Jessica, a Tonkon Torp partner, is a regulatory compliance lawyer who helps clients in highly regulated industries maintain compliance throughout the life of their businesses—from seed to sale.
Her extensive experience spans more than a decade and includes several industries, beginning with the financial services industry and expanding to include regulated-substance industries, such as cannabis and alcohol. Jessica has her finger on the pulse of regulatory change within these industries and is widely recognized as a thought leader and a strong client advocate.
Within financial services, Jessica, co-chairs the firm’s Financial Services & Investment Management Practice Group, advises pooled investment funds, private equity funds, financial institutions, and investment advisers on all types of regulatory issues, including the Securities Act of 1933, Securities and Exchange Act of 1934, Investment Advisers Act, Investment Company Act, self-regulatory organization rules, and state blue-sky regulation. She previously worked as in-house legal for a private equity company and brought that real-world experience and entrepreneurial bent to her practice, where she is known for her business-minded, client-focused perspective, as well as for her efficiency and responsiveness.
On other regulatory matters, Jessica has been involved in the cannabis industry since recreational use was legalized in Oregon. She advises clients on the unique legal landscape governing cannabis from both an historic and contemporary perspective. Since the industry’s inception in 2015, the firm has built one of the most comprehensive client lists in the state and Jessica has been involved in hundreds of transactions, including some of the largest to date. She is also known for her thoughtful leadership within the industry. She serves on the Executive Committee of the Oregon State Bar Cannabis Law Section, helping educate Oregon lawyers and judges, sharing information, and evaluating cannabis laws in Oregon. She is also a member of the board of directors for NuProject which provides: funding for cannabis businesses, prioritizing funding for people from communities disproportionately harmed by cannabis criminalization; skill-building and mentoring for entrepreneurs and professionals; and national and state equity policy development and advocacy.
Within both the financial services and regulated-substance industries, Jessica helps clients on strategy development, formation, financing, operations, all the way through to acquisitions—acting proactively—to help avoid pitfalls. For example, she regularly helps navigate M&A deals, advising clients on how to navigate regulatory issues for both buyers and sellers, such as valuation issues, deal structuring, and why sale structure is important from a regulatory approval perspective.
During her personal time, Jessica and her husband are busy raising their two young children and operating a car rally event business called the Gambler 500.
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 BG Radia
Represented BG Radia in the sale of their business of developing and producing loudspeaker systems to a company that is the leading producer of visual, audio and collaboration systems.
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.
Her work for private corporate clients, including cannabis companies, involves:
- Drafting corporate transaction documents and counseling on business matters
- Corporate and investment fund formation—LLCs, corporations, LPs
- Participation in board meetings, and preparation and advice on corporate governance
- Helping with all regulatory aspects of mergers & acquisitions
Jessica's work for investment management clients includes:
- Advising on regulatory compliance of SEC and state rules and regulations, compliance policies and procedures, code of ethics, state and federal regulatory requests, state and federal regulatory filings, and GLBA privacy
- Drafting of merger and acquisitions transaction documents, investment management and advisory agreements, solicitation agreements, and disclosure documents
- Preparing offering documents for investment funds and fund managers
- Drafting securities offering documents, risk factors, securities filings for exempt offerings
- Advising on Form ADV, Form U4, Form CRS, Form PF and other related filings
Acquisition of Registered Investment Advisor Business
Represented a private investment group in an acquisition of advisory assets of a Washington investment advisory business. Acquired assets were then merged into a third party advisor in exchange for a controlling interest in the advisory business.
Acquisition of UpWind Solutions
Represented Vestas, the world's largest manufacturer of wind turbines, in the $60 million acquisition of UpWind Solutions, Inc., an independent service provider for wind turbines in nine US states.
Tonkon Torp represented its client Vestas, the world’s largest manufacturer of wind turbines, in the acquisition of UpWind Solutions, Inc., an independent service provider for wind power plants in nine US states. The $60 million acquisition furthers Vestas’s strategic objectives for its North America service business.
Community Involvement & Activities
2020-Present, Board of Directors
Oregon State Bar Cannabis Law Section
2019-Present, Executive Committee
2020-Present, Investment Committee
Greater Portland Compliance Association
Board of Directors
Oregon State Bar House of Delegates
2016-2019, Region 5, Delegate
Oregon Club of Portland Board of Directors
2018, Executive Committee
Portland Business Alliance
Leadership Portland Class of 2016
Multnomah Bar Association
Oregon Women Lawyers
PDX BizWomen Coalition
Tonkon Torp attorneys Jessica Morgan and Jarell Hunt hosted a briefing for the Oregon State Bar Securities Regulation Section on April 14. Their program focused on the upcoming changes to and consolidation of the SEC’s advertising and solicitation rules for federally registered investment advisers.
Tonkon Torp partner Jessica Morgan has joined the Board of Directors for NuLeaf Project, a nonprofit organization that addresses equity hurdles for underserved cannabis businesses.
Attorneys from Tonkon Torp’s Cannabis Industry and Mergers & Acquisitions practice groups co-hosted a webinar on M&A trends for Oregon’s cannabis industry with representatives from MGO, a CPA and accounting consulting firm with a substantial cannabis practice. Moderated by Tonkon Torp partner Jessica Morgan, the panel featured Tonkon Torp partners Jeff Woodcox and Danica Hibpshman.
Tonkon Torp hosted a virtual informational session for the Greater Portland Compliance Association (GPCA). Attorneys from Tonkon Torp’s Financial Services & Investment Management and Information Privacy & Security groups provided a comprehensive briefing for chief compliance officers for investment advisers and broker dealers.
Tonkon Torp hosted a webinar to help guide cannabis businesses through the unique challenges that the cannabis industry faces due to COVID-19. The panel featured attorneys Danica Hibpshman, Jessica Morgan, Ferdie Ruplin, and David Petersen. Alex Tinker, chair of the firm’s Cannabis Industry Group, moderated the webinar.
By Chris Pallanch and Jessica Morgan – On March 30, 2022, the Security and Exchange Commission’s Division of Examinations announced its fiscal year 2022 examination priorities. This year’s theme is empowering compliance officers. Once again, the Division’s priorities fit into several broad categories.
Are you following the OLCC’s announcement that they are now accepting new applications for recreational cannabis retail, wholesale, and processor licenses?
It is a common misconception that cannabis licenses themselves are transferrable when in fact, by statute, they are not. It is possible, however, to contract with a licensed business to purchase (or sell) the rights to hold a license, utilizing the OLCC change of ownership process.
Since June 2018, Oregon has not processed new applications for any cannabis license type. Due to concerns of a large cannabis oversupply, and a flood of applications, Oregon’s cannabis regulatory agency, the Oregon Liquor and Cannabis Commission (OLCC), “paused” the processing of new applications effective June 15, 2018. Only applications submitted on or prior to that date are eligible for investigation and potential issuance.
The North American Securities Administrators Association (NASAA) released its Investment Adviser Section Annual Report (Report) in April 2021, highlighting 2020 section activities.
Publications & Presentations
“Cannabis License Rights Transfer 101 – Planning Is Key,” Tonkon Torp Legal Update, September 2021
“The State of Oregon Cannabis Licensing – When Can We Expect New Licenses?” Tonkon Torp Legal Update, August 2021
“Investment Adviser Representatives May Be Subject to CE Requirements,” Tonkon Torp Legal Update, June 2021
“New Advertising and Marketing Rule(s) for Investment Advisers,” Oregon State Bar Securities Regulation Section, April 2021
“SEC Division of Examinations Announces 2021 Priorities,” Tonkon Torp Legal Update, March 2021
“SEC Publishes Revised Investment Adviser Marketing Rule, Effective May 4, 2021,” Tonkon Torp Legal Update, March 2021
Moderator, “What’s in Store for Oregon Cannabis M&A,” January 2021
“Compliance and Enforcement Update,” Greater Portland Compliance Association, October 2020
“Managing Investment Adviser Compliance in the Global Pandemic,” May 2020
Panelist, “A Pandemic Primer for Cannabis Businesses – Unique Challenges for a Unique Industry,” April 2020
Podcast, “How to Transition Your Cannabis Business,” Portland Business Journal, April 2020
“Tips on Looking for Funding for Your Cannabis Company,” Portland Business Journal, April 2020
Panelist, “M&A in the Cannabis Industry,” Oregon Cannabis Association, January 2020
“SEC Proposes Amendments to Advertising and Solicitor Rules,” Tonkon Torp Legal Update, November 2019
“Fundraising and Investing 101,” The Perlane, October 2019
“5 Ways to Gain High Ground While Selling a Cannabis Company,” Portland Business Journal, September 2019
Panelist, “Thrive – A Seminar for Women Business Leaders,” November 2018
“Compliance and Enforcement Update,” Greater Portland Compliance Association, September 2018
Panelist, “Drug Money in the Age of Regulated Cannabis,” RIMS, The Risk Management Society Western Regional Conference, September 2018
“Compliance and Enforcement Update,” Greater Portland Compliance Association, October 2017
“Fund Strategies & Structures: Trends and Best Practices,” Oregon Angel Fund, June 2017
“Department of Labor Fiduciary Rule Overview,” Greater Portland Compliance Association, September 2016
“To Be or Not to Be an Equity Crowdfunding Portal?” March 2016
“Cyber Security,” Greater Portland Compliance Association Q2 Educational Session, June 2015
“Data Breaches: Legal, Regulatory and Reputational Issues,” Women’s Networking Group, March 2015
“M&A Brokers and Avoiding Broker-Dealer Registration,” October 2014
“SEC Guidance on Cybersecurity and Use of Social Media,” Greater Portland Compliance Association, June 2014