Services & Industries
J.D., cum laude, Boston College Law School, 2005
Editor in Chief, Environmental Affairs Law Review
B.A., cum laude, Clark Honors College, University of Oregon, 2002, Phi Beta Kappa, Oregon Six
Bar & Court Admissions
Oregon State Bar
James counsels clients through all stages of growth, with a particular focus on mergers, acquisitions, and sales of businesses. He assists many clients as an outsourced general counsel, providing advice on a wide range of corporate matters and commercial contracts.
Most of James’ clients are family-owned businesses operating throughout the Pacific Northwest. James is a trusted business advisor who focuses on finding solutions to his clients’ problems, rather than merely identifying obstacles.
Having begun his career as a trial lawyer, James has resolved many hundreds of business disputes, representing clients in trials, arbitrations, and mediations. James still regularly advises clients in connection with “business divorces” and other thorny situations. James’ litigation background gives him a unique perspective when advising his business clients. His clients value his ability to identify practical solutions to complicated problems.
Pro bono work has always been central to James’ practice. He regularly represents pro bono clients himself, chairs Tonkon Torp’s pro bono committee, and also oversees the firm’s partnership with Legal Aid’s Roseburg office. He also serves on nonprofit boards, including chairing the governance committee of Transition Projects, Oregon’s largest homeless shelter operator.
In re Stayton SW Assisted Living, L.L.C. (the Consolidated Sunwest Related Entities)
(Bankr. D. Or.) – Tonkon represented debtor, Stayton SW Assisted Living, L.L.C., and over 700 substantially consolidated affiliates, in a Chapter 11 proceeding that resulted in a confirmed Plan of Reorganization. The biggest and most complex bankruptcy case ever filed in Oregon, the consolidation, restructuring and $1.2 billion sale involving over 700 of Sunwest entities demanded legal expertise in bankruptcy, securities, tax, real estate, corporate governance, litigation, mergers and acquisitions, regulated industries and commercial transactions. Al Kennedy and Tim Conway worked with a team of Tonkon lawyers and paralegals who developed and executed a complex resolution that restructured obligations owing to over 90 secured lenders, sold 146 senior living facilities (including approximately 1,200 tenant-in-common interests held by investors), and resulted in distributions to creditors and investors exceeding 100% of their claims.
Acquisition of Eastern Oregon-Based Beverage Distributor
We assisted our client, Columbia Distributing, in its acquisition of Eastern Oregon-based Graybeal Distributing. This expands Columbia's territory as it continues to grow as one of the largest U.S. beverage distributors.
Sale of Big Data Focused Software Company
We assisted with the sale of SnappyData, Inc., a software company focused in the Big Data space that was incubated at Pivotal Software and also backed by GE Digital and GTD Capital. We assisted SnappyData in negotiating and consummating the sale of the Company, including its Indian subsidiary, to TIBCO Software.
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.
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.
Master Professional Services Agreements
Represented consulting company in negotiating master professional services agreements involving the consulting company's handling and analysis of highly sensitive, consumer financial information for its financial institution clients.
Purchase of Websites and Online Businesses
Represented purchaser in acquiring websites and online businesses with known intellectual property, licensing, and regulatory compliance issues related to information privacy, security, and consumer protection matters; assisted purchaser in correcting such issues post-closing.
Represented EthicsPoint in its acquisition by The Riverside Company.
Represented Columbia Distributing, one of the nation's largest malt beverage, wine and non-alcoholic beverage distributors, in a nine figure sale to a financial buyer.
Meridian Rail Holdings Corporation Stock Acquisitions
Represented The Greenbrier Companies, Inc. in connection with acquisitions of stock of Meridian Rail Holdings Corporation for approximately $230 million.
Legal Aid Services of Oregon is a statewide nonprofit organization providing high-quality legal representation and advocacy to vulnerable and low-income communities throughout Oregon. Partner James Hein, current Chair of Tonkon Torp’s Pro Bono Committee, was instrumental in launching the firm’s partnership with Legal Aid Roseburg.
In April 2020, the U.S. Supreme Court struck down non-unanimous jury convictions in criminal cases in Ramos v. Louisiana. A shameful carryover from the Jim Crow era, Louisiana and Oregon were the last two states that allowed non-unanimous criminal convictions when as many as two jurors believed a defendant was innocent. Overnight, more than 260 cases in Oregon became eligible to seek post-conviction relief for unconstitutional non-unanimous convictions. Housed in the Criminal Justice Reform Clinic (CJRC) at Lewis & Clark Law School, the Ramos Project is a statewide pro-bono initiative providing legal assistance to those seeking redress.
Tonkon Torp helped client SnappyData, Inc. to negotiate and complete an equity sale to TIBCO Software. SnappyData is a software company based in Portland that operates in the open-source big data space.
Tonkon Torp partners Ron Greenman and James Hein assisted the firm’s long-term client, Columbia Distributing, in its acquisition of Graybeal Distributing. The transaction adds new beverage brands to Columbia’s portfolio and expands its territory into Eastern Oregon.
Community Involvement & Activities
Transition Projects, Inc.
Board of Directors, Governance Committee Chair
Montessori Children’s House
Board of Directors, Chair
OSB Business Law Section
Executive Committee, Legislative Subcommittee Chair
Lewis & Clark Small Business Legal Clinic
Pro Bono Volunteer
Legal Aid Services of Oregon, Roseburg Office
Virtual Clinic Coordinator and Pro Bono Volunteer
Minds Matter of Portland
Past Board of Directors
Portland Business Alliance
Public Service Training, Class of 2020
Leadership Portland, Class of 2012
Multnomah Bar Association
The Best Lawyers in America
2021-2024, Corporate Law
2021-2024, Mergers & Acquisitions Law
Portland Business Journal
2021, Forty Under 40
Multnomah Bar Association
2020, Pro Bono Award of Merit
2018-2019, Oregon Rising Star – Mergers & Acquisitions
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.
In May 2022, the Portland Business Journal celebrated the 25th anniversary of its popular Forty Under 40 award program. Since its inception, 10 Tonkon Torp attorneys have been recognized as Portland area business and community leaders who were under 40 years old at the time of their recognition.
Tonkon Torp has launched a new practice group, Shareholder Disputes & Governance.
Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022
As discussed in a previous update, the Securities and Exchange Commission recently issued final rules implementing its new whistleblower program designed to encourage reporting of potential violations of the federal securities laws.
The Securities and Exchange Commission recently issued final rules implementing a whistleblower program designed to encourage reporting of potential violations of the federal securities laws to the SEC to enhance its success in enforcement actions.
Publications & Presentations
Panelist, “Outlook 2020 Thought Leader Forum,” Portland Business Journal, December 2019
“Structuring and Drafting the Acquisition Agreement,” Handling the Sale of a Business, National Business Institute, April 2016
“Business Entities,” SuperSaturday CLE, Oregon State Bar New Lawyers Division, October 2014
“Key Considerations Impacting Choice of Business Form,” LLC Workshop: Choose, Draft and Maintain, National Business Institute, August 2014
“Ambush—Waiver of Privilege at Trial,” OADC Journal, Fall 2007
“The ‘Sound Science’ Amendment to the Endangered Species Act: Why It Fails to Resolve the Klamath Basin Conflict,” 32 B.C. Envtl. Aff. L. Rev. 207, 2005