Services & Industries
J.D., Vanderbilt University Law School
M.B.A., Owen Graduate School of Management, Vanderbilt University
B.A., Boston College
Bar & Court Admissions
Oregon State Bar
U.S. District Court for the District of Oregon
A partner in the firm’s Business Department, Claire has experience addressing a broad range of legal issues facing businesses, including in the fields of securities law, corporate finance, corporate governance, contract negotiation, and general business. She works with both new and established companies, and enjoys participating in Portland’s vibrant startup ecosystem. Claire is a frequent speaker on fundraising options available to early-stage companies.
Claire is also a member of the firm’s Mergers & Acquisitions Practice Group, where she facilitates a variety of transactions for both buyers and sellers across industries, with a particular interest in consumer products companies.
Claire holds joint graduate degrees from Vanderbilt University Law School and the Owen Graduate School of Management at Vanderbilt University.
A Portland native, Claire enjoys cooking, hiking, and spending time with her family.
Get to Know
Long before bread baking became a favored COVID-19 stay-at-home pastime, attorney Claire Brown was happy to have her hands in dough. After Claire’s first child arrived, she found that she wanted to pursue a personal development project that wasn’t related to work or taking care of a baby. Bread making was just the right skill to take on with limited time and energy. Claire found a valuable resource for her self-guided bread journey in the book Flour Water Salt Yeast, by Ken Forkish, of Ken’s Artisan Pizza fame. Now that her daughter is two, and she has welcomed her second child, baking with her oldest is a sweet bonding activity for the duo to share every week.
So far, Claire’s favorite bread to work on is Focaccia topped with her daughter’s choice of vegetable artwork. She has also cracked the code to sourdough after making her own starter to use in breads and her daughter’s favorite, sourdough waffles. To continue the challenge, Claire has broached brioche as the next style of bread she wants to explore.
“Bread making is fun and satisfying, but low stakes,” shared Claire. “I enjoy the challenge of getting it right, but if I’m not happy with the end result I can just try a different way and work through it.”
Claire’s hope is that she and her daughters will continue to bond and share new discoveries through making, baking, and breaking bread together.
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.
Sale of Specialty Pharmacy Company
Represented seller in the restructure and sale of a 51% interest in a specialty pharmacy company.
Formation of Qualified Opportunity Fund
Formed and organized a Qualified Opportunity Fund, Qualified Opportunity Zone Business, and Fund Manager for purposes of investing in real estate located in an opportunity zone in Portland, Oregon.
Acquisition of Shopping Center during COVID Crisis
Represented client in the acquisition of a Willamette Valley shopping center in completion of a 1031 exchange. The coronavirus crisis hit during the due diligence period, resulting in a massive drop-off in tenants' businesses and thereby drastically affecting the transaction pro forma. Assisted buyer to implement creative solutions with the seller to save the transaction by sharing the risk of reduced landlord revenues in the short term after closing.
Sale of Form Factory, Inc.
Tonkon Torp represented its client, Form Factory, Inc., a retail cannabis processor, in all aspects of its sale to Acreage Holdings, Inc., a publicly traded company in Canada, in an all-stock merger transaction valued at $160 million. The transaction was extremely complicated and included Oregon Liquor Control Commission licensing and other regulatory issues, complicated Delaware statutory structures, Canadian securities law considerations, complex subsidiary ownership and joint ventures, and numerous third parties.
Successful Business Exit Through Stock Sale
Advised and represented the owners of a hemp processing business in the sale of all issued and outstanding shares of the company to a buyer looking to acquire the operations of the business and related branding.
Financing for Drone Software and Infrastructure Startup Company
Assisted SkyWard IO, a Portland-area startup company developing infrastructure for the emerging commercial drone industry, in its $1.5 million seed round financing led by Voyager Capital, Draper Associates, and Toivo Annus (former head of engineering at Skype).
Corporate Restructure and Stock Sale
Represented Moda Health in its corporate restructure and $155 million sale of a 49.5% interest in its business to Delta Dental of California.
Newberg Christian Church Combinations
Assisted Newberg Christian Church, a thriving congregation able to offer other churches the opportunity to consolidate office functions and scale accordingly, in its combinations with two other churches in the greater Portland area.
Sale of Key Technology
After representing Key Technology, Inc. for years in matters related to public company compliance and corporate governance, assisted with consummation of an all-cash tender offer for Key by Duravant LLC valued at approximately $175 million.
Sale of Multiple Dealerships
Worked with Tonkon Torp team on the simultaneous sale of multiple automobile dealerships by client, one of the largest and most complex sales of a dealership business in Oregon's history.
Sale of Pendleton Whisky Brands for Hood River Distillers
Represented client Hood River Distillers, Inc. (HRD) in the $205 million sale of HRD's Pendleton Whisky brands to Proximo Spirits, whose international portfolio of spirits includes Jose Cuervo tequila.
Sale of BG Radia
Represented BG Radia in the sale of their business of developing and producing loudspeaker systems to a company that is the leading producer of visual, audio and collaboration systems.
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 of D&M Holdings, Inc.'s Professional Audio Assets
Sale of Cadet Manufacturing Company
Tonkon Torp negotiated and finalized the sale of Vancouver-based Cadet Manufacturing to an Irish company called Glen Dimplex, the world's largest electric heat manufacturer.
Sale of Portland Bottling Company
Tonkon Torp negotiated the sale of 92-year old Portland Bottling Company. The buyer is an entity formed by Ed Maletis, former founder of beer and spirits giant Columbia Distributing.
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 led client Moda Health through its high-profile corporate restructure and $155 million stock sale to Delta Dental of California.
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 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 represented our long-standing client, Obsidian Renewables, in sale of the Black Cap Solar II project to PSEG Solar Source, a New Jersey-based utility. Find details and more featured cases here.
Tonkon Torp led one of Oregon’s most notable M&A deals of 2019 for its client, Columbia Helicopters. Founded in 1957, Columbia Helicopters, Inc. (CHI) is one of Oregon’s most recognizable brands.
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 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.
Community Involvement & Activities
Oregon Entrepreneurs Network
2021-Present, Board of Directors – Secretary
2016-2019, Board of Directors – Secretary
American Bar Association
Multnomah Bar Association
Oregon Women Lawyers
The Best Lawyers in America
2021-2022, Ones to Watch – Business Organizations (including LLCs and Partnerships)
2021-2022, Ones to Watch – Mergers and Acquisitions Law
2020-2022, Oregon Rising Star – Business/Corporate
Thirty-one Tonkon Torp attorneys in 11 practice areas have been included in the 2022 Oregon Super Lawyers or Rising Stars
Thirteen Tonkon Torp lawyers representing 13 practice groups have been selected to appear in Best Lawyers’ 2022 Ones to Watch directory.
Twenty-six Tonkon Torp attorneys in nine practice areas have been included in the 2021 Oregon Super Lawyers or Rising Stars lists.
Tonkon Torp partner Claire Brown has joined the Oregon Entrepreneurs Network (OEN) Board of Directors as its Secretary. Tonkon Torp is an active advocate for Oregon’s startup community, and has had an attorney serving on the OEN board since the early 2000s.
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 Drea Schmidt.
It’s a sad fact that many parents with school-aged children are living in a state of anxiety, whether they are preparing for a fall of remote learning or bracing themselves to send their children back to in-person school. A supportive and safe learning environment to provide students with an opportunity for social interaction (while giving parents a break from full-time childcare and learning support) feels like an impossible dream in our COVID-19 era.
Often, the parties in a business sale will designate a portion of the purchase price to be paid out over time or otherwise made contingent on the performance of the business after the transaction is complete. An earn-out can be one of the most heavily negotiated parts of any deal, as it materially affects the value of the transaction for both parties. There are few things in the business community that have not been upended by the recent COVID-19 pandemic, but anyone with a current earn-out in process should take a hard look at available options.
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, cannabis companies may also have a difficult time identifying and courting investors.
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 performance of a party to a contract if a majorly disruptive and unforeseeable event makes it impossible or impracticable for a party to perform their obligations under the contract.
As of July 1, 2014, U.S. businesses that interact with people or companies in Canada have been required to comply with Canada’s Anti-Spam Legislation (“CASL”). CASL prohibits sending an unsolicited commercial electronic message (“CEM”) to a recipient in Canada without the recipient’s prior consent. In other words, CASL requires that every Canadian recipient of CEMs opt-in to receiving such messages. This differs from the “opt-out” regime under the United States’ anti-spam law, “The Controlling the Assault of Non-Solicited Pornography and Marketing Act” (“CAN-SPAM”).
Ear to the Ground Blog
The National Defense Authorization Act, passed by the U.S. House and Senate at the end of 2020, contained a piece of legislation intended to increase transparency into shell companies to combat money laundering and criminal behavior: the Corporate Transparency Act (CTA).
Publications & Presentations
“Corporate Transparency Act’s Efforts to Combat Crime May Impact Small Businesses,” Ear to the Ground Blog, January 2021
Panelist, “To Sell or Not To Sell: M&A Prospects in Late 2020 and Beyond,” October 2020
“Learning Pods as a Pandemic-Era Education Choice – Where to Start,” Tonkon Torp Legal Update, August 2020
Panelist, “How to Best Serve on a Nonprofit Board During a Pandemic,” June 2020
“Earn-OUCH: Post-M&A Transaction Earn-Outs in Light of COVID-19,” Tonkon Torp Legal Update, May 2020
“Tips on Looking for Funding for Your Cannabis Company,” Portland Business Journal, 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
“Legal Realities for Cannabis Entrepreneurs,” December 2015
“Fundraising Strategies for Startups,” October 2015
“New Rules Permitting Crowdfunding in Oregon,” Oregon State Bar Business Law Section, June 2015
“Oregon’s New Crowdfunding Rule,” Oregon State Bar Securities Regulation Section, February 2015
“Oregon Crowdfunding Rules,” TiE (The Indus Entrepreneurs), February 2015
“Intrastate Crowdfunding,” Oregon State Bar Securities Regulation Section, September 2014
“Securities Law Exemptions for Oregon Solar Energy Cooperatives,” Obsidian Renewables and Sustainable Northwest, August 2014
“Careers in the Law,” Portland State University, May 2014
“Crowdfunding for Small Oregon Businesses – Proposed New Rules,” The Long View, Oregon State Bar Sustainable Future Section, Winter 2014
“Crowdfunding and General Solicitation Rules,” University of Oregon Executive M.B.A. Program – Portland Branch, February 2014
“Crowdfunding and General Solicitation: New Money, New Problems,” December 2013