Services & Industries
J.D., University of Michigan Law School, 1988
B.A., University of Michigan, 1985
Bar & Court Admissions
Oregon State Bar
New York State Bar
Washington State Bar
U.S. District Court, Southern and Eastern Districts of New York
David is the President and CEO of the Oregon Jewish Community Foundation.
David’s legal practice focused on advising emerging, small, and mid‑market private companies with respect to their general corporate, financing, and transactional matters. He used growth‑oriented legal strategies to help founders, managers, and investors recognize and achieve their strategic goals. Areas of his legal experience included growth capital, mergers and acquisitions, corporate finance, and business counseling. David participates in numerous community‑related events and forums.
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.
Acquisition of Bioscience Company
Represented TomegaVax in its acquisition by Vir Bio – a company counting ARCH Venture Partners and the Gates Foundation among its investor group. TomegaVax works to develop vaccine therapies and preventions for major infectious diseases, including AIDS, malaria, hepatitis, and tuberculosis.
Herb Pharm, LLC
Represented four private equity funds in the formation of Herb Pharm, LLC to acquire the assets of a manufacturer of liquid extracts, compounds, tonics and tinctures for $20 million.
Represented Benson Industries, one of the world's largest designers and manufacturers of the glass and metal curtain walls (building facades), in an eight figure sale to a subsidiary of Berkshire Hathaway.
Tidewater Barge Lines
Represented Tidewater Barge Lines, a regional transportation provider, in a nine figure sale to a financial buyer.
General representation of a game developer.
Venture Capital Investment Negotiation
Negotiated a venture capital investment for a game development company.
Investments in Alternative Investment Funds
Represented nonprofit foundations and nonprofit institutions with respect to investments in alternative investment funds (hedge funds, private equity funds, and similar investment vehicles) with investments ranging from $500,000 to $100,000,000.
Represented Rejuvenation, Inc. in the sale to a national leading home furnishings company.
Tonkon Torp celebrates the successful acquisition of its client Marquis Corp. (d/b/a Marquis Hot Tubs) by Monomoy Capital Partners, a private equity firm. Monomoy intends to retain the Marquis brand to expand the firm’s residential pool and spa wellness platform.
The acquisition of Tonkon Torp client TomegaVax by San Francisco-based Vir Biotechnology marks a significant boom for Oregon’s growing role in the bioscience industry. Find details and more featured cases here.
The process to acquire, complete and sell the Mississippi Avenue Lofts involved a broad range of legal transactions from Tonkon Torp, including a funding round, multi-party loan and purchasing agreements, litigation and a final sale. Find the details and more featured cases here.
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 attorneys Morris Galen and David Forman represented Hood River Distillers in its recent acquisition of Portland, Oregon-based Clear Creek Distillery. Hood River Distillers is the Pacific Northwest’s largest and oldest importer, producer, bottler and marketer of distilled spirits.
Community Involvement & Activities
Angel Food (Oregon Entrepreneurs Network)
Oregon Jewish Community Foundation
Oregon Bioscience Incubator
Multnomah Bar Association
The Best Lawyers in America
2013-2024, Corporate Law
2013-2024, Mergers & Acquisitions Law
2015, Recognized Practitioner – Corporate/M&A
Portland Business Journal
2004, Forty Under 40
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.
Fifty-three Tonkon Torp lawyers representing 37 practice areas have been selected for inclusion in The Best Lawyers in America® 2023. Nearly all the attorneys have been previously named to the peer-review list, and most have been listed for more than 10 years.
Tonkon HUB was born out of several conversations around diversity and inclusion, the desire to support a robust and diverse business community, and the search for specific, concrete ways Tonkon Torp could help business owners from marginalized and underrepresented communities.
Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022
Thousands of volunteers from the community have stepped up to help in the historic effort to immunize Oregonians against COVID-19. Included in these ranks are attorneys Sadie Concepción, David Forman, Bob Koch, and Christopher Morehead.
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 placements exempt from registration under Rule 506 of Regulation D, as long as the securities are sold only to accredited investors.
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 performance-based fee.
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 replace interim final ERISA section 408(b)(2) regulations that were to go into effect on April 1, 2012.
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 (b) eliminated the so-called “private adviser” exemption, obligating many managers of private investment funds to register with the SEC or report to the SEC as “exempt reporting advisers.”
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 intended to help plan fiduciaries determine the reasonableness of a service provider’s compensation, and whether conflicts of interest may affect a service provider’s performance of services.
Publications & Presentations
Podcast, “The CEO Playbook: Navigating the Covid-19 Response” Portland Business Journal, May 2020
Podcast, “CBD’s ‘Patchwork’ Regulatory Scheme is Causing Confusion. What are the Facts?” Portland Business Journal, October 2019
“Fundraising Masterclass,” The Equity Capital Collective, July 2019
Podcast, “Mergers & Acquisitions: How to Be Investor Buyer Ready,” Bush Strokes, Canvas Magazine, July 2019
“Thought Leader Forum: Mergers & Acquisitions,” Portland Business Journal, April 2019
“Private Businesses Benefiting the Public: Oregon’s Benefit Company,” OSB Nonprofit Organizations Law Section Newsletter, Spring 2018
“Legal Issues Facing Startups,” PSU Business Outreach Program Learn+Network, November 2016
“Demystifying the Cap Table,” November 2016
“Protecting Yourself and Others,” INVENT seminar series, Oregon Health & Science University January 2015
Moderator, “Dealing with Various Investment Situations,” Angel Capital Association, June 2014
“Stepping Up the Pace – Encouraging Energy Efficiency Improvements in Our County,” Daily Journal of Commerce, September 2012
“Paying Extra to Plug In,” Daily Journal of Commerce, June 2011