Services & Industries
J.D., University of Chicago Law School, 1986
B.A., Economics, University of Colorado at Boulder, 1981
Bar & Court Admissions
Oregon State Bar
Washington State Bar Association
Kurt Ruttum is Managing Partner at Tonkon Torp, with a practice emphasizing mergers and acquisitions, finance, strategic analysis, and general corporate counsel matters.
Kurt has extensive experience representing companies, underwriters, borrowers, lenders, investors, private investment firms, private equity firms, and venture capitalists in public offerings, commercial loans, and private placements of debt and equity securities. He also represents buyers and sellers of public and private companies, their divisions, and their strategic assets. Kurt represents clients in a wide variety of industries, including manufacturing, software development (including SaaS), private equity, venture capital, and forest products.
Kurt began his law career with the firm in 1986 and was a partner in 1996 when he left to join a publicly held manufacturing client as Vice President and General Counsel. Subsequently he served as Chief Financial Officer of a client that was a publicly held software company. Kurt rejoined Tonkon Torp in 2000.
Kurt is admitted to practice law in Oregon and Washington.
International Sale of Interest in Dental Equipment Company
Represented dental parts and equipment company in the sale of one-third of its interest to a public company in Japan. In a truly global transaction, the Tokyo, Japan-based investor had legal counsel in New York, with their principal attorney working out of Hawaii. An insurer in London underwrote the representations and warranties insurance. Tonkon Torp's M&A group assembled a team of Tonkon Torp attorneys to assist in additional intellectual property, tax, and labor and employment issues important to the success of the transaction.
Favorably resolved a dispute over the value of a former executive's minority shares in the company following a squeeze-out merger.
Sale of D&M Holdings, Inc.'s Professional Audio Assets
Tidewater Barge Lines
Represented Tidewater Barge Lines, a regional transportation provider, in a nine figure sale to a financial buyer.
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.
Purchase of Websites and Online Businesses
Represented purchaser in acquiring websites and online businesses with known intellectual property issues, licensing issues and regulatory compliance issues related to information privacy, security and consumer protection matters, and assisted purchaser in correcting such issues post-closing.
Represented EthicsPoint in its acquisition by The Riverside Company.
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.
SpencerCo, LLC / Runyes Joint Venture (China)
Represented SpencerCo, a family-owned dental equipment developer and seller, in connection with organizing a joint venture in Ningbo, China to develop and manufacture dental chairs, lights and other dental equipment.
Represented Avid, a nutritional supplement producer, in a nine figure sale to a strategic buyer.
Sale of Quantec LLC
Represented Quantec LLC in sale of Portland-based professional consulting services company to strategic investor located in Boston.
Acquisition of Merchandising Company
Represented Endeavour Capital in acquisitions of a merchandising company.
Idaho Timberlands Purchase
Represented major forest products company in purchase of 17,000 acres of Idaho timberlands, including associated agreements and acquisition of ancillary property rights.
Tonkon Torp has been a trusted advisor to Vancouver, Washington-headquartered Tidewater Holdings for almost a decade. So, when the region’s premier inland transportation and terminal company sought a new equity investment partner, Tidewater relied on the expertise of Tonkon Torp’s corporate finance team to bring a deal to fruition.
Oregon-based Monsoon, Inc.’s announcement that it was merging with online media marketplace leader Alibris, Inc. was the culmination of a business strategy developed and executed over seven years with the help of Tonkon Torp attorneys.
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.
Tonkon Torp’s mergers and acquisitions team facilitated the successful equity sale of ShiftWise, a Portland software company that provides web-based healthcare workforce solutions, to AMN Healthcare Services, Inc., a publicly traded strategic buyer. Find details and more featured cases here.
Tonkon Torp was counsel to privately held Avid Health, Inc. in its cash sale to Church & Dwight Co Inc., a Princeton, New Jersey based, publicly traded consumer products company with a portfolio of personal care and household product brands.
In one of the quickest and most successful conclusions of a grocery chain bankruptcy proceeding, Tonkon Torp secured court approval of a reorganization plan for C&K Market, Inc., to emerge from Chapter 11 bankruptcy just seven months after filing. Find details and more featured cases here.
Community Involvement & Activities
Parrott Creek Child and Family Services, Inc.
Board of Directors
Multnomah Bar Association
Thirty-one Tonkon Torp attorneys in 11 practice areas have been included in the 2022 Oregon Super Lawyers or Rising Stars
Chambers USA has recognized 28 Tonkon Torp attorneys in eight practice areas in its Chambers USA 2022 Guide.
Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022
Twenty-six Tonkon Torp attorneys in nine practice areas have been included in the 2021 Oregon Super Lawyers or Rising Stars lists.
Chambers USA has recognized 23 Tonkon Torp attorneys in seven practice areas in its Chambers USA 2021 guide.
When the second round of PPP funding became available in January 2021, our firm saw a significant drop off in the number of clients seeking a second PPP loan. I view this is a positive indication that the first round did its job, and that we are in a different economic environment today than at this point last year.
When the federal Paycheck Protection Program (PPP) was announced in March 2020, we worked with many of our business clients to secure a PPP loan in the first, fastest, and most competitive round of lending by the Small Business Association (SBA). Even as critical questions loomed about forgiveness, tax implications, and timelines, we were optimistic that the program would serve as a vital lifeline.
Often, the parties in a business sale will designate a portion of the purchase price to be paid out over time or otherwise made contingent on the performance of the business after the transaction is complete. An earn-out can be one of the most heavily negotiated parts of any deal, as it materially affects the value of the transaction for both parties. There are few things in the business community that have not been upended by the recent COVID-19 pandemic, but anyone with a current earn-out in process should take a hard look at available options.
JOBS Act Directs SEC to Lift Ban on General Solicitation and General Advertising in Rule 506 Offerings
The recently enacted Jumpstart Our Business Startups Act (JOBS Act) directs the U.S. Securities and Exchange Commission (SEC) to adopt rules that remove the existing prohibition against general advertising and general solicitation in private placements exempt from registration under Rule 506 of Regulation D, as long as the securities are sold only to accredited investors.
As discussed in a previous Tonkon Tip, the Securities and Exchange Commission issued an order raising the financial thresholds of Rule 205-3 under the Investment Advisers Act of 1940, which provides that only “qualified clients” may be charged a performance-based fee.
Publications & Presentations
“Is Selling a Viable Option with an Unresolved PPP Loan on the Books?” Tonkon Torp Legal Alert, April 2021
“The Impact of PPP Loans, One Year Later,” Tonkon Torp Legal Alert, April 2021
“Earn-OUCH: Post-M&A Transaction Earn-Outs in Light of COVID-19,” Tonkon Torp Legal Alert, May 2020