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Overview
Jessica, a Tonkon Torp partner, is a regulatory compliance lawyer who helps clients in highly regulated industries maintain compliance throughout the life of their businesses—from seed to sale.
Her extensive experience spans more than a decade and includes several industries, beginning with the financial services industry and expanding to include regulated-substance industries, such as cannabis and alcohol. Jessica has her finger on the pulse of regulatory change within these industries and is widely recognized as a thought leader and a strong client advocate.
Within financial services, Jessica, co-chairs the firm’s Financial Services & Investment Management Practice Group, advises pooled investment funds, private equity funds, financial institutions, and investment advisers on all types of regulatory issues, including the Securities Act of 1933, Securities and Exchange Act of 1934, Investment Advisers Act, Investment Company Act, self-regulatory organization rules, and state blue-sky regulation. She previously worked as in-house legal for a private equity company and brought that real-world experience and entrepreneurial bent to her practice, where she is known for her business-minded, client-focused perspective, as well as for her efficiency and responsiveness.
On other regulatory matters, Jessica has been involved the cannabis industry since recreational use was legalized in Oregon. She advises clients on the unique legal landscape governing cannabis from both an historic and contemporary perspective. Since the industry’s inception in 2015, the firm has built one of the most comprehensive client lists in the state and Jessica has been involved in hundreds of transactions, including some of the largest to date. She is also known for her thoughtful leadership within the industry. She serves on the Executive Committee of the Oregon State Bar Cannabis Law Section, helping educate Oregon lawyers and judges, sharing information, and evaluating cannabis laws in Oregon. She is also a member of the board of directors for the NuLeaf Project, which provides: funding for cannabis businesses, prioritizing funding for people from communities disproportionately harmed by cannabis criminalization; skill-building and mentoring for entrepreneurs and professionals; and national and state equity policy development and advocacy.
Within both the financial services and regulated-substance industries, Jessica helps clients on strategy development, formation, financing, operations, all the way through to acquisitions—acting proactively—to help avoid pitfalls. For example, she regularly helps navigate M&A deals, advising clients on how to navigate regulatory issues for both buyers and sellers, such as valuation issues, deal structuring, and why sale structure is important from a regulatory approval perspective.
During her personal time, Jessica and her husband are busy raising their two young children and operating a car rally event business called the Gambler 500.
Her extensive experience spans more than a decade and includes several industries, beginning with the financial services industry and expanding to include regulated-substance industries, such as cannabis and alcohol. Jessica has her finger on the pulse of regulatory change within these industries and is widely recognized as a thought leader and a strong client advocate.
Within financial services, Jessica, co-chairs the firm’s Financial Services & Investment Management Practice Group, advises pooled investment funds, private equity funds, financial institutions, and investment advisers on all types of regulatory issues, including the Securities Act of 1933, Securities and Exchange Act of 1934, Investment Advisers Act, Investment Company Act, self-regulatory organization rules, and state blue-sky regulation. She previously worked as in-house legal for a private equity company and brought that real-world experience and entrepreneurial bent to her practice, where she is known for her business-minded, client-focused perspective, as well as for her efficiency and responsiveness.
On other regulatory matters, Jessica has been involved the cannabis industry since recreational use was legalized in Oregon. She advises clients on the unique legal landscape governing cannabis from both an historic and contemporary perspective. Since the industry’s inception in 2015, the firm has built one of the most comprehensive client lists in the state and Jessica has been involved in hundreds of transactions, including some of the largest to date. She is also known for her thoughtful leadership within the industry. She serves on the Executive Committee of the Oregon State Bar Cannabis Law Section, helping educate Oregon lawyers and judges, sharing information, and evaluating cannabis laws in Oregon. She is also a member of the board of directors for the NuLeaf Project, which provides: funding for cannabis businesses, prioritizing funding for people from communities disproportionately harmed by cannabis criminalization; skill-building and mentoring for entrepreneurs and professionals; and national and state equity policy development and advocacy.
Within both the financial services and regulated-substance industries, Jessica helps clients on strategy development, formation, financing, operations, all the way through to acquisitions—acting proactively—to help avoid pitfalls. For example, she regularly helps navigate M&A deals, advising clients on how to navigate regulatory issues for both buyers and sellers, such as valuation issues, deal structuring, and why sale structure is important from a regulatory approval perspective.
During her personal time, Jessica and her husband are busy raising their two young children and operating a car rally event business called the Gambler 500.
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Featured Representative Matters
Jessica's work for investment management clients includes:
- Advising on regulatory compliance of SEC and state rules and regulations, compliance policies and procedures, code of ethics, state and federal regulatory requests, state and federal regulatory filings, and GLBA privacy
- Drafting of merger and acquisitions transaction documents, investment management and advisory agreements, solicitation agreements, and disclosure documents
- Preparing offering documents for investment funds and fund managers
- Drafting securities offering documents, risk factors, securities filings for exempt offerings
- Advising on Form ADV, Form U4, Form CRS, Form PF and other related filings
Her work for private corporate clients, including cannabis companies, involves:
- Drafting corporate transaction documents and counseling on business matters
- Corporate and investment fund formation—LLCs, corporations, LPs
- Participation in board meetings, and preparation and advice on corporate governance
- Helping with all regulatory aspects of mergers & acquisitions
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Featured Work
Tonkon Torp Represents Vestas in Acquisition of UpWind Solutions
Tonkon Torp represented its client Vestas, the world's largest manufacturer of wind turbines, in the acquisition of UpWind Solutions, Inc., an independent service provider for wind power plants in nine US states. The $60 million acquisition furthers Vestas's strategic objectives for its North America service business.
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Community Involvement & Activities
NuLeaf Project
2020-Present, Board of Directors
Oregon State Bar Cannabis Law Section
2019-Present, Executive Committee
Oregon State Bar House of Delegates
2016-Present, Region 5, Delegate
Oregon Club of Portland
2015-2018, Board of Directors
2017-2018, Secretary
Executive Committee
Greater Portland Compliance Association
Board of Directors
2011-2013, Secretary
Portland Business Alliance
Leadership Portland Class of 2016
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Professional Memberships
Multnomah Bar Association
Oregon Women Lawyers
PDX BizWomen Coalition
Oregon Women Lawyers
PDX BizWomen Coalition
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Awards & Recognition
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Recent News
4.30.2021
Jessica Morgan and Jarell Hunt Deliver SEC Marketing Update for OSB
Tonkon Torp attorneys Jessica Morgan and Jarell Hunt hosted a briefing for the Oregon State Bar Securities Regulation Section on April 14. Their program focused on the upcoming changes to and consolidation of the SEC’s advertising and solicitation…
3.2.2021
Tonkon Torp Attorneys Share What's in Store for Oregon Cannabis M&A
Attorneys from Tonkon Torp’s Cannabis Industry and Mergers & Acquisitions practice groups co-hosted a webinar on M&A trends for Oregon’s cannabis industry with representatives from MGO, a CPA and accounting consulting firm with a substantial cannabis…
11.6.2020
Tonkon Torp Attorneys Host Briefing for Greater Portland Compliance Association
Tonkon Torp hosted a virtual informational session for the Greater Portland Compliance Association (GPCA). Attorneys from Tonkon Torp’s Financial Services & Investment Management and Information Privacy & Security groups provided a comprehensive…
9.25.2020
Jessica Morgan Joins Board of Directors for NuLeaf Project
Tonkon Torp partner Jessica Morgan has joined the Board of Directors for NuLeaf Project, a nonprofit organization that addresses equity hurdles for underserved cannabis businesses.
5.19.2020
Financial Services Attorneys Host COVID-19 Impact Webinar for Investment Advisors
Tonkon Torp Financial Services attorneys Jessica Morgan, Christopher Pallanch and Jarell Hunt hosted a webinar for investment advisors and private fund managers to explore how COVID-19 has impacted regulations, compliance requirements, examinations…
5.14.2020
Tonkon Torp Holds Pandemic Primer Webinar for Oregon Cannabis Businesses
Tonkon Torp hosted a webinar to help guide cannabis businesses through the unique challenges that the cannabis industry faces due to COVID-19. The panel featured attorneys Danica Hibpshman, Jessica Morgan, Ferdie Ruplin, and David Petersen. Alex…
4.24.2020
Sherrill Corbett and Jessica Morgan Explore Cannabis Business Transition Strategies for PBJ Podcast
Sherrill Corbett and Jessica Morgan were featured guests on the April 8 episode of the Portland Business Journal’s Thought Leadership Podcast. Their episode explored smart transition strategies for businesses in the cannabis industry.
2.6.2020
Four Tonkon Torp Attorneys Appointed to OSB Section Executive Committees
Four Tonkon Torp attorneys have been appointed to the Executive Committees of their respective Oregon State Bar (OSB) sections.
1.31.2020
Sherrill Corbett and Jessica Morgan Lead M&A Panel for Oregon Cannabis Association
Tonkon Torp partners Sherrill Corbett and Jessica Morgan led a panel discussion on M&A in the cannabis industry at the Oregon Cannabis Association member happy hour. Tapping into their experience of helping clients sell or seek investment in a…
10.7.2019
Tonkon Torp Sponsors and Presents at Retreat for Female-led Cannabis Companies
Tonkon Torp attorneys Sherrill Corbett, Jessica Morgan, and Kristin Bremer Moore were featured speakers at Females to the Front, a retreat for women founders in the cannabis space hosted by The Initiative.
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Recent Alerts
3.10.2021
SEC Division of Examinations Announces 2021 Priorities
On March 3, 2021, the Security and Exchange Commission’s Division of Examinations (formerly the Office of Compliance Inspections and Examinations, now either “the Division” or “EXAMS”) announced its fiscal year 2021 examination priorities.
3.10.2021
SEC Publishes Revised Investment Adviser Marketing Rule, Effective May 4, 2021
At long last, the SEC has finally published its Revised Investment Adviser Marketing Rule. effective as of May 4, 2021. Investment advisers will have 18 months following the effective date, or until November 4, 2022, to come into compliance with the…
4.21.2020
Tips on Looking for Funding for Your Cannabis Company
Funding a business with startup or growth capital is a universal challenge, but cannabis businesses face at least one unique hurdle in the continuing federal illegality of the industry. Aside from the difficulty in accessing banking resources…
11.18.2019
SEC Proposes Amendments to Advertising and Solicitor Rules
On November 4, the Securities and Exchange Commission (SEC) announced proposals to amend Rules 206(4)-1 and 206(4)-3 under the Investment Advisers Act of 1940 (Act). The proposed amendments are aimed at modernizing these rules.
9.10.2019
5 Ways To Gain High Ground While Selling a Cannabis Company
Notwithstanding federal law, a sign of the maturing cannabis and CBD markets is the sharp rise in M&A activity to build scale and market share. Marijuana Business Daily notes that as of August 2019, 233 M&A transactions were completed in the U.S…
6.27.2018
Supreme Court Throws Out SEC Administrative Law Judge Process
On June 21, 2018, the Supreme Court of the United States invalidated the process that the Securities and Exchange Commission ("SEC") had been using to appoint administrative law judges. Staff from the SEC had selected administrative law judges as…
4.3.2018
Elder Abuse Prevention and Prosecution Act
We previously talked about recent changes to Oregon law and FINRA rules relating to elder abuse prevention and the prosecution of financial services companies for noncompliance. This article focuses on The Elder Abuse Prevention and Prosecution Act…
2.7.2018
SEC's Office of Compliance Inspections and Examinations Priorities for 2018
On February 7, 2018, the Security and Exchange Commission's Office of Compliance Inspections and Examinations announced its 2018 examination priorities. For 2018, OCIE's priorities fit into five broad categories.
1.9.2018
New “Financial Abuse” Mandatory Reporting Requirements for Oregon Investment Adviser Representatives
Effective January 1, 2018, Oregon's securities regulation laws started imposing a mandatory reporting requirement in certain circumstances on "qualified individuals"—including investment adviser representatives—to protect "vulnerable persons" from…
4.7.2017
DOL Fiduciary Rule Delayed for 60 Days
Today, April 7, 2017, the Federal Register published the U.S. Department of Labor's (DOL) final rule extending the applicability date of the ERISA Fiduciary Rule from April 10, 2017 to June 9, 2017. A copy of the final rule is available here. Other…
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Publications & Presentations
"New Advertising and Marketing Rule(s) for Investment Advisers," Oregon State Bar Securities Regulation Section, April 2021
"SEC Division of Examinations Announces 2021 Priorities," Tonkon Torp Legal Update, March 2021
"SEC Publishes Revised Investment Adviser Marketing Rule, Effective May 4, 2021," Tonkon Torp Legal Update, March 2021
Moderator, "What’s in Store for Oregon Cannabis M&A," January 2021
"Compliance and Enforcement Update," Greater Portland Compliance Association, October 2020
"Managing Investment Adviser Compliance in the Global Pandemic," May 2020
Panelist, "A Pandemic Primer for Cannabis Businesses – Unique Challenges for a Unique Industry," April 2020
Podcast, "How to Transition Your Cannabis Business," Portland Business Journal, April 2020
"Tips on Looking for Funding for Your Cannabis Company," Portland Business Journal, April 2020
Panelist, "M&A in the Cannabis Industry," Oregon Cannabis Association, January 2020
"SEC Proposes Amendments to Advertising and Solicitor Rules," Tonkon Torp Legal Update, November 2019
"Fundraising and Investing 101," The Perlane, October 2019
"5 Ways to Gain High Ground While Selling a Cannabis Company," Portland Business Journal, September 2019
Panelist, "Thrive – A Seminar for Women Business Leaders," November 2018
"Compliance and Enforcement Update," Greater Portland Compliance Association, September 2018
Panelist, "Drug Money in the Age of Regulated Cannabis," RIMS, The Risk Management Society Western Regional Conference, September 2018
"Compliance and Enforcement Update," Greater Portland Compliance Association, October 2017
"Fund Strategies & Structures: Trends and Best Practices," Oregon Angel Fund, June 2017
"Department of Labor Fiduciary Rule Overview," Greater Portland Compliance Association, September 2016
"To Be or Not to Be an Equity Crowdfunding Portal?" March 2016
"Cyber Security," Greater Portland Compliance Association Q2 Educational Session, June 2015
"Data Breaches: Legal, Regulatory and Reputational Issues," Women's Networking Group, March 2015
"M&A Brokers and Avoiding Broker-Dealer Registration," October 2014
"SEC Guidance on Cybersecurity and Use of Social Media," Greater Portland Compliance Association, June 2014