Rachel Atchison

Rachel Atchison

Partner

503.802.5732
rachel.atchison@tonkon.com

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Services & Industries

Education

J.D., magna cum laude, Lewis & Clark Law School, 2013, Business Law Certificate

B.A, magna cum laude, Western Washington University, 2004

Bar & Court Admissions

Oregon State Bar

Rachel is a partner in Tonkon Torp’s Business Department. She focuses her practice on various real estate matters including commercial purchases and sales, land use, and transactions involving renewable energy. Rachel’s practice also includes corporate work in mergers and acquisitions, entity formation, corporate governance, and drafting and negotiating contracts.

Rachel is a 2013, magna cum laude, graduate of Lewis & Clark Law School, where she earned a Dean’s Scholarship for academic merit and earned the Oregon State Bar Securities Section Scholarship. Rachel was voted outstanding associate editor of the Environmental Law Review and was a member of the Asian/Pacific American Student Union and the Business Law Society. As a law student, she worked as a summer associate at Tonkon Torp for two consecutive years.

Get to Know

In the record collecting world, attorney Rachel Atchison is what you could call a “lifer.” As a music-obsessed kid, Rachel saved up her allowance to buy her first album, Guns N’ Roses’ seminal Appetite for Destruction, at age nine and hasn’t looked back since. Through high school and undergrad at Western Washington University, she continued to explore music and develop her tastes, falling in love with punk, metal, rock, and their many subgenres.

After college, Rachel moved to Portland in the mid-aughts to immerse herself in its celebrated music scene. She met her now husband through the scene, and he helped her get a job that any melomaniac would covet – working first at Portland’s flagship Everyday Music store on Burnside and later at its Sandy location. During her five years at the store, Rachel built up a niche position as a vintage record curator, researching and purchasing vintage and rare imprints, and writing detailed histories and reviews for the store’s dedicated clientele. Though CDs were the dominant format in the ‘90s and ‘00s, Rachel always made a concerted effort to promote the vinyl format. “I’ve always been primarily a vinyl fan,” she shared. “I made sure the store’s collection was in top shape because during my time at the store, demand for vinyl creeped upward, and it’s really becoming popular again.”

During her time with Everyday Music, Rachel built her vinyl collection in earnest, enjoying the enviable perks of first dibs and employee discounts. “Because my husband and I both worked for Everyday Music, our collections became pretty impressive. We had some overlap but also a lot of differences, which makes our library eclectic. As music lovers, combining our collection and getting rid of the duplicates was one of our biggest relationship milestones, maybe even bigger than our wedding!”

Rachel enjoys being steeped in music, but eventually decided to end her journey at the record store to enroll at Lewis & Clark Law School, where she graduated magna cum laude in 2013. Now, as a Tonkon Torp partner with a thriving business law practice, and a mom with a busy young son, Rachel is more of a listener than a crate digger. Although not obsessively focused on adding albums to her family collection of over 2,500 records, she does still maintain a long want list. Currently near the top is Peilitalossa (In the House of Mirrors), a 1983 release by Finnish post-punk/goth band, Musta Paraati (“Black Parade” in English). The album has been reissued by specialty label Svart, but Rachel is waiting to get her hands on the original vinyl pressing.

Online music communities such as Discogs give Rachel avenues to search for obscure records, but she still loves the in-person hunt, observing that, “record stores are more like thrifting, and online lets me take more of a surgical approach. Visiting record stores is so fun, and, when there’s not a pandemic, we travel to shop at different stores and attend record shows. There is nothing like getting to see our friends in the community, and holding a record in person to make sure it’s fit for our collection.”

Rachel and her husband spend a lot of family time serving as DJ for their son, who, like his parents, has had an ear for music since his earliest days. And while letting him handle records is still in the future, they enjoy helping him soak up their catalog of music that has brought them so much joy.

Representative Matters

Eastern Oregon Wind Projects Acquisition

Represented private equity firm in $200 million acquisition and development of five utility-scale wind projects in Eastern Oregon for sale of power to prominent Idaho utility.

Acquisition of Shopping Center during COVID Crisis

Represented client in the acquisition of a Willamette Valley shopping center in completion of a 1031 exchange. The coronavirus crisis hit during the due diligence period, resulting in a massive drop-off in tenants’ businesses and thereby drastically affecting the transaction pro forma. Assisted buyer to implement creative solutions with the seller to save the transaction by sharing the risk of reduced landlord revenues in the short term after closing.

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.

Complex Reverse Exchange

Worked with Tonkon Torp team to guide the client through a complicated reverse exchange, which involved the purchase of 10 real property interests and the sale of one real property interest pursuant to Section 1031 of the Internal Revenue Code, as amended, and the Treasury Regulations promulgated thereunder. These carefully timed transactions also involved the client’s exercise of a put option under the controlling ground lease, the termination of numerous tenancy-in-common agreements, the assumption of dozens of leases, and the coordination of tenants, counter-parties and their counsel, two title companies, and the exchange accommodation titleholder/qualified intermediary company.

Acquisition of U.S. Solar Energy Development Portfolio

Represented the purchaser in the recent acquisition of  a rival developer's U.S. solar energy development portfolio. Purchaser acquired 14 large-scale solar projects in the late stages of development in California and New Mexico, along with numerous early-stage projects scattered across the nation.

Tonkon Torp Attorneys Help Secure Portland’s First Five-Star Hotel Project

Tonkon Torp played a foundational role in paving the way for Oregon’s first five-star hotel development, the 35-story Ritz-Carlton hotel in downtown Portland. Attorneys from the Real Estate & Land Use Law Practice Group represented their client, the landowner, in negotiating an agreement to enter into a ground lease (AEGL) with BPM Real Estate Group, a Portland-based developer, assisting with the fulfillment of the AEGL’s conditions, and closing the transaction with the parties entering into the ground lease itself.

Tonkon Torp Helps Albina Head Start Purchase Property for Community Cornerstone

Attorneys from Tonkon Torp’s Real Estate & Land Use Practice Group are celebrating a successful real estate purchase for pro bono client Albina Head Start (AHS). For more than 40 years, AHS has leased space at a former church building in NE Portland for its Tina Clegg Center. The Center, a community pillar for one of Portland’s historic communities of color, houses both a Head Start program serving 60 low-income families and AHS administrative offices that coordinate and provide services for numerous additional families.

Guiding a Software Company Through a Successful Equity Sale

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.

Portland’s First Living Building in the Heart of Downtown

On March 31, 2020, Owen Blank and Rachel Atchison helped their client close on the beginning of Portland’s first living building, which will be located at SW 1st Avenue and SW Pine Street. The “Living Building” will meet the world’s most stringent sustainability standards. It will have many amazing attributes, like use of filtered heat recovery ventilation and cross-laminated timber certified by the Forest Stewardship Council.

Community Involvement & Activities


Professional Memberships

Multnomah Bar Association
Oregon Women Lawyers

The Best Lawyers in America

2022, Ones to Watch – Corporate Law
2021-2022, Ones to Watch – Mergers and Acquisitions Law
2021-2022, Ones to Watch – Real Estate Law

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Super Lawyers

2022, Oregon Rising Star – Real Estate

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31 Tonkon Torp Attorneys Honored on 2022 Super Lawyers Lists

Thirty-one Tonkon Torp attorneys in 11 practice areas have been included in the 2022 Oregon Super Lawyers or Rising Stars

Best Lawyers in America® Names 13 Tonkon Torp Attorneys to 2022 Ones to Watch List

Thirteen Tonkon Torp lawyers representing 13 practice groups have been selected to appear in Best Lawyers’ 2022 Ones to Watch directory.

Tonkon Torp Elects Four Attorneys to Partnership

Tonkon Torp LLP has elected Rachel Atchison, Eric Beach, Jeff Bradford, and Alex Tinker to the partnership, effective January 1, 2021.

Nine Rising Tonkon Torp Attorneys Included on 2021 “Ones to Watch” List

Nine Tonkon Torp lawyers representing nine practice groups have been honored in Best Lawyers’ inaugural Ones to Watch directory. Best Lawyers: Ones to Watch is a peer-review honor focused on acknowledging attorneys who have been in private practice five to nine years for their outstanding professional excellence.

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.

All News Items

Cleaning Up Your Contracts – Property Owners Could Be Liable for Janitors’ Unpaid Wages

Due to recent changes in Oregon law, if a janitorial service provider fails to pay its employees, the owner or manager of the property being cleaned could be liable for the unpaid wages (and additional penalties) unless the property owner or manager vets its janitorial service provider, as further described below.

Section 1031: What is Real Property? Four Things You Should Know From the New Final Regulations

Effective December 2, 2020, the IRS issued its Final Regulations (the “Final Regs”) clarifying what is real property under Section 1031 of the Internal Revenue Code.

Property Owners, Don’t Get Stuck Double-Paying for Janitorial Services

Imagine you are a property owner or manager over any number of properties. You hire various service providers to perform services such as landscaping, security, cleaning, etc.

Clean Up Your Contracts – Property Owners Could Be Liable for Janitors’ Unpaid Wages

Due to recent changes in Oregon law, if a janitorial service provider fails to pay its employees, the owner or manager of the property being cleaned could be liable for the unpaid wages (and additional penalties) unless the property owner or manager vets its janitorial service provider, as further described below.

IRS Proposes New 1031 Regulations – Sculptures Are Real Property, Walls Are Not

The IRS issued Proposed Regulation 117589-18 on June 11, 2020 (the “Proposed Regs”), in response to legislative changes applicable to like-kind exchange transactions (“1031s”). The Proposed Regs address transactions involving both real property and personal property given that under the Tax Cuts and Jobs Act personal property is no longer eligible for like-kind exchange treatment.

Top Three Investor-Friendly Rules from the Newest IRS Opportunity Zone Notice

The IRS issued Notice 2020-39 on June 5, 2020 in response to the COVID-19 pandemic, which extended several deadlines applicable to Opportunity Zone investments.

All Ear to the Ground Blog Items

Publications & Presentations

Section 1031: What is Real Property? Four Things You Should Know From the New Final Regulations,” Ear to the Ground, January 2021

Property Owners, Don’t Get Stuck Double-Paying for Janitorial Services,” Ear to the Ground, January 2021

“Cleaning Up Your Contracts – Property Owners Could Be Liable for Janitors’ Unpaid Wages,” Tonkon Torp legal Update, October 2020

IRS Proposes New 1031 Regulations – Sculptures Are Real Property, Walls Are Not,” Ear to the Ground, July 2020

Top Three Investor-Friendly Rules from the Newest IRS Opportunity Zone Notice,” Ear to the Ground, July 2020

COVID-19 Relief for 1031 Exchanges: Deadlines Moved to July 15, 2020,”Ear to the Ground, April 2020

“Opportunity Zone Investments,” Oregon State Bar Securities Regulation Section, October 2019

Urban Growth Boundary Expansions on the Rise,” Ear to the Ground, October 2018

The Sparkle of Gresham’s Enterprise Zone Attracts New Diamond Factory,” Ear to the Ground, June 2018

There’s an Essential Oil for That — Ambient Scenting in Commercial Real Estate Spaces,” Ear to the Ground, November 2017

The Fair-Haired Dumbbell Regulation A+ Offering,” Ear to the Ground, June 2017