Gwendolyn Griffith

Gwendolyn Griffith





Services & Industries


J.D., Stanford Law School, 1981

B.A., Rollins College

Bar & Court Admissions

Oregon State Bar
State Bar of California

Gwen’s tax practice includes advice to individuals, businesses, nonprofit entities, and local governments on federal and state tax issues. She is experienced in corporate, partnership, and individual taxation matters, as well as the income tax and transfer tax issues of trusts and estates. Part of Gwen’s practice focuses on the “sharing economy,” including advice to cooperatives and cost-sharing entities, the creation of collaborative agreements among public and private entities, and innovative grant- and gift-making techniques. Gwen also addresses international tax issues, including foreign investment in businesses and assets, as well as FACTA and FBAR compliance.

In addition, Gwen is the Executive Director of an Oregon state agency that is housed at Tonkon Torp: the Oregon Facilities Authority. In this work, Gwen works closely with the Office of the State Treasurer to help Oregon nonprofits access low-cost financing for the acquisition of facilities and equipment through the issuance of revenue bonds. The Oregon Facilities Authority has issued over $3 billion in bonds in its 23 year history.

Gwen’s clients appreciate her ability to listen and to hear not only to what is said, but what is not said, a critical element in helping them achieve their long-term objectives as well as short-term goals. Clients say she deploys a unique combination of intelligence and common sense to help them solve their legal problems, without forgetting the all-important human side of any problem.

Gwen began her law career at the Dallas, Texas law firm of Akin Gump, and then spent a number of years teaching law school. She taught tax law at Willamette University College of Law in Salem, Oregon for many years before joining the Eugene, Oregon boutique firm of Speer Hoyt PC. She came to Tonkon in 2008.

Gwen lives in downtown Portland and has learned to love the walking life that Portland is all about. She is married to Peyton Lieuallen, a retired educator, and has one son who is a student at Portland State University. Peyton and Gwen enjoy catering to the whims of their West Highland White Terrier, Bentley, and occasionally getting out on the golf course.

Representative Matters

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.

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.

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.

Business Reorganization

Reorganization of family business, including private letter ruling from IRS regarding spin-off of portion of the business. 

Cooperative Advice

Advice to cooperatives on issues relating to patronage dividends, exempt status, transition to private status, and capitalization through stock issuance.

Cost-Sharing Arrangement

Structuring of cost-sharing arrangement for open source software project.

Local Government Advising

Advice to local government on tax implications of state-funded project on private lands.

Private Foundation Status

Advice to §501(c)(3) entity on private foundation status and restructuring to achieve public charity status.

Tax Provisions

Drafting complex tax allocation and cash distribution provisions for LLC Operating Agreement on behalf of acquisition entity.

Reverse Takeover of Grown Rogue International, Inc.

Tonkon Torp represented its client, Grown Rogue Unlimited, LLC, a vertically integrated cannabis brand, in its reverse takeover of Novicius Corp. (now known as Grown Rogue International, Inc.), a publicly traded company in Canada. Tonkon Torp advised Grown Rogue on Oregon and United States matters pertaining to the transaction, including tax, securities laws, corporate governance, and Oregon Liquor Control Commission licensing and approval processes. Tonkon Torp also advised Grown Rogue with respect to non-brokered private placements in anticipation of the reverse takeover transaction.


Represented Rejuvenation, Inc. in the sale to a national leading home furnishings company.

The CLiF Project and Youth, Rights & Justice

It’s often the case that business attorneys shy away from justice-related pro bono work that requires appearing in court. Yet tax attorney Gwen Griffith has learned that stepping out of her lane returns value beyond measure.

Tonkon Torp Obtains Oregon Supreme Court Victory for ACLU

Tonkon Torp attorneys Steven Wilker, Sarah Einowski and Gwen Griffith, working on behalf of the ACLU of Oregon, won a large victory in the Oregon Supreme Court that strengthens the public’s right to records. Find details and more featured cases here.

Yakima Products Acquires New Headquarters Campus with Help from Tonkon Torp

Tonkon Torp’s real estate and land use team completed a time-sensitive transaction that enabled the fast-growing Yakima Products, Inc., to acquire its new corporate headquarters in Lake Oswego, Oregon. Find details and more featured cases here.

Community Involvement & Activities

City of Portland Business License Appeals Board

Oregon Voices
Board Member

Portland Tax Forum
Board of Directors

Youth, Rights and Justice
Board Member
Pro Bono Attorney

CLiF Project

Oregon State Bar
Taxation Section Executive Committee
Former Member

The Tax Advisor
Advisory Editorial Board (professional publication of the AICPA)

Eugene Opera
2002–2003, Past President, Board of Directors

Professional Memberships

American Bar Association, Taxation Section
Multnomah Bar Association
Oregon Women Lawyers
Toastmasters International

The Best Lawyers in America

2012-2024, Tax Law
2010-2024, Trusts and Estates

Portland Business Journal

2022, Women of Influence

Multnomah Bar Association/Legal Aid Services of Oregon

2017, Pro Bono Award of Merit

Best Lawyers in America® Includes 49 Tonkon Torp Attorneys on 2024 List

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.

Best Lawyers in America® Includes 53 Tonkon Torp Attorneys on 2023 List

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.

Gwen Griffith Provides Oregon Tax Court Updates to Oregon Society of CPAs

Tonkon Torp partner Gwen Griffith was a featured speaker at the virtual 2022 State and Local Tax Conference sponsored by the Oregon Society of Certified Public Accountants.

Gwen Griffith Named a 2022 Woman of Influence

Tonkon Torp Partner Gwen Griffith has been honored by the Portland Business Journal as one of its 2022 Women of Influence. The highly regarded award recognizes women who are business and community leaders in the greater Portland area.

Griffith Presents at 2021 Northwest Federal Tax Conference

On October 26, Gwendolyn Griffith, Chair of Tonkon Torp’s Tax Practice Group, was a featured speaker at the annual Northwest Federal Tax Conference.

All News Items

The Fleischer Case: IRS Challenges Ahead for Insurance Producers?

A 2017 Tax Court decision, Fleischer v. Commissioner, may call into question a tax planning strategy commonly used by commissioned brokers and salespersons in many industries. This Alert looks at the impact of the decision on insurance brokers and agents. Fleischer was an insurance agent and a registered representative of broker-dealer LPL. Fleischer received commissions from sales of fixed life insurance policies from the issuing insurance carriers, and received commissions from sales of variable life insurance policies from LPL.

City and County Income Tax Traps

The Multnomah County Business Income Tax and the Portland Business License Law (the City/County Tax) is a 3.65% combined tax on “business income” apportioned to the city and county under a single sales factor. The City/County Tax is loaded with traps for the unwary.

Oregon State Taxation of Nonqualified Deferred Compensation Plan Benefits

Hypothetical: Oregon executive will begin to receive payments from a nonqualified deferred compensation plan upon retirement. He plans to move to Washington state following retirement. Will the payments be subject to Oregon income tax?

Delaying a Difficult Decision…

Deciding whether to pull up stakes and change residency is often a difficult decision for individuals and families. Yet, it is a decision that Oregonians often face when selling stock because of the income tax consequences of remaining an Oregon resident.

Changes to Accredited Investor and Qualified Client Standards Under Dodd-Frank Act

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which brings into place a broad range of financial regulatory reforms. Title IV of the Dodd-Frank Act, titled Private Fund Investment Advisers Registration Act of 2010 (the “Registration Act”) significantly modifies the registration and reporting requirements under the Investment Advisers Act of 1940 (“Advisers Act”).

All Alerts Items

Publications & Presentations

Gwen is the co-author of a prominent book on the transition of family wealth, Family Wealth Transition Planning, published by Bloomberg in 2008 and now available through Wiley Publications. She is also the author of two leading treatises for law and taxation students published by Aspen Publishers.

“You Didn’t Write It, But You Will Be Fixing It: Evaluating the Allocation Provisions in an LLC Operating Agreement,” Oregon Business Lawyer, March 2022

“Recent Cases from Oregon Tax Court,” Oregon Society of Certified Public Accountants, January 2022

“Recent Federal Tax Developments & Federal Cases and Rulings,” Oregon Society of Certified Public Accountants, October 2021

“Taxing Thoughts for Business Litigators,” OSB Business Litigation Section, May 2021

“Q6 Oregon Case Law Update,” Oregon Society of Certified Public Accountants, January 2021

“What Business Lawyers Need to Know About the Tax Aspects of Fixing Mistakes,” Oregon Business Lawyer, June 2020

“2019 Oregon Tax Court Decisions in Review,” Oregon Society of Certified Public Accountants, January 2020

“Operating Agreements: Getting it Right,” Broadbrush Taxation: Tax Law for Non-Tax Lawyers Seminar, Oregon State Bar Taxation Section, October 2019

“Navigating a Failed Business Transition,” Business Transitions Seminar, KeyBank Club, May 2018

“The New Math: Business Provisions of the Tax Cuts and Jobs Act of 2017,” Northwest Association for Finance Professionals, May 2018

“CLiF Project (Changing Lives Forever),” Oregon Adolescent Sex Offending Treatment Network Conference, May 2018

“Tax Reform Part II: Key Changes and More for Business Clients,” Oregon State Bar Taxation Section, April 2018

Panelist, “Mississippi Burning: Pro Bono Service – Then and Now,” Oregon State Bar’s 25th Annual Litigation Institute & Retreat Meeting, March 2018

“New Math – The New Tax Law and Its Impact,” Association for Financial Professionals, January 2018

“Recent Federal Tax Cases and Rulings,” Northwest Federal Tax Conference, Oregon Society of Certified Public Accountants, November 2017

“CLiF Project (Changing Lives Forever),” Oregon State Bar Pro Bono Fair, October 2017

Moderator, “Turning Points – Stories of Transition: A Seminar for Women Business Leaders,” KeyBank Club, October 2016

Moderator, “Been There! Done That! A Seminar for Women Business Leaders,” KeyBank Club, October 2015

“Tax Issues of Closing Up Shop,” Broadbrush Taxation: Tax Law for the Nonspecialist, Oregon State Bar Taxation Section, October 2015

“Anatomy of a Tax Mess,” Mid-Willamette Chapter of the Oregon Association of Tax Consultants, June 2015

“Estate Planning and You,” Ameriprise Financial, May 2015

“Issues in Alternative Investment: Is There a Cure for Auditor’s Insomnia?” Association of Public Pension Fund Auditors Professional Development Conference, May 2015

“Federal Tax Cases and Rulings 2014,” Midvalley Tax Forum, Oregon State Bar Taxation Section, January 20, 2015

“Recent Federal Tax Cases and Rulings,” State and Local Tax Conference, Oregon Society of Certified Public Accountants, January 2015

“Recent Federal Tax Cases and Rulings,” Northwest Federal Tax Conference, Oregon Society of Certified Public Accountants, November 2014

“Oops! My Client Didn’t Mean to Do That – What Now?” IRS/Practitioners Forum, Oregon Society of CPAs, October 2014

“The Relationship Between a Company’s Health and Wealth,” Growing a Company that is Healthy, Wealthy, and Wise: A Seminar for Women Business Leaders, KeyBank Club, October 2014

“Recent Federal Tax Cases and Rulings,” Oregon State Bar Taxation Section, September 2014

“Recent Oregon Tax Court Cases,” Oregon Society of Certified Public Accountants, January 2014