Services & Industries
J.D., summa cum laude, University of Iowa College of Law, 2002
Ph.D., Princeton University, 1996
B.A.,summa cum laude, Duke University, 1988
Bar & Court Admissions
Oregon State Bar
Michael is Co-Chair of the firm’s Business Department and is active in the areas of tax and employee benefits. His tax practice focuses on the federal, state, and local taxation of businesses, with an emphasis on the structuring of business transactions and the taxation of corporations, partnerships, and LLCs. In the benefits area, Michael advises clients on a wide range of issues involving retirement plans, equity-based plans, and fringe benefit plans. Michael frequently represents clients in tax and benefits controversies involving the Internal Revenue Service, the Department of Labor, and state and local tax authorities.
Michael also assists clients in forming business entities, buying and selling businesses, corporate reorganizations, and drafting and negotiating contracts.
Before joining Tonkon Torp, Michael completed a two-year judicial clerkship in the Eastern District of Pennsylvania in Philadelphia. Michael serves on the Board of Cedar Sinai Park, and he previously served for four years as Board President of Jewish Family & Child Service.
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.
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 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.
Sale of Linn County Tree Farm
Represented the seller of a Linn County, Oregon tree farm that had been family-owned for some 60 years.
Investments in Alternative Investment Funds
Represented nonprofit foundations and nonprofit institutions with respect to investments in alternative investment funds (hedge funds, private equity funds, and similar investment vehicles) with investments ranging from $500,000 to $100,000,000.
City Center Parking Acquired by Canada-based Impark
Represented the general partner in the sale of Portland's largest local parking management and services company to an international firm. The company operated approximately 200 lots, mostly in the core of the City. Transaction included contractual arrangements for 28 lots owned by affiliates of the company's owners.
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.
Underneath Tonkon Torp’s Financial Services banner, a specialized Investment Management Practice represents institutional, governmental, and individual investors to advise on investments in funds such as hedge funds, real estate funds, venture capital funds, and private equity funds. For instance, in recent years, the State of Oregon has turned to Tonkon Torp’s expertise to provide legal counsel in connection with its investments. Business attorneys David Forman and Owen Blank, and tax attorney Gwen Griffith each hold an appointment as Special Assistant Attorney General for the state.
Represented the General Partner in the sale of Portland’s largest local parking management and services company to an international firm. The company operated approximately 200 lots, mostly in the core of the City. Transaction also included contractual arrangements for 28 lots owned by affiliates of the company’s owners.
An interdisciplinary team of Tonkon Torp lawyers helped our client, Portland-based Critical Path Software, strike an optimal deal for acquisition by eBay.
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 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.
Tonkon Torp client Enel Green Power North America (EGPNA) is the North American subsidiary of one of the largest corporations in the world, the Italian electricity company Enel S.p.A. Here’s how we helped EGPNA in a renewable energy acquisition.
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
Cedar Sinai Park
American Bar Association
Multnomah Bar Association
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.
Tonkon Torp has launched a new practice group, Shareholder Disputes & Governance.
Tonkon Torp is thrilled to extend congratulations to the students on the Cleveland High School Constitutional Law Team for advancing to national level competition. After winning the Wild Card spot at the We the People Constitutional State Tournament on January 30, 2021, the Cleveland High team will represent Oregon along with Grant High School in the national finals organized by the Center for Civic Education. This is the first time the team will compete in the finals. Business Law partner Michael Millender is one of the Cleveland team coaches.
Rachel Atchison and Michael Millender Review Opportunity Zones for OSB Securities Regulation Section
Rachel Atchison and Michael Millender provided an overview of Opportunity Zone tax incentives at the Oregon State Bar Securities Regulation Section Annual Meeting.
Tonkon Torp hosted a social hour and program to highlight key implications of the 2017 federal tax overhaul for real estate investors. David Petersen covered the key components of tax reform that apply to real estate investors. Michael Millender discussed new tax incentives available to real estate investors who acquire property in so-called Opportunity Zones, which are census tracts that meet certain income criteria.
Last Friday, the Treasury Department and IRS revised their guidance from earlier in the week and issued a notice granting taxpayers an extension until July 15 to file income tax returns and make income tax payments that would normally be due on April 15. On Tuesday, the IRS posted FAQs addressing a number of specialized tax issues raised by the extension.
In response to the COVID-19 epidemic, the U.S. Treasury has issued a notice providing individual and corporate taxpayers with a three-month extension to pay income taxes that are otherwise due on April 15 without penalties or interest. The extension-and-waiver applies to both 2019 taxes and to 2020 quarterly estimated taxes.
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.
On February 2, 2012, the Department of Labor (“DOL”) issued final regulations requiring service providers to ERISA retirement plans to disclose information about the service providers’ compensation and potential conflicts of interest. The final rules replace interim final ERISA section 408(b)(2) regulations that were to go into effect on April 1, 2012.
Publications & Presentations
“Four Points to Keep in Mind About the New July 15 Tax Deadline,” Tonkon Torp Legal Update, March 2020
“Treasury Relaxes Tax Payment Deadline,” Tonkon Torp Legal Update, March 2020
“Opportunity Zone Investments,” Oregon State Bar Securities Regulation Section, October 2019
“Incentive Compensation,” January 2017
“Designing and Implementing Enterprise Contract Management Systems,” Association of Corporate Counsel – Oregon Chapter, June 2016
“Tax Planning for Closely Held Businesses,” Representing Family and Closely Held Businesses, Oregon Law Institute of Lewis & Clark College, April 2015
“New Year, New Rate: Understanding Oregon’s New Income Tax Rates for (Some) Business Owners,” Portland Tax Forum, January 2015
“What’s Nexus?” Multi-State Business Tax for Pacific Northwest Practitioners, National Business Institute, October 2014
“Time to Rethink Your Choice of Entity in Oregon?” OSB Business Law Section, September 2014
“Taxation of Internet Commerce: What You Need to Know,” Oregon Law Institute of Lewis & Clark Law School, June 2013
“A Dash of SALT: Planning Opportunities and Recent Developments,” Oregon State Bar Taxation Section, March 2013