Services & Industries
J.D., cum laude, University of Michigan Law School, 1994
BA., University of California, Berkeley, 1991, Phi Beta Kappa
University of Stirling, Stirling, Scotland, 1989-90 school year
Bar & Court Admissions
Oregon State Bar
Jeff is a business and corporate partner at Tonkon Torp. 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 advises clients with regard to partnership and equity ownership disputes.
Jeff is known for his ability to combine technical skill, practical problem solving, and strategic business advice. He has significant experience in the consumer products, professional services, food and beverage, financial services, technology, and manufacturing industries. Jeff’s representative clients include Hood River Distillers, M Financial Group, RVK, Inc., McCall Terminals, Nike, VTech Communications, Hallmark Inns and Resorts, Opus Agency, Renaissance Custom Homes, ECO Northwest, Air-Weigh, the James F. and Marion L. Miller Foundation, and Portland area law firms.
Jeff is a member of Tonkon Torp’s Managing Board and Co-Chair of the firm’s Business Transitions Practice Group. He is a frequent speaker before industry and professional groups on family business, business succession, finance, and corporate governance issues.
Jeff’s interest in nonprofit organizations includes his service as a director of Albertina Kerr, his prior service as a director and treasurer of Oregon Humanities, and his leadership in the formation and operation of Marathon Scholars. He also assists the James Beard Public Market, Friends of William Stafford, Sisters Arts Association, and a number of other nonprofits in the Portland area.
Get to Know
By day, Jeff has a busy transactional and corporate law practice – evenings and weekends find him in the kitchen, cooking for his family and enjoying regular trips to his neighborhood farmers’ market. For the past decade and a half, Jeff has been actively involved in the effort to create the James Beard Public Market in downtown Portland, providing it significant pro bono corporate, governance and nonprofit work. The market will be a great civic amenity, an everyday showcase for local food producers, and a centerpiece for regional tourism.
Acquisition of Nonprofit Religious Corporation
Represented nonprofit religious corporation in acquisition of assets of second nonprofit religious corporation, including church property and charter school lease, and refinancing of existing debt.
Business Software Services Provider
Represented a business-to-business software services provider in the sale of its assets to a strategic buyer. The transaction involved highly negotiated and significant earnout provisions. Tonkon Torp also played a significant role in addressing and reconciling the differing and strongly held views of the family shareholders.
Opus Agency Equity Investment Transaction
Represented client Opus Agency in a significant equity transaction with private equity firm Fan Creek Capital, providing substantial additional growth capital to Opus.
Sale to Coldstream Capital Management, Inc.
Represented Western Pacific Investment Advisers, Inc. in its sale to Coldstream Capital Management, Inc.
Government Contracting Debarment Threat
Assisted client in researching and analyzing alleged threats of debarment or suspension as a government contractor under the Federal Acquisition Regulations and assisted client with general corporate governance matters.
Acquisition of Unicru, Inc.
Represented Kronos as Oregon counsel in the acquisition of Unicru, Inc. for $150 million.
Represented Kronos as Oregon counsel in the $1.8 billion buyout of Kronos by a private equity fund.
Corporate Control Dispute
Counsel to Board of Directors in corporate control dispute with respect to $500 million business.
D & M Holdings
Oregon counsel for D & M Holdings U.S. in acquisition of Calrec Audio.
Oregon corporate counsel to Enron Corp. during its reorganization.
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.
Oregon counsel for Kronos in its $1.8 billion going private transaction.
Representation of Opus Agency in connection with significant growth capital investment.
Representation of companies and owners in resolution of corporate, limited liability company, and other business entity ownership disputes.
Representation of the buyer in its acquisition of the controlling interest in a Portland restaurant.
Seed & Venture Funding
Representation of technology and other growth companies in seed and venture funding transactions.
Representation of shareholder in multi-million dollar settlement of shareholder dispute.
Sale of Eagle Newspapers Publications to Pamplin Media Group
Represented Eagle Newspapers in the sale of six of its weekly newspapers to Pamplin Media Group. The newspapers involved were the Woodburn Independent, Canby Herald, Newberg Graphic, Wilsonville Spokesman, Molalla Pioneer and Madras Pioneer. Eagle Newspapers is owned by former U.S. congressman Denny Smith. Pamplin Media Group is owned by businessman and philanthropist Dr. Robert Pamplin Jr.
Reorganization of Company Entities and Divisions
Represented Dental Components, Inc., a dental products manufacturer, in connection with the reorganization of seven corporate and limited liability company entities and divisions, and subsequent sale of related assets for $83 million.
Nike Acquisition of Converse, Inc.
Represented Nike, Inc. in connection with the acquisition of Converse, Inc. stock for $305 million.
Nike Acquisition of Hurley
Represented Nike, Inc. in connection with the acquisition of Hurley.
Purchase of Oregon Pulp Mill
Represented Wayzata Investment Partners, a private equity fund, in connection with a $31.2 million cash purchase of an Oregon pulp mill from the Chapter 7 bankruptcy trustee.
Sale of Industrial Equipment Manufacturer Assets and Real Property
Represented a heavy equipment manufacturer in the sale of its business assets and real property which involved debt payoff, real property sale and leasing, and product manufacturing issues.
(Multnomah County Circuit Court) – Successfully assert claims for breach of judicial dissolution, breach of fiduciary duty and breach of shareholder agreement seeking damages of $6.0 million.
Sale of Industrial Production Facility and Related Technology
Representation of sellers in $100 million+ sale of industrial production facility to private equity buyer. Operating company recognized to have the best available technology for the manufacturing of its industrial products.
Nike Sale to Iconix Brand Group
Represented Nike, Inc. in connection with the sale of Official Starter brand assets to Iconix Brand Group for $60 million.
Nike Sale to Kohlberg & Co.
Represented Nike, Inc. in connection with the sale of NIKE Bauer Hockey, Inc. to Kohlberg & Co. for $200 million.
Nike Acquisition of Starter
Represented Nike, Inc. in connection with the acquisition of Starter for $43 million.
Sale of Pulp Mill
Represented Wayzata Investment Partners, a private equity fund, in connection with a sale of Halsey, Oregon pulp mill.
McLean v. Saltchuk, King County Superior Court
Represented three brothers who sold their family trucking business in several proceedings in both court and arbitration. The claims involve indemnity and other issues under a Stock Purchase Agreement, real estate matters, professional malpractice, and taxation.
Tonkon Torp guided client Herbert Malarkey Roofing Company through a successful $1.35 billion stock sale to Switzerland-based Holcim Group, one of the world’s largest building products companies. The deal secured a place as one of Oregon’s largest M&A transactions in 2021.
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.
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 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 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.
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 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.
Community Involvement & Activities
Albertina Kerr, Board Member
James Beard Public Market
Friends of William Stafford
Marathon Education Partners, Past Board Member and Past Chair
Oregon Humanities, Past Board Member and Past Treasurer
Oregon State Bar Legal Opinions Subcommittee, Past Chair
Oregon Secretary of State Working Group – Benefit Company Legislation, Past Member
American Bar Association
Multnomah Bar Association
The Best Lawyers in America
2013-2024, Corporate Compliance Law
2014-2024, Closely Held Companies & Family Business Law
2022, Lawyer of the Year – Closely Held Companies & Family Business Law, Portland
2014, Lawyer of the Year – Corporate Compliance Law, Portland
2023, Oregon Super Lawyer – Mergers & Acquisitions
2009, Oregon Rising Star – Mergers & Acquisitions
Portland Business Journal
2008, Forty Under 40
Tonkon Torp LLP has appointed partner Jeffrey Cronn as Co-Chair of its Business Transitions Practice Group, along with partner Adam Adkin.
Forty-nine Tonkon Torp lawyers representing 36 practice areas have been selected for inclusion in The Best Lawyers in America® 2024. All of the attorneys have been previously named to the peer-review list, and most have been listed for more than 10 years.
Tonkon Torp elected Anna Sortun and Jeffrey Cronn to the firm’s Managing Board, effective July 1, 2023.
Thirty-nine Tonkon Torp attorneys in 12 practice areas have been included in the 2023 Oregon Super Lawyers or Rising Stars lists.
Chambers USA has recognized 26 Tonkon Torp attorneys in eight practice areas in its Chambers USA 2023 Guide.
By Jeffrey Cronn – A potential business sale transaction can be an exciting time for a business owner. The sale represents pay-off for all the hard work over years or even decades.
By Jeffrey Cronn – A potential merger or acquisition transaction can be an exciting time for a business owner who has poured heart and soul into building a company over years or even decades. A sale represents pay-off for all that hard work.
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 operations
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 Administration (“SBA”) and/or (b) they should return their loans now. This client alert addresses key aspects of the recent SBA guidance and provides guidance for businesses who are evaluating these issues.
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 that can provide capital resource support in the wake of COVID-19.
Publications & Presentations
“How to Shape a Successful Business Sale,” Oregon Business, September 2022
“Key Ingredients for a Successful M&A Deal,” Portland Business Journal, February 2022
Moderator, “PPP Loan Forgiveness: Now, Later, Never?” June 2020
Moderator, “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
Co-Author, “Financing” Chapter, Advising Oregon Businesses, Oregon State Bar