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Overview
Jeff's practice emphasizes mergers and acquisitions, and a range of corporate and business matters. He regularly counsels public, private, and nonprofit entities with respect to mergers and acquisitions, corporate governance, securities and financings, and other general corporate matters. He also regularly advises clients with regard to equity ownership disputes.
Jeff is known for his ability to combine technical skills, practical problem solving, and strategic business advice. He has significant experience in the athletic footwear and apparel, professional services, food and beverage, financial services, technology, and manufacturing industries.
Representative clients include Nike, RVK, Inc., Opus Agency, Renaissance Custom Homes, ECO Northwest, Hood River Distillers, Air-Weigh, Portland-based law firms, James Beard Public Market, and M Financial Group.
Jeff is Co-Chair of the firm’s Business Department, and is also an active member of the firm’s Mergers & Acquisitions and Financial Services & Investment Management practice groups. He is the co-author of the financing chapter for Advising Oregon Businesses. He is a frequent speaker before industry and professional groups on M&A, finance, and corporate governance issues.
Jeff’s interest in nonprofit organizations includes his service as a director and treasurer of Oregon Humanities and his leadership of and continued involvement with Marathon Scholars. He is a founding member of Marathon, which provides higher education scholarship opportunities to low-income students. He also serves on the Board of Oregon Humanities and assists the James Beard Public Market, Friends of William Stafford, and a number of other nonprofits in the Portland area.
Jeff is known for his ability to combine technical skills, practical problem solving, and strategic business advice. He has significant experience in the athletic footwear and apparel, professional services, food and beverage, financial services, technology, and manufacturing industries.
Representative clients include Nike, RVK, Inc., Opus Agency, Renaissance Custom Homes, ECO Northwest, Hood River Distillers, Air-Weigh, Portland-based law firms, James Beard Public Market, and M Financial Group.
Jeff is Co-Chair of the firm’s Business Department, and is also an active member of the firm’s Mergers & Acquisitions and Financial Services & Investment Management practice groups. He is the co-author of the financing chapter for Advising Oregon Businesses. He is a frequent speaker before industry and professional groups on M&A, finance, and corporate governance issues.
Jeff’s interest in nonprofit organizations includes his service as a director and treasurer of Oregon Humanities and his leadership of and continued involvement with Marathon Scholars. He is a founding member of Marathon, which provides higher education scholarship opportunities to low-income students. He also serves on the Board of Oregon Humanities and assists the James Beard Public Market, Friends of William Stafford, and a number of other nonprofits in the Portland area.
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Get To Know
By day, Jeff has a busy transactional and corporate law practice, and chairs the firm’s Business Department (since 2008). Evenings and weekends find him in the kitchen, cooking for his family and enjoying regular trips to his neighborhood farmers’ market. For the past 11 years, Jeff has been actively involved in the effort to create the James Beard Public Market in downtown Portland. Believing the market would be a great civic amenity, an everyday showcase for local food producers and a centerpiece for regional tourism, Jeff has provided it significant pro bono corporate, governance and nonprofit work.
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Featured Representative Matters
Hood River Distillers
Representation of Hood River Distillers in $205 million sale of Pendleton Whisky brands to Cuervo.
Industrial Production Facility
Sale of industrial production facility to private equity buyer for $135 million.
Opus Agency
Representation of Opus Agency in connection with significant growth capital investment.
Shareholder Dispute
Representation of shareholder in multi-million dollar settlement of shareholder dispute.
Corporate Control Dispute
Counsel to Board of Directors in corporate control dispute with respect to $500 million business.
Nike Bauer Hockey
Representation of Nike in $200 million sale of Nike Bauer Hockey to Kohlberg & Co.
Official Starter
Representation of Nike in $60 million sale of Official Starter to Iconix Brands Group.
D & M Holdings
Oregon counsel for D & M Holdings U.S. in acquisition of Calrec Audio.
Portland Restaurant
Representation of the buyer in its acquisition of the controlling interest in a Portland restaurant.
Kronos
Oregon counsel for Kronos in its $1.8 billion going private transaction.
Official Starter Properties
Representation of Nike in its $43 million purchase of Official Starter Properties and Official Starter from Jubilee LP and others.
Enron Corp.
Oregon corporate counsel to Enron Corp. during its reorganization.
Ownership Disputes
Representation of companies and owners in resolution of corporate, limited liability company, and other business entity ownership disputes.
Seed & Venture Funding
Representation of technology and other growth companies in seed and venture funding transactions.
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Featured Work
Tonkon Torp Leads Sale of Pendleton Whisky Brands for Hood River Distillers
In early 2018, Tonkon Torp concluded the $205 million sale of the Pendleton Whisky brands by its client Hood River Distillers, Inc. (HRD) to Proximo Spirits, whose international portfolio of spirits includes Jose Cuervo tequila. HRD was Oregon’s first distillery, and one of Tonkon's original clients.
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.
Tonkon Concludes Multi-State, Multi-Party M&A Transaction
Tonkon Torp represented a national financial services provider in a multi-step M&A transaction that repositioned payment stream portfolios and resulted in the acquisition of operating offices. This detailed and linear sequence was completed in six weeks with negotiations involving multiple parties.
Tonkon Torp Completes Complex Asset Sale for Privately Held Business
In late 2014, Tonkon Torp represented a privately held heavy industrial equipment manufacturer in a complex transaction that included selling business assets and real property, and leasing other related business property. The selling company is a long-term client of the firm.
Tonkon Torp Helps Create Oregon Benefit Companies
Tonkon Torp client Rogue Creamery became the first Oregon enterprise to become a Benefit Company on January 1, 2014, the date Oregon’s new law went into effect. Find details and more featured cases here.
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Community Involvement & Activities
Oregon Humanities
James Beard Public Market
Friends of William Stafford
Marathon Education Partners, Past Board Member and Past Chair
James Beard Public Market
Friends of William Stafford
Marathon Education Partners, Past Board Member and Past Chair
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Professional Memberships
American Bar Association
Multnomah Bar Association
Oregon State Bar Legal Opinions Subcommittee, Past Chair
Oregon Secretary of State Working Group – Benefit Company Legislation, Past Member
Multnomah Bar Association
Oregon State Bar Legal Opinions Subcommittee, Past Chair
Oregon Secretary of State Working Group – Benefit Company Legislation, Past Member
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Awards & Recognition
The Best Lawyers in America
2014-2019, Closely Held Companies & Family Business Law
2013-2019, Corporate Compliance Law
2014, Lawyer of the Year – Corporate Compliance Law, Portland
2013-2019, Corporate Compliance Law
2014, Lawyer of the Year – Corporate Compliance Law, Portland
Chambers USA: America's Leading Lawyers
2015-2018, Corporate/M&A
Portland Business Journal
2008, Forty Under 40
Super Lawyers
2009, Oregon Rising Star – Mergers & Acquisitions
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Recent News
12.17.2018
Pendleton Whisky Sale Wins Mexican Deal of the Year
The sale of the Pendleton Whisky brands to Mexico-based Becle (the parent company of U.S. subsidiary Proximo Spirits and owner of Jose Cuervo Tequila) was honored with the Mexico Deal of the Year award at the 2018 M&A Atlas Awards ceremony, which was…
8.17.2018
Best Lawyers in America® Names 51 Tonkon Torp Attorneys to 2019 List
Fifty-one Tonkon Torp lawyers representing 41 practice areas have been selected for inclusion in The Best Lawyers in America® 2019. Nearly all attorneys have been named to the list in past years, and have been recognized for more than five years
6.29.2018
Jeff Cronn Reviews Family Business Exit Options for OSU Podcast
Tonkon Torp attorney Jeff Cronn was interviewed by Roger Anderson for the Oregon State University (OSU) College of Business "Family Business 360" podcast, discussing three common exit options for family business owners. The podcast interview was a…
6.4.2018
Chambers USA Names 20 Tonkon Torp Attorneys as Leaders in Their Field
Chambers USA: America's Leading Lawyers for Business has named 20 Tonkon Torp attorneys in seven practice areas as leaders in their field for 2018. The annual reference directory ranks Oregon’s leading lawyers based on interviews with clients and…
5.11.2018
Jeff Cronn Leads Family Business Exit Strategy Session hosted by OSU
Tonkon Torp attorney Jeff Cronn led an exit strategy session for family business owners at the April 12 “Family Business 360” seminar, hosted by the Austin Family Business Program of Oregon State University. Jeff stressed the importance of family…
11.3.2017
Tonkon Torp Attorneys Share M&A Expertise in Thought Leader Forum
Tonkon Torp business attorneys Jeff Cronn and Ben Lenhart are featured in the new "Thought Leader Forum," focused on the topic of mergers and acquisitions. The "Thought Leader Forum" was published as a supplement in today's Portland Business Journal…
8.16.2017
Best Lawyers in America® Names 49 Tonkon Torp Attorneys to 2018 List
Forty-nine Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2018. Nearly all attorneys have been named to the list in past years, and have been recognized for more than five years…
5.25.2017
Jeff Cronn Covers Business Transitions for Closely Held Businesses
On May 17, Tonkon Torp business attorney Jeff Cronn was a featured speaker at a business transition planning seminar hosted by KeyBank for over 100 owners and executives of closely held businesses. Jeff provided an overview of legal issues arising in…
4.24.2017
The Heart of the Deal: M&A Updates and Forecasts for 2017
Jeff Cronn was one of four attorneys interviewed for a recent Portland Business Journal article on the state of mergers and acquisitions in the northwest. During 2015, Portland's mergers and acquisitions scene bubbled over, with massive deals dotting…
4.20.2017
Jeff Cronn Lends Contract Drafting Expertise to Law Students
On April 10, Tonkon Torp business attorney Jeff Cronn presented on contract drafting principles to students at Lewis & Clark Law School. Jeff framed the discussion about the importance of effective contract drafting by sharing anecdotes about the…
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Recent Alerts
6.20.2012
JOBS Act Directs SEC to Lift Ban on General Solicitation and General Advertising in Rule 506 Offerings
The recently enacted Jumpstart Our Business Startups Act (JOBS Act) directs the U.S. Securities and Exchange Commission (SEC) to adopt rules that remove the existing prohibition against general advertising and general solicitation in private…
4.23.2012
SEC Adopts Final Rules on Performance-Based Fees
As discussed in a previous Tonkon Tip, the Securities and Exchange Commission issued an order raising the financial thresholds of Rule 205-3 under the Investment Advisers Act of 1940, which provides that only "qualified clients" may be charged a…
2.6.2012
Final ERISA Service Provider Fee Disclosure Rules Go Into Effect July 1, 2012
On February 2, 2012, the Department of Labor ("DOL") issued final regulations requiring service providers to ERISA retirement plans to disclose information about the service providers' compensation and potential conflicts of interest. The final rules…
1.25.2012
SEC Overhauls Form ADV Part 1A to Conform to New Dodd-Frank Requirements
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 has significantly changed how investment advisers are regulated. Among other things, the Act (a) increased the amount of assets under management required for SEC registration and…
7.15.2011
SEC Extends Deadlines for Compliance with New Investment Adviser Registration Regime under Dodd-Frank
As we detailed in a previous Tonkon Tip, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank") makes significant changes to the current investment adviser regulatory regime.
6.28.2011
New ERISA Participant-Directed Plan Disclosure Rules
A discussion of the new Department of Labor rules, enumerating the plan and investment-related information that employers must furnish to participants.
2.15.2011
Get Ready Now to Comply with ERISA Service Provider Fee Disclosure Rules
On January 1, 2012, new rules go into effect that will require investment advisers, brokers and others who provide services to ERISA plans to disclose to plan fiduciaries information relating to the service provider's compensation. This disclosure is…
1.12.2011
SEC Extends Deadline for Brochure Supplements for Certain RIAs
As discussed in a previous Tonkon Tip, the SEC recently amended the requirements of Form ADV Part 2 to require registered investment advisers to provide clients with a "brochure" under Part 2A of Form ADV and "brochure supplements" under Part 2B of…
12.7.2010
DOL Proposes Broader Definition of ERISA "Fiduciary" Applicable to Investment Advisers
On October 22, 2010, the Department of Labor ("DOL") published proposed regulations that would broaden the definition of when a person is an ERISA "fiduciary" by reason of giving investment advice to an employee benefit plan or a plan's participants…
12.2.2010
SEC Amends Part 2 of Form ADV to Create New Disclosure Regime for RIAs
The SEC recently amended the requirements for the principal disclosure document that SEC-registered advisers provide to their clients and prospective clients. Under the previous Form ADV Part II, advisers were required to respond to a series of…
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Publications & Presentations
“Exit Stage RIght – Understainding Your Family Business Exit Options,” Austin Family Business Program, Oregon State University, April 2018
“Oregon Befefit Companies – Greenwashing or a Real Change?” March 2018
"Business Transitions: Employee Purchase or Sale," KeyBank, May 2017
"The Heart of the Deal: M&A Attorneys Reveal the Most Important Steps, Make 2017 Forecasts," Portland Business Journal, April 2017
"Contract Drafting," Lewis & Clark Law School, April 2017
"Thought Leader Forum – Succession Planning," Portland Business Journal, June 2016
"Indemnity Provisions & Principles: Traps for the Unwary," Oregon State Bar Business Law Section, Bend, OR, June 2016
"Legal Perspective on Business Transitions," KeyBank, May 2016
"Insights into Indemnification Provisions," Oregon State Bar, July 2015
"Oregon's New Crowdfunding Rule," Oregon State Bar Securities Regulation Section, February 2015
"Crowdfunding for Small Oregon Businesses – Proposed New Rules," The Long View, Oregon State Bar Sustainable Future Section, Winter 2014
"Growth by Affiliation or Acquisition," Business & Industry Conference, Oregon Society of CPAs, October 2014
"Corporate Social Responsibility: Making it Meaningful," Oregon State Bar Sustainable Future Section Newsletter, Summer 2014
"Business Transition Legal Planning," Business Transition Seminar, KeyBank, May 2014
"Corporate Social Responsibility Reporting: Making it Meaningful," OSB Sustainable Future Section, February 2014
"Looking Past the 'Big Law' Business Model," Portland Business Journal, January 2014
"How to Obtain and Preserve Value When Selling a Business," Daily Journal of Commerce, November 2013
"Real Life Ethics Issues in Business Deals and Litigation," OSB Business Litigation Section, November 2013
"Spring Wind and Rain: Too Much of a Good Thing?" Daily Journal of Commerce, June 2012
"Protecting the Board of Directors," Daily Journal of Commerce, June 2012