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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 Represents SensiML in Sale to QuickLogic
Tonkon Torp represented Beaverton’s early-stage SensiML Corporation in its acquisition by QuickLogic Corporation, a California-based public company. SensiML spun off from Intel Corporation in 2017 to offer a platform-independent software toolkit that allows equipment manufacturers to develop pattern matching sensor algorithms using machine learning technology.
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
2014-2020, Closely Held Companies & Family Business Law
2013-2020, Corporate Compliance Law
2014, Lawyer of the Year – Corporate Compliance Law, Portland
2013-2020, Corporate Compliance Law
2014, Lawyer of the Year – Corporate Compliance Law, Portland
Chambers USA: America's Leading Lawyers
2015-2020, Corporate/M&A
Portland Business Journal
2008, Forty Under 40
Super Lawyers
2009, Oregon Rising Star – Mergers & Acquisitions
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Recent News
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…
4.27.2020
Chambers USA Names 20 Tonkon Torp Attorneys in 2020 Ranking
Chambers USA: America's Leading Lawyers for Business has recognized 20 Tonkon Torp attorneys in seven practice areas in its 2020 USA Guide. Eighteen of the Tonkon Torp attorneys named have been previously ranked by Chambers.
9.13.2019
Jeff Cronn Talks Transition Planning for Family-Owned Businesses
Jeff Cronn has an article, "Exit Ahead: Transition Planning for Family-Owned Businesses," published in the September issue of Oregon Business magazine. Family-owned businesses drive the Oregon economy and as a wave of baby boomer business owners eye…
8.15.2019
2020 List for Best Lawyers in America® Includes 48 Tonkon Torp Attorneys
Forty-eight Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2020. A majority of attorneys have been named to the list in past years, and most have been recognized for more than five…
6.11.2019
Jeff Cronn Leads Conversation on Non-Family Board Members for OSU
Tonkon Torp attorney Jeff Cronn led a session on the value of outside board members for family business owners at a recent “Family Business 360” event, hosted by the Austin Family Business Program of Oregon State University.
4.29.2019
Chambers USA Names 23 Tonkon Torp Attorneys in 2019 Ranking
Chambers USA: America's Leading Lawyers for Business has recognized 23 Tonkon Torp attorneys in seven practice areas in its 2019 USA Guide.
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…
9.28.2018
Tonkon Torp Donates to Oregon Humanities
Tonkon Torp made a donation to Oregon Humanities, an independent, nonprofit affiliate of the National Endowment for the Humanities. Jeff Cronn organized the donation, which supports Think & Drink – conversations with writers, civic leaders, activists…
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Recent Alerts
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…
5.7.2020
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…
4.29.2020
FAQ: COVID-19 Impact & Financial Resources for Businesses
s businesses are required to remain shut down as a result of the COVID-19 pandemic, access to capital resources continues to be a pressing issue for our clients. This FAQ addresses many questions that businesses may have about governmental programs…
4.7.2020
Supplemental FAQ for SBA Loans under the CARES Act - Paycheck Protection Program
On April 2, 2020, the U.S. Small Business Administration (“SBA”) published an Interim Final Rule (“IFR”) addressing the implementation of the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act…
3.31.2020
FAQ for SBA Loans for Businesses under the CARES Act
On March 27, 2020, the CARES Act, a $2 trillion stimulus package aimed at aiding individuals and businesses in the U.S. that have been impacted by the COVID-19 pandemic, was signed into law. The CARES Act includes a $349 billion allocation of funding…
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.
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Publications & Presentations
"PPP Loan Forgiveness: What Do We Do Now?" May 2020
"PPP Loan Certification Guidance – Should I Give the Money Back?" Tonkon Torp Legal Update, May 2020
"FAQ: COVID-19 Impact & Financial Resources for Businesses," Tonkon Torp Legal Update, April 2020
Panelist, "Preparing to Thrive in the Recovery: Cash Flow, PPP Loans, and Alternative Capital," April 2020
"Supplemental FAQ for SBA Loans under the CARES Act - Paycheck Protection Program," Tonkon Torp Legal Update, April 2020
"FAQ for SBA Loans for Businesses under the CARES Act," Tonkon Torp Legal Update, March 2020
“Exit Ahead: Transition Planning for Family-Owned Businesses,” Oregon Business Magazine, September 2019
"Inviting Outsiders In – Exploring the Value of Non-Family Board Members," Austin Family Business Program, Oregon State University, March 2019
"Exit Stage Right – Understanding Your Family Business Exit Options," Austin Family Business Program, Oregon State University, April 2018
"Oregon Benefit 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