidance on the PPP. The program was moderated by Partner Drea Schmidt and…
7.7.2020
26 Tonkon Torp Attorneys Honored on 2020 Super Lawyers Lists
Twenty-six Tonkon Torp attorneys in nine practice areas have been included in the 2020 Oregon Super Lawyers or Rising Stars lists. Tonkon Torp partner and bankruptcy authority Albert N. Kennedy has been once again recognized on the Top 50 list of…
7.3.2020
Tonkon Torp Business Department Unpacks Paycheck Protection Program Flexibility Act
Tonkon Torp attorneys hosted a roundtable discussion on the Paycheck Protection Program Flexibility Act (Flexibility Act) and how it has changed the terms and timelines for PPP loans. The program was moderated by Jeff Cronn, Co-Chair of the firm’s…
6.3.2020
Tonkon Attorneys Help Businesses Prepare for PPP Loan Forgiveness
Partners Jeff Cronn and Drea Schmidt hosted a webinar on May 22 to help businesses navigate the most recent guidance for Paycheck Protection Program (PPP) loan forgiveness.
5.1.2020
Tonkon Torp Webinar Encourages Businesses to Prepare to Thrive in COVID-19 Recovery
Tonkon Torp hosted a webinar to provide businesses with strategies to navigate the current COVID-19 environment while also strategically positioning a business for recovery and long-term viability. The panel of speakers featured partners Jeff Cronn…
7.16.2019
31 Tonkon Torp Attorneys Honored on 2019 Super Lawyers Lists
Thirty-one Tonkon Torp attorneys in nine practice areas have been included in the 2019 Oregon Super Lawyers or Rising Stars lists.
7.24.2018
31 Tonkon Torp Attorneys Honored on 2018 Super Lawyers Lists
Thirty-one Tonkon Torp attorneys in 11 practice areas have been included in the 2018 Oregon Super Lawyers or Rising Stars lists. Tonkon Torp partner and bankruptcy authority Albert Kennedy has been once again recognized on the Top 50 list of Oregon…
3.30.2018
Tonkon Torp Makes 2018 Contribution to Artists Repertory Theatre
Led by Drea Schmidt, Tonkon Torp made a contribution to the Artists Repertory Theatre, Portland’s longest running professional theatre.
12.5.2017
Tonkon Torp Announces Four New Partners
Tonkon Torp LLP has elected Rocky Dallum, Jessica Morgan, Haley Morrison, and Drea Schmidt to the partnership, effective January 1, 2018. "Our four new partners represent our firm's next generation of leaders across a broad swath of practice areas…
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Recent Alerts
3.16.2021
Business Transition Planning in a Pandemic
It is an open secret that many business owners, no matter how organized, regularly neglect an important task—developing their exit strategy.
6.23.2020
PPP Loan Updates: EZ Forgiveness Application, Updated Guidance, and More
On June 17, 2020, the U.S. Small Business Administration (“SBA”) published an abbreviated “EZ” forgiveness application and accompanying instructions (“EZ Forgiveness Application”) for certain eligible borrowers under the Paycheck Protection Program…
5.15.2020
SBA Allows Some Borrowers to Increase PPP Loan Amounts, but You Must Act Fast!
On May 13, 2020, the Small Business Administration (“SBA”) published an interim final rule (“IFR”) allowing certain partnerships that applied for Paycheck Protection Program (“PPP”) loans but did not include partner income in “payroll costs” to amend…
5.14.2020
Was My PPP Loan "Necessary"? Updated SBA Guidance on Loan Certification
Over the past few weeks, many of our clients who have received Paycheck Protection Program (“PPP”) loans have expressed concern about whether they had adequate basis to certify that their PPP loan request was necessary to support ongoing business…
5.11.2020
4 Ways PPP Loan Forgiveness Can Be Reduced
Reducing Employee Headcount – If the average number of a borrower’s full-time equivalent (FTE) employees during the eight-week period following origination is reduced compared to a pre-crisis comparison period, then the forgivable amount of your loan…
5.8.2020
5 Practical Tips for Maximizing Forgiveness of Your PPP Loan
1. Designate a PPP Point Person: Someone internal to your organization should have a good handle on the rules for forgiveness. The rules are complicated, and they could shift before you apply for forgiveness, so it’s a good idea to have a specific…
5.7.2020
PPP Loan Certification Guidance – Should I Give the Money Back?
Over the past week, many clients who have received Paycheck Protection Program (“PPP”) loans have inquired about whether (a) they satisfy the PPP loan certification requirements following provision of additional guidance from the Small Business…
3.24.2020
Is COVID-19 Force Majeure in a Commercial Contract?
We have spent the better part of the past week poring over force majeure clauses in commercial contracts. “Force Majeure,” literally translated, means “superior force.” In contracts, force majeure clauses are meant to excuse, or allow a delay in, the…
12.6.2013
Proposed Regulation Crowdfunding: Who Wants to Be a Crowdfunding Platform? Part II
On October 23, 2013, the SEC proposed rules governing the offer and sale of securities through "crowdfunding." If adopted, these rules would permit companies to raise capital by selling small amounts of equity to large groups of investors via…
11.25.2013
Proposed Regulation Crowdfunding: Few Surprises and Possibly a Step Forward - Part I
On October 23, 2013, the SEC proposed rules governing the offer and sale of securities through "crowdfunding." If adopted, these rules would allow issuers to raise capital by selling small amounts of equity to a large number of investors via…
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Publications & Presentations
"Business Transition Planning in a Pandemic," 2021 BizStrategies Annual, Portland Business Journal, February 2021
"Business Strategies: A Look Ahead at Financing and M&A Opportunities in 2021," Portland Business Journal, February 2021
"M&A Activity Is Rebounding. Are Portland's PPP Borrowers Ready to Play?" Portland Business Journal, November 2020
Panelist, "To Sell or Not To Sell: M&A Prospects in Late 2020 and Beyond," October 2020
Moderator, “PPP Update: EZ Forgiveness Application and New Guidance,” June 2020
"PPP Loan Updates: EZ Forgiveness Application, Updated Guidance, and More," Tonkon Torp Legal Update, June 2020
Panelist, “PPP Loan Forgiveness: Now, Later, Never?” June 2020
“PPP Loan Forgiveness: What Do We Do Now?” May 2020
“SBA Allows Some Borrowers to Increase PPP Loan Amounts, but You Must Act Fast!” Tonkon Torp Legal Update, May 2020
“Was My PPP Loan ‘Necessary’? Updated SBA Guidance on Loan Certification,” Tonkon Torp Legal Update, May 2020
“5 Practical Tips for Maximizing Forgiveness of Your PPP Loan,” Tonkon Torp Legal Update, May 2020
“PPP Loan Certification Guidance – Should I Give the Money Back?” Tonkon Torp Legal Update, May 2020
Panelist, “Preparing to Thrive in the Recovery: Cash Flow, PPP Loans, and Alternative Capital,” April 2020
“Is COVID-19 Force Majeure in a Commercial Contract?” Tonkon Torp Legal Update, March 2020
"Crowdfunding Update and Capital-Raising Strategies for 2017," June 2017
"Shaking the Fundraising Tree," May 2016
"Fundraising Strategies for Startups," October 2015
"New Rules Permitting Crowdfunding in Oregon," Oregon State Bar Business Law Section, June 2015
"Crowdfunding and General Solicitation Rules," University of Oregon Portland Branch, February 2014
"Private Placements: General Solicitation, Bad Actors and Other Developments," OSB Securities Regulation Section, November 2013
"Entrepreneurs Forge Ahead with 'Crowdfunding' Alternatives," Daily Journal of Commerce, August 2013