Jeffrey Cronn

Jeffrey Cronn

Partner

503.802.2048
jeff.cronn@tonkon.com

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Services & Industries

Education

J.D., cum laude, University of Michigan Law School, 1994

BA., University of California, Berkeley, 1991, Phi Beta Kappa

University of Stirling, Stirling, Scotland, 1989-90 school year

Bar & Court Admissions

Oregon State Bar

Jeff’s practice emphasizes mergers and acquisitions, and a range of corporate and business matters. He regularly counsels public, private, and nonprofit entities with respect to mergers and acquisitions, corporate governance, securities and financings, and other general corporate matters. He also regularly advises clients with regard to equity ownership disputes.

Jeff is known for his ability to combine technical skills, practical problem solving, and strategic business advice.

He has significant experience in the consumer products, professional services, food and beverage, financial services, technology, and manufacturing industries.

Representative clients include Hood River Distillers, M Financial Group, RVK, Inc., McCall Terminals, Nike, VTech Communications, Hallmark Inns and Resorts, Opus Agency, Renaissance Custom Homes, ECO Northwest, Air-Weigh, Portland-based law firms, and the James F. and Marion L. Miller Foundation.

Jeff is Co-Chair of the firm’s Business Department, and is also an active member of the firm’s Mergers & Acquisitions, Shareholder Disputes and Governance, and Financial Services & Investment Management practice groups. He is the co-author of the financing chapter for Advising Oregon Businesses. He is a frequent speaker before industry and professional groups on M&A, finance, and corporate governance issues.

Jeff’s interest in nonprofit organizations includes his service as a director of Albertina Kerr, his prior service as a director and treasurer of Oregon Humanities, and his leadership in the growth of Marathon Scholars. He is a founding member of Marathon, which provides higher education scholarship opportunities to students with financial need. He also assists the James Beard Public Market, Friends of William Stafford, Sisters Arts Association, and a number of other nonprofits in the Portland area.

By day, Jeff has a busy transactional and corporate law practice, and chairs the firm’s Business Department (since 2008). Evenings and weekends find him in the kitchen, cooking for his family and enjoying regular trips to his neighborhood farmers’ market. For the past 11 years, Jeff has been actively involved in the effort to create the James Beard Public Market in downtown Portland. Believing the market would be a great civic amenity, an everyday showcase for local food producers and a centerpiece for regional tourism, Jeff has provided it significant pro bono corporate, governance and nonprofit work.

Representative Matters

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.

Business Software Services Provider

Represented a business-to-business software services provider in the sale of its assets to a strategic buyer. The transaction involved highly negotiated and significant earnout provisions. Tonkon Torp also played a significant role in addressing and reconciling the differing and strongly held views of the family shareholders.

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 to Coldstream Capital Management, Inc.

Represented Western Pacific Investment Advisers, Inc. in its sale to Coldstream Capital Management, Inc.

Government Contracting Debarment Threat

Assisted client in researching and analyzing alleged threats of debarment or suspension as a government contractor under the Federal Acquisition Regulations and assisted client with general corporate governance matters.

Acquisition of Unicru, Inc.

Represented Kronos as Oregon counsel in the acquisition of Unicru, Inc. for $150 million.

Kronos Buyout

Represented Kronos as Oregon counsel in the $1.8 billion buyout of Kronos by a private equity fund.

Corporate Control Dispute

Counsel to Board of Directors in corporate control dispute with respect to $500 million business.

D & M Holdings

Oregon counsel for D & M Holdings U.S. in acquisition of Calrec Audio.

Enron Corp.

Oregon corporate counsel to Enron Corp. during its reorganization.

Hood River Distillers

Representation of Hood River Distillers in $205 million sale of Pendleton Whisky brands to Cuervo.

Industrial Production Facility

Sale of industrial production facility to private equity buyer for $135 million.

Kronos

Oregon counsel for Kronos in its $1.8 billion going private transaction.

Nike Bauer Hockey

Representation of Nike in $200 million sale of Nike Bauer Hockey to Kohlberg & Co.

Official Starter

Representation of Nike in $60 million sale of Official Starter to Iconix Brands Group.

Official Starter Properties

Representation of Nike in its $43 million purchase of Official Starter Properties and Official Starter from Jubilee LP and others.

Opus Agency

Representation of Opus Agency in connection with significant growth capital investment.

Ownership Disputes

Representation of companies and owners in resolution of corporate, limited liability company, and other business entity ownership disputes.

Portland Restaurant

Representation of the buyer in its acquisition of the controlling interest in a Portland restaurant.

Seed & Venture Funding

Representation of technology and other growth companies in seed and venture funding transactions.

Shareholder Dispute

Representation of shareholder in multi-million dollar settlement of shareholder dispute.

Sale of Eagle Newspapers Publications to Pamplin Media Group

Represented Eagle Newspapers in the sale of six of its weekly newspapers to Pamplin Media Group. The newspapers involved were the Woodburn Independent, Canby Herald, Newberg Graphic, Wilsonville Spokesman, Molalla Pioneer and Madras Pioneer. Eagle Newspapers is owned by former U.S. congressman Denny Smith. Pamplin Media Group is owned by businessman and philanthropist Dr. Robert Pamplin Jr.

Reorganization of Company Entities and Divisions

Represented Dental Components, Inc., a dental products manufacturer, in connection with the reorganization of seven corporate and limited liability company entities and divisions, and subsequent sale of related assets for $83 million.

Nike Acquisition of Converse, Inc.

Represented Nike, Inc. in connection with the acquisition of Converse, Inc. stock for $305 million.

Nike Acquisition of Hurley

Represented Nike, Inc. in connection with the acquisition of Hurley.

Purchase of Oregon Pulp Mill

Represented Wayzata Investment Partners, a private equity fund, in connection with a $31.2 million cash purchase of an Oregon pulp mill from the Chapter 7 bankruptcy trustee.

Sale of Industrial Equipment Manufacturer Assets and Real Property

Represented a heavy equipment manufacturer in the sale of its business assets and real property which involved debt payoff, real property sale and leasing, and product manufacturing issues.

Confidential

(Multnomah County Circuit Court) – Successfully assert claims for breach of judicial dissolution, breach of fiduciary duty and breach of shareholder agreement seeking damages of $6.0 million.  

Sale of Industrial Production Facility and Related Technology

Representation of sellers in $100 million+ sale of industrial production facility to private equity buyer. Operating company recognized to have the best available technology for the manufacturing of its industrial products.

Nike Sale to Iconix Brand Group

Represented Nike, Inc. in connection with the sale of Official Starter brand assets to Iconix Brand Group for $60 million.

Nike Sale to Kohlberg & Co.

Represented Nike, Inc. in connection with the sale of NIKE Bauer Hockey, Inc. to Kohlberg & Co. for $200 million.

Nike Acquisition of Starter

Represented Nike, Inc. in connection with the acquisition of Starter for $43 million.

Sale of Pulp Mill

Represented Wayzata Investment Partners, a private equity fund, in connection with a sale of Halsey, Oregon pulp mill.

McLean v. Saltchuk, King County Superior Court

Represents three brothers who sold their family trucking business in several proceedings in both court and arbitration. The claims involve indemnity and other issues under a Stock Purchase Agreement, real estate matters, professional malpractice and taxation.

Tonkon Torp Helps Malarkey Roofing Company Construct a Billion-Plus Sale Strategy

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.

A Thriving Renewable Northwest Energy Economy

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.

Helping Nike Manage Its Brand Portfolio

NIKE Inc.’s portfolio of subsidiary brands contributes over $2 billion in annual revenues to the company’s bottom line and the opportunity for substantial future growth. When this sportswear giant decided to sell its Nike Bauer Hockey subsidiary, it turned to Tonkon Torp to help guide the sale to a successful conclusion.

Helping a Public Company Complete an Audit

When our client, the audit committee of a regional financial institution, learned that the company’s auditors would not provide an opinion required for the filing of its Form 10-K without an independent investigation of an accounting dispute, it turned to Tonkon Torp for assistance.

Nike, Inc.: Giving a Marketing Legend its Wings

From selling imported shoes from the back of a car at track meets to becoming the world’s leading designer, marketer and distributor of athletic footwear and accessories, Nike’s 30 year legacy has been one of innovation, optimism and savvy business sense. Tonkon Torp has been involved since the 1980 IPO.

M Financial: A Unique Financial Services Company

M Financial Group is one of the nation’s premier financial services distribution companies serving ultra-affluent individuals and Fortune 1000 companies. M Financial looks to Tonkon Torp for major restructuring transactions as well as day-to-day advice on a host of issues.

Tonkon Represents Opus Agency in Equity Investment Transaction

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 Completes Complex Asset Sale for Privately Held Business

In late 2014, Tonkon Torp represented a privately held heavy industrial equipment manufacturer in a complex transaction that included selling business assets and real property, and leasing other related business property. The selling company is a long-term client of the firm.

Tonkon Torp Helps Create Oregon Benefit Companies

Tonkon Torp client Rogue Creamery became the first Oregon enterprise to become a Benefit Company on January 1, 2014, the date Oregon’s new law went into effect. Find details and more featured cases here.

Tonkon Concludes Multi-State, Multi-Party M&A Transaction

Tonkon Torp represented a national financial services provider in a multi-step M&A transaction that repositioned payment stream portfolios and resulted in the acquisition of operating offices. This detailed and linear sequence was completed in six weeks with negotiations involving multiple parties.

Tonkon Torp Leads Sale of Pendleton Whisky Brands for Hood River Distillers

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 Represents SensiML in Sale to QuickLogic

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

Albertina Kerr, Board Member
James Beard Public Market
Friends of William Stafford
Marathon Education Partners, Past Board Member and Past Chair
Oregon Humanities, Past Board Member and Past Treasurer
Oregon State Bar Legal Opinions Subcommittee, Past Chair
Oregon Secretary of State Working Group – Benefit Company Legislation, Past Member


Professional Memberships

American Bar Association
Multnomah Bar Association

The Best Lawyers in America

2013-2022, Corporate Compliance Law
2014-2022, Closely Held Companies & Family Business Law
2022, Lawyer of the Year – Closely Held Companies & Family Business Law, Portland
2014, Lawyer of the Year – Corporate Compliance Law, Portland

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Chambers USA: America's Leading Lawyers

2015-2022, Corporate/M&A

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Portland Business Journal

2008, Forty Under 40

Super Lawyers

2009, Oregon Rising Star – Mergers & Acquisitions

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Tonkon Attorneys Reflect on 25 Years of Forty Under 40

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.

Chambers USA 2022 Ranks 28 Tonkon Torp Attorneys

Chambers USA has recognized 28 Tonkon Torp attorneys in eight practice areas in its Chambers USA 2022 Guide.

Tonkon Torp Unveils Shareholder Disputes & Governance Practice Group

Tonkon Torp has launched a new practice group, Shareholder Disputes & Governance.

Jeff Cronn Joins Albertina Kerr Board

Tonkon Torp partner Jeff Cronn has been elected to the Governing Board of Albertina Kerr, a nonprofit organization headquartered in Portland, Oregon since 1907, that provides essential support services for people with intellectual and developmental disabilities, and mental health challenges.

Best Lawyers in America® Includes 53 Tonkon Torp Attorneys on 2022 List

Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022

All News Items

Key Ingredients for a Successful M&A Deal

By Jeffrey Cronn – A potential merger or acquisition transaction can be an exciting time for a business owner who has poured heart and soul into building a company over years or even decades. A sale represents pay-off for all that hard work.

Was My PPP Loan “Necessary”? Updated SBA Guidance on Loan Certification

Over the past few weeks, many of our clients who have received Paycheck Protection Program (“PPP”) loans have expressed concern about whether they had adequate basis to certify that their PPP loan request was necessary to support ongoing business operations

PPP Loan Certification Guidance – Should I Give the Money Back?

Over the past week, many clients who have received Paycheck Protection Program (“PPP”) loans have inquired about whether (a) they satisfy the PPP loan certification requirements following provision of additional guidance from the Small Business Administration (“SBA”) and/or (b) they should return their loans now. This client alert addresses key aspects of the recent SBA guidance and provides guidance for businesses who are evaluating these issues.

FAQ: COVID-19 Impact & Financial Resources for Businesses

s businesses are required to remain shut down as a result of the COVID-19 pandemic, access to capital resources continues to be a pressing issue for our clients. This FAQ addresses many questions that businesses may have about governmental programs that can provide capital resource support in the wake of COVID-19.

Supplemental FAQ for SBA Loans under the CARES Act – Paycheck Protection Program

On April 2, 2020, the U.S. Small Business Administration (“SBA”) published an Interim Final Rule (“IFR”) addressing the implementation of the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), discussed in our initial FAQ. On April 3, 2020, the SBA issued another Interim Final Rule (“Affiliation IFR”) that provided further guidance on the application of the SBA’s affiliation rules in connection with the PPP.

All Alerts Items

Publications & Presentations

“Key Ingredients for a Successful M&A Deal,” Oregon Business, March 2022

Moderator, ” “PPP Loan Forgiveness: Now, Later, Never?” June 2020

Moderator, “PPP Loan Forgiveness: What Do We Do Now?” May 2020

“PPP Loan Certification Guidance – Should I Give the Money Back?” Tonkon Torp Legal Update, May 2020

“FAQ: COVID-19 Impact & Financial Resources for Businesses,” Tonkon Torp Legal Update, April 2020

Panelist, “Preparing to Thrive in the Recovery: Cash Flow, PPP Loans, and Alternative Capital,” April 2020

“Supplemental FAQ for SBA Loans under the CARES Act – Paycheck Protection Program,” Tonkon Torp Legal Update, April 2020

“FAQ for SBA Loans for Businesses under the CARES Act,” Tonkon Torp Legal Update, March 2020

“Exit Ahead: Transition Planning for Family-Owned Businesses,” Oregon Business Magazine, September 2019

“Inviting Outsiders In – Exploring the Value of Non-Family Board Members,” Austin Family Business Program, Oregon State University, March 2019

“Exit Stage Right – Understanding Your Family Business Exit Options,” Austin Family Business Program, Oregon State University, April 2018

“Oregon Benefit Companies – Greenwashing or a Real Change?” March 2018

“Business Transitions: Employee Purchase or Sale,” KeyBank, May 2017

“The Heart of the Deal: M&A Attorneys Reveal the Most Important Steps, Make 2017 Forecasts,” Portland Business Journal, April 2017

“Contract Drafting,” Lewis & Clark Law School, April 2017

“Thought Leader Forum – Succession Planning,” Portland Business Journal, June 2016

“Indemnity Provisions & Principles: Traps for the Unwary,” Oregon State Bar Business Law Section, Bend, OR, June 2016

“Legal Perspective on Business Transitions,” KeyBank, May 2016

“Insights into Indemnification Provisions,” Oregon State Bar, July 2015

“Oregon’s New Crowdfunding Rule,” Oregon State Bar Securities Regulation Section, February 2015

“Crowdfunding for Small Oregon Businesses – Proposed New Rules,” The Long View, Oregon State Bar Sustainable Future Section, Winter 2014

“Growth by Affiliation or Acquisition,” Business & Industry Conference, Oregon Society of CPAs, October 2014

“Corporate Social Responsibility: Making it Meaningful,” Oregon State Bar Sustainable Future Section Newsletter, Summer 2014

“Business Transition Legal Planning,” Business Transition Seminar, KeyBank, May 2014

“Corporate Social Responsibility Reporting: Making it Meaningful,” OSB Sustainable Future Section, February 2014

“Looking Past the ‘Big Law’ Business Model,” Portland Business Journal, January 2014

“How to Obtain and Preserve Value When Selling a Business,” Daily Journal of Commerce, November 2013

“Real Life Ethics Issues in Business Deals and Litigation,” OSB Business Litigation Section, November 2013

“Spring Wind and Rain: Too Much of a Good Thing?” Daily Journal of Commerce, June 2012

“Protecting the Board of Directors,” Daily Journal of Commerce, June 2012

Co-author, “Financing” Chapter, Advising Oregon Businesses, Oregon State Bar