Services & Industries
J.D., University of Oregon School of Law, 2005
B.S., with honors, University of Oregon, 2001
Bar & Court Admissions
Oregon State Bar
Washington State Bar Association
Jessica is a partner at Tonkon Torp LLP and Co-Chair of the firm’s Business Department. Her practice includes regulatory compliance, securities and general corporate law, and assisting clients on regulatory legal matters throughout the life of their businesses. Her extensive experience spans more than a decade and focuses mainly on financial service businesses and investment management legal work. 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.
Jessica co-chairs the firm’s Financial Services & Investment Management Practice Group and 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 also works on advising clients, both HNW and institutional, on investment decisions. She previously worked as in-house counsel for a private equity company and brings that real-world experience to her practice, where she is known for her business-minded, client-focused perspective, as well as for her efficiency and responsiveness.
Through her work in advising investment funds, Jessica has worked within the cannabis industry since 2015, when recreational use was legalized in Oregon. She advises funds and investors on the unique legal landscape governing cannabis from both an historic and contemporary perspective and has worked on hundreds of cannabis industry transactions, including some of the largest to date.
During her personal time, Jessica is a member on the PSU Impact Ventures Investment Committee and assists PSU MBA students with their investing programs. She also coaches the La Salle High School cheerleading team. She and her husband are busy raising two children and operating a car rally event business called the Gambler 500.
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
Her work for private corporate clients, including cannabis companies, involves:
- Drafting corporate transaction documents and counseling on business matters
- Advising, structuring, and developing the transaction documents for financing business activities
- 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
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.
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, Investment Committee Member
Oregon State Bar Securities Law Section
2023-Present, Executive Committee Member
Street Dog Hero
2023-Present, Board of Directors
2020-2022, Board of Directors
Oregon State Bar Cannabis Law Section
2019-2022, Executive Committee
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
Greater Portland Compliance Association
Multnomah Bar Association
Oregon Women Lawyers
PDX BizWomen Coalition
Tonkon Torp partner Jessica Morgan has joined the Board of Directors of Street Dog Hero. The nonprofit dog rescue organization is based in Bend, Oregon, and is focused on transporting street dogs from around the globe to permanent homes in the Pacific Northwest.
Tonkon Torp LLP has appointed partner Jessica Morgan as Co-Chair of its Business Department.
Tonkon Torp attorneys Jessica Morgan and Christopher Pallanch led an informational session on timely topics important to compliance professionals.
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.
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.
By Samantha Taylor, Christopher Pallanch, and Jessica A. Morgan – On February 7, 2023, the Securities and Exchange Commission’s Division of Examinations announced its fiscal year 2023 examination priorities. This year, the Division continues its focus on protecting investors by prioritizing examinations on a risk-based approach to ensure compliance with federal securities laws and rules and to respond to the various risks posed by evolving technology.
By Danny Newman, Ferdie Ruplin, Jessica Morgan, and Ava Schoen – In January, a California bankruptcy court issued an opinion providing another lifeline to cannabis companies that could benefit from the protection of the federal bankruptcy code – to reorganize or liquidate assets.
By Josie Jeremiah, Kate Roth, Sherrill Corbett, and Jessica Morgan – The Treasury Department’s Financial Crimes Enforcement Network (FinCEN) recently published the “Final Rule” (effective Jan. 1, 2024) under the Corporate Transparency Act (CTA), part of the government’s efforts to curb money laundering and increase financial transparency.
By Danica Foster and Jessica Morgan – With a moratorium now in place on all recreational cannabis license types, the only way new participants can enter Oregon’s recreational cannabis industry is to purchase an existing license.
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.
Publications & Presentations
“SEC Division of Examinations Announces 2023 Priorities,” Tonkon Torp Legal Update, Feb. 2023
“Bankruptcy Doors Open a Little Wider to Cannabis Companies,” Tonkon Torp Legal Update, Feb. 2023
“Is Your Business Ready for the Corporate Transparency Act?” Tonkon Torp Legal Update, Jan. 2023
“The SEC Marketing Rule,” Greater Portland Compliance Association, Sept. 2022
“Potential Changes Coming in Cannabis License Transactions,” Aug. 2022
“SEC Division of Examinations Announces 2022 Priorities,” Tonkon Torp Legal Update, April 2022
“Big Changes to OLCC Cannabis Licensing,” Dec. 2021
“Is Your Company Ready for the Corporate Transparency Act?” Portland Business Journal, Nov. 2021
“Cannabis License Rights Transfer 101 – Planning Is Key,” Tonkon Torp Legal Update, Sept. 2021
“The State of Oregon Cannabis Licensing – When Can We Expect New Licenses?” Tonkon Torp Legal Update, Aug. 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,” OSB 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,” Jan. 2021
“Compliance and Enforcement Update,” Greater Portland Compliance Association, Oct. 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, Jan. 2020
“SEC Proposes Amendments to Advertising and Solicitor Rules,” Tonkon Torp Legal Update, Nov. 2019
“Fundraising and Investing 101,” The Perlane, Oct. 2019
“5 Ways to Gain High Ground While Selling a Cannabis Company,” Portland Business Journal, Sept. 2019
Panelist, “Thrive – A Seminar for Women Business Leaders,” Nov. 2018
“Compliance and Enforcement Update,” Greater Portland Compliance Association, Sept. 2018
Panelist, “Drug Money in the Age of Regulated Cannabis,” RIMS, The Risk Management Society Western Regional Conference, Sept. 2018
“Compliance and Enforcement Update,” Greater Portland Compliance Association, Oct. 2017
“Fund Strategies & Structures: Trends and Best Practices,” Oregon Angel Fund, June 2017
“Department of Labor Fiduciary Rule Overview,” Greater Portland Compliance Association, Sept. 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,” Oct. 2014
“SEC Guidance on Cybersecurity and Use of Social Media,” Greater Portland Compliance Association, June 2014