Services & Industries
LL.M. (Taxation), New York University School of Law, Graduate Division, 1983
J.D., Willamette University College of Law (Milhorn Scholarship), 1982
B.A., Willamette University, 1978
Bar & Court Admissions
Oregon State Bar
Washington State Bar Association
Mark’s practice emphasizes federal, state, and local taxation and the relationship and impact those areas of taxation have on both business transactions and personal investments. He also engages in a general business practice, with a particular emphasis on partnerships and limited liability companies. Additionally, Mark represents clients in tax controversies before the Tax Court, IRS, and similar state and local courts and agencies.
A partner at Tonkon Torp since 1990, Mark has served as a member of the Managing Board, Chair of the Business Department, Chair of the Tax practice group, and in a number of other management positions.
Mark co-authored the section on “Involuntary Conversions” for the Bender Federal Tax Service and the chapter on “Subchapter S Taxation” for Advising Oregon Businesses. He was a featured speaker in the Oregon State Bar sponsored CLE presentation on “Oregon’s New Revised Partnership Act” and he speaks from time to time on various tax topics.
Sale of Specialty Pharmacy Company
Represented seller in the restructure and sale of a 51% interest in a specialty pharmacy company.
Formation of Qualified Opportunity Fund
Formed and organized a Qualified Opportunity Fund, Qualified Opportunity Zone Business, and Fund Manager for purposes of investing in real estate located in an opportunity zone in Portland, Oregon.
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.
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 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.
Forming a Specialty Pharmacy and Infusion Joint Venture
Represented Moda Partners family of companies in creating a specialty pharmacy and infusion joint venture with PeaceHealth.
Joint Venture Between Pharmaceutical Companies
Represented owner of a pharmaceutical company in its joint venture with a second pharmaceutical company.
Sale of Pulp Mill
Represented Wayzata Investment Partners, a private equity fund, in connection with a sale of Halsey, Oregon pulp mill.
Representation of Sale to Financial Buyer
Represented a client, a Northwest based supplier of truck, trailer and various truck wheel products, in an eight figure sale to a financial buyer.
Tax Structuring for Moda Health Sale to Delta Dental
Developed and help implement tax structure for Moda Health’s corporate restructure and $155 million stock sale to Delta Dental of California.
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 Kennewick, Washington Retail Center
Represented the purchasers in acquiring the Canal Crossing Shopping Center in Kennewick, Washington. The property was required as "replacement property" as part of a Section 1031 exchange. Purchase price $10,800,000.
Sale of Quantec LLC
Represented Quantec LLC in sale of Portland-based professional consulting services company to strategic investor located in Boston.
DirectTV, Inc. v. Department of Revenue
Obtained summary judgment from tax court holding that DirectTV's Oregon-based property is subject to local assessment, which does not include intangibles, and not central assessment, which does include intangibles.
Dish Network L.L.C. v. Department of Revenue
Represented a satellite television provider challenging whether it provides "data transmission services" which could subject it to central assessment.
Powerex Corporation v. Department of Revenue
Filed amicus brief on behalf of a regulated utility before the Oregon Supreme Court to determine the nature of electricity as "tangible personal property" for purposes of Oregon corporate excise tax.
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.
Market Industries, Ltd. Representation
Represented Market Industries, Ltd. in the continuous representations in its six acqusitions after investment by Endeavor.
Sale to UTi Worldwide Logistics
Represented Market Industries, Ltd. in the ultimate sale to UTi Worldwide Logistics for approximately $197 million in cash.
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.
An interdisciplinary team of Tonkon Torp lawyers helped our client, Portland-based Critical Path Software, strike an optimal deal for acquisition by eBay.
When Oregon-based The Greenbrier Companies, Inc. decided to buy out its joint venture partner’s interest in the Greenbrier-Concarril venture in Mexico, it turned to longtime counsel Tonkon Torp to assist in structuring the transaction.
Tonkon Torp led client Moda Health through its high-profile corporate restructure and $155 million stock sale to Delta Dental of California.
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’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 real estate and tax lawyers were instrumental in the complex, $40 million sale of the historic U.S. Bank Block in downtown Portland to real estate investment firm ScanlanKemperBard. Read more here.
Tonkon Torp led one of Oregon’s most notable M&A deals of 2019 for its client, Columbia Helicopters. Founded in 1957, Columbia Helicopters, Inc. (CHI) is one of Oregon’s most recognizable brands.
Tonkon Torp led Oregon’s largest M&A transaction in 2017, the $700 million acquisition of Tualatin-based Pacific Foods of Oregon LLC by Campbell Investment Company. Pacific Foods is an iconic, nationally distributed organic food brand founded in 1987.
Community Involvement & Activities
Oregon State Bar
Committee on the Revised Uniform Partnership Act
St. Thomas More Parish
Portland’s Reclaiming Our Streets Implementation Team
City of Portland
Photo-Radar Oversight Committee
South Park Blocks Association
Southwest Hills Residential League
American Bar Association
Multnomah Bar Association
The Best Lawyers in America
2014-2022, Business Organizations (including LLCs and Partnerships
2006-2022, Tax Law
2017, 2019, Lawyer of the Year – Business Organizations (including LLCs and Partnerships), Portland
2013, Lawyer of the Year – Tax Law, Portland
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.
Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022
Forty-nine Tonkon Torp lawyers representing 36 practice areas have been selected for inclusion in The Best Lawyers in America® 2021. A majority of attorneys have been named to the peer-review list in past years, and most have been recognized for more than five years.
Forty-eight Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2020. A majority of attorneys have been named to the list in past years, and most have been recognized for more than five years.
Six attorneys from Tonkon Torp have been named by Best Lawyers in America® 2019 as Portland Lawyer of the Year in their specialties. In each community, only one lawyer per specialty is honored as the Lawyer of the Year by the peer review survey.
Now that Paycheck Protection Program (PPP) funds are landing in business accounts, it’s time to dig into how PPP loan forgiveness is taxed. Tonkon Torp attorneys have detailed how PPP loans work at our firm’s COVID-19 Resources page, but in short, when a borrower uses PPP loan proceeds to pay payroll and certain other business expenses (PPP Expenses) all, or a portion, of the PPP loan may be forgiven.
On March 18, 2020, Congress enacted the Families First Coronavirus Response Act (the “Act”) providing for paid sick leave and expanded family and medical leave for coronavirus-related reasons and creating refundable credits for eligible employers. Eligible employers are businesses and tax-exempt organizations with fewer than 500 employees required to provide emergency paid sick leave and emergency paid family and medical leave under the Act. The IRS issued guidance on receiving the refundable credits.
The coronavirus (COVID-19) epidemic was recently declared a disaster under the Stafford Disaster Relief and Emergency Act. This triggers special tax treatment for qualified disaster relief payments (“QDR payments”). To the extent not covered by insurance or other means, QDR payments to an individual are not taxable for federal income and employment tax purposes.
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
“To Be or Not to Be a Deductible – That Is the Current PPP Question,” Tonkon Torp Legal Update, May 2020
“IRS Guidance for Employers on Refundable Credits for Covering Qualified Employee Leave,” Tonkon Torp Legal Update, March 2020
“Employers to Receive Special Tax Treatment for Qualified Disaster Relief Payments,” Tonkon Torp Legal Update, March 2020
“Operating Agreements: Allocation and Tax Issues,” Oregon State Bar Business Law Section, November 2017
“Tax Issues for the Cannabis Industry,” Northwest Federal Tax Conference, Oregon Society of CPAs, November 2015
“Tax Planning for Closely Held Businesses,” Oregon Law Institute of Lewis & Clark College, April 2015
“Time to Rethink Your Choice of Entity in Oregon?,” Oregon State Bar Business Law Section, September 2014
“Choice of Entity in Oregon,” May 2014
“A Dash of SALT: Planning Opportunities and Recent Developments,” Oregon State Bar Taxation Section, March 2013
“Tax Planning for Closely Held Businesses,” Oregon Law Institute of Lewis & Clark Law School, March 2013
“Representing Family and Closely Held Businesses,” Oregon Law Institute of Lewis & Clark Law School, March 2012
“Tonkon Tax Attorney Recommends Reforms to City/County Tax,” Portland Business Journal, February 2011