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 member and Immediate Past Chair of Tonkon Torp’s Corporate Finance & Transactions Practice Group, as well as a member of the firm’s Entrepreneurial Services and Mergers & Acquisitions groups.
David advises emerging, small, and mid‑market private companies with respect to their general corporate, financing, and transactional matters, and uses growth‑oriented legal strategies to help founders, managers, and investors recognize and achieve their strategic goals.
Areas of his legal experience include growth capital, mergers and acquisitions, corporate finance, and business counseling. David is an active civic volunteer who 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.
Underneath Tonkon Torp’s Financial Services banner, a specialized Investment Management Practice represents institutional, governmental, and individual investors to advise on investments in funds such as hedge funds, real estate funds, venture capital funds, and private equity funds. For instance, in recent years, the State of Oregon has turned to Tonkon Torp’s expertise to provide legal counsel in connection with its investments. Business attorneys David Forman and Owen Blank, and tax attorney Gwen Griffith each hold an appointment as Special Assistant Attorney General for the state.
Tonkon Torp has been a trusted advisor to Vancouver, Washington-headquartered Tidewater Holdings for almost a decade. So, when the region’s premier inland transportation and terminal company sought a new equity investment partner, Tidewater relied on the expertise of Tonkon Torp’s corporate finance team to bring a deal to fruition.
The successful sale of Portland-based Rejuvenation to a major, national home furnishings company was facilitated by an interdisciplinary team of Tonkon Torp business lawyers.
Element Power is a global renewable energy company that develops, acquires, builds and operates utility-scale solar and wind power projects. Backed by some of the biggest names in global renewable energy development, it currently has wind and solar projects throughout Europe and a large development pipeline in Europe and Latin America.
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.
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.
Community Involvement & Activities
Angel Food (Oregon Entrepreneurs Network) Co‑Chair
Oregon Jewish Community Foundation
Multnomah Bar Association
The Best Lawyers in America
2013-2022, Corporate Law
2013-2022, Mergers & Acquisitions Law
Chambers USA: America's Leading Lawyers
2015, Recognized Practitioner – Corporate/M&A
Portland Business Journal
2004, Forty Under 40
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.
Forty-nine Tonkon Torp lawyers representing 36 practice areas have been selected for inclusion in The Best Lawyers in America® 2021. A majority of attorneys have been named to the peer-review list in past years, and most have been recognized for more than five years.
Tonkon Torp partner David Forman was the featured guest for the May 7 episode of the Portland Business Journal’s Thought Leadership Podcast. The episode lays out a CEO playbook for navigating a thoughtful COVID-19 response.
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.”
Are you an investment adviser currently registered with the Securities and Exchange Commission (“SEC”)? If so, you may have to de-register with the SEC and register instead with one or more states, as required by the recently passed Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”).
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