Sherrill Corbett

Sherrill Corbett

Partner

503.802.2049
sherrill.corbett@tonkon.com

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Services & Industries

Education

J.D., magna cum laude, University of California, Hastings College of the Law, 1995
Order of the Coif

B.A., summa cum laude, Saint Mary’s College of California, 1992

Bar and Court Admissions

Oregon State Bar
State Bar of California

Sherrill is Co-Chair of Tonkon Torp’s Business Transactions Practice Group, where she counsels clients on buying and selling businesses, structuring complex joint ventures, bank financings, private placements, and public offerings. Sherrill represents public companies and advises them on securities compliance, corporate governance matters, and follow-on offerings.

Sherrill’s clients value her ability to provide quality legal counsel with practical business advice and creative solutions, while making “legalese” easy to understand. She especially enjoys working with women-owned or operated businesses.

Sherrill previously practiced at Heller Ehrman White & McAuliffe LLP’s San Francisco office and at Graham & James LLP, also in California. She serves on Tonkon Torp’s Managing Board.

Representative Matters

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.

Confidentiality and Non-Disclosure Agreements

Represented consumer service provider and retail company in drafting and negotiating a confidentiality and non-disclosure agreement with a vendor engaged in collecting and processing consumer personal information on behalf of governmental or public entities for consumer licensing purposes.

Sale of The Joinery

Represented The Joinery in its 2013 sale to Jon Blumenauer.

Sale of Randolph Construction Services, Inc.

Represented Randolph Construction Services, Inc., a woman-owned design-build general contractor in its sale to LVI Services Inc.

Sale of Delphina's Bakery

Represented Delphina's in its sale to a strategic buyer.

Public Company Common Stock Offering

Represented The Greenbrier Companies, Inc. as local counsel in its offering of 3,000,000 shares of common stock.

Public Company Convertible Senior Notes Offering

Represented The Greenbrier Companies, Inc. as local counsel in its offering of $230,000,000 of 3.5% Convertible Senior Notes due in 2018.

Climax Portable Machining & Welding Systems

Represented Climax Portable Machining & Welding Systems in its acquisition of Calder Testers, Inc.

Delphina's Bakery

Represented Delphina's Bakery, a locally owned, woman-owned bakery since 1983, in its sale to a strategic buyer.

Market Industries

Sale of Market Industries, a privately held provider of third-party logistics services and multimodal transportation capacity solutions, for $197 million to UTi Worldwide.

Pacific Foods

Represented Pacific Foods of Oregon LLC in its $700 million acquisition by Campbell Investment Company. Pacific Foods is an iconic, nationally distributed organic food brand founded in 1987. The acquisition was Oregon's largest M&A transaction in 2017.

Randolph Construction Services, Inc.

Sale of a woman-owned design-build general contractor Randolph Construction Services, Inc. to LVI Services Inc., the nation's leading provider of facilities and remediation services.

Rejuvenation, Inc.

Sale of Portland-based Rejuvenation, Inc. to one of the leading home furnishings companies in the nation.

The Greenbrier Companies, Inc. (NYSE: GBX)

Representation of The Greenbrier Companies, Inc. (NYSE: GBX) as Oregon counsel in:

  • Its offering of $230 million of 3.5% Convertible Senior Notes due 2018
  • Its offering of 3,000,000 shares of common stock
  • Its entry into a five-year $245 million revolving line of credit with Bank of America which replaced its existing $100 million credit facility
  • Its negotiation of an agreement with General Electric Railcar Services Corporation ("GER"), a subsidiary of GE Capital, GE's financial services business, to modify GER's new railcar manufacturing contract with Greenbrier
  • Its negotiation of a $75 million strategic investment from WL Ross & Co. LLC
  • Its acquisition of Meridian Rail Holdings Corp. for $230 million in cash

The Joinery

Represented The Joinery in its 2013 sale to Jon Blumenauer.

Vestas

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.

Rejuvenation

Represented Rejuvenation, Inc. in the sale to a national leading home furnishings company.

Meridian Rail Holdings Corporation Stock Acquisitions

Represented The Greenbrier Companies, Inc. in connection with acquisitions of stock of Meridian Rail Holdings Corporation for approximately $230 million.

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.

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.

Acquisitions of Operating Assets

Represented The Greenbrier Companies, Inc. in connection with acquisitions of operating assets of Rail Car America, Inc. (RCA), its American Hydraulics division, and its wholly-owned subsidiary, Brandon Corp., for $34 million.

Acquisition of Trailer Manufacturer

Represented Endeavour Capital in acquisitions of a trailer Manufacturer.

Acquisition of Market Industries, Inc.

Represented Endeavour Capital in acquisitions of Market Industries, Inc.

Acquisition of Merchandising Company

Represented Endeavour Capital in acquisitions of a merchandising company.

Acquisition of Assets of American Allied

Represented The Greenbrier Companies, Inc. in connection with acquisitions of assets of American Allied and related entities for $83 million.

Tonkon Torp Team Delivers Fast, Efficient Counsel in Rejuvenation Sale

The successful sale of Portland-based Rejuvenation to a major, national home furnishings company was facilitated by an interdisciplinary team of Tonkon Torp business lawyers.

Greenbrier MA: Mexican Wheeling and Dealing

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.

Diverse Team Aids Greenbrier in Joint Venture

Tonkon Torp acted as Oregon corporate counsel for its long-term client The Greenbrier Companies, Inc. in finalizing a 50/50 joint venture with Watco Companies, L.L.C. The venture combines the two companies’ railcar repair, refurbishment and maintenance businesses into a new organization, GBW Railcar Services, LLC.

Tonkon Torp Helps CLIMAX Strengthen Worldwide Market Position

Tonkon Torp represented Newberg, Oregon-based CLIMAX Portable Machining and Welding Systems, in its acquisition in 2013 of Houston-based Calder Testers. Founded in 1966, CLIMAX is the world’s largest supplier of portable machine tools for the power generation, shipbuilding, heavy construction and mining, petrochemical and engineering industries.

Tonkon Torp Helps Albina Head Start Stabilize Finances for Enhanced Programming

Albina Head Start, Inc. (AHS), which serves more than 1,000 low-income children and their families in North, Northeast and Southeast Portland, faces the future in a stronger financial position thanks to a significant pro bono effort by Tonkon Torp. Find details and more featured cases here.

Tonkon Torp Represents Vestas in Acquisition of UpWind Solutions

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 Facilitates Greenbrier Subsidiary Divestiture

Earlier this year, Tonkon Torp represented Meridian Rail Acquisitions Corp., a subsidiary of the firm’s long-standing client The Greenbrier Companies, in the sale of substantially all of the equipment utilized in Greenbrier’s reconditioned wheelset roller bearing operations in Elizabethtown, Kentucky. The purchaser was The Timken Companies, a global manufacturer of mechanical components and high-performance steel, including bearings.

Tonkon Torp Brings Attorney Power to Renewable Energy Transaction

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.

The Ramos Project

In April 2020, the U.S. Supreme Court struck down non-unanimous jury convictions in criminal cases in Ramos v. Louisiana. A shameful carryover from the Jim Crow era, Louisiana and Oregon were the last two states that allowed non-unanimous criminal convictions when as many as two jurors believed a defendant was innocent. Overnight, more than 260 cases in Oregon became eligible to seek post-conviction relief for unconstitutional non-unanimous convictions. Housed in the Criminal Justice Reform Clinic (CJRC) at Lewis & Clark Law School, the Ramos Project is a statewide pro-bono initiative providing legal assistance to those seeking redress.

Tonkon Torp Guides Pacific Foods through Oregon’s Largest Acquisition of 2017

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

Sexual Assault Resource Center
Chair, Board of Directors
Member, Governance and Finance Committees

Fellows of the American Bar Foundation
Member

Women Presidents’ Organization, Inc.
Member

Oregon State Bar
Securities Regulation Section Executive Committee
Past Chair

Women’s Investment Network
2008, Program Chair
2007-2009, Member

Oregon Entrepreneurs Network
2005-2007, Secretary and Board Member


Professional Memberships

American Bar Association
Multnomah Bar Association
Oregon Women Lawyers
Society of Corporate Secretaries & Governance Professionals

The Best Lawyers in America

2011-2022, Corporate Compliance Law
2011-2022, Corporate Governance Law
2014-2022, Securities/Capital Markets Law
2021-2022, Corporate Law
2014, 2020, Lawyer of the Year – Corporate Governance Law, Portland
2013, 2017, Lawyer of the Year – Corporate Compliance Law, Portland

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Chambers USA: America's Leading Lawyers

2006-2021, Corporate/M&A

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Super Lawyers

2019-2021, Oregon Super Lawyer – Business/Corporate
2008-2009, Oregon Rising Star – Business/Corporate

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Client Choice Awards, USA & Canada

2014, Mergers & Acquisitions

Portland Business Journal

2006, Forty Under 40

Fellows of the American Bar Foundation

2020-Present, Member

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Tonkon HUB Flips the Script on Helping Underrepresented Business Owners

Tonkon HUB was born out of several conversations around diversity and inclusion, the desire to support a robust and diverse business community, and the search for specific, concrete ways Tonkon Torp could help business owners from marginalized and underrepresented communities.

Best Lawyers in America® Includes 53 Tonkon Torp Attorneys on 2022 List

Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022

26 Tonkon Torp Attorneys Honored on 2021 Super Lawyers Lists

Twenty-six Tonkon Torp attorneys in nine practice areas have been included in the 2021 Oregon Super Lawyers or Rising Stars lists.

Chambers USA 2021 Ranks 23 Tonkon Torp Attorneys

Chambers USA has recognized 23 Tonkon Torp attorneys in seven practice areas in its Chambers USA 2021 guide.

To Sell or Not To Sell: M&A Prospects in Late 2020 and Beyond

Partners from Tonkon Torp’s Business and Bankruptcy Departments hosted a webinar on October 15 to look at M&A prospects and strategies for late 2020 and beyond. The panel was moderated by Sherrill Corbett and featured Claire Brown, Tim Conway, and Drea Schmidt.

All News Items

5 Ways To Gain High Ground While Selling a Cannabis Company

Notwithstanding federal law, a sign of the maturing cannabis and CBD markets is the sharp rise in M&A activity to build scale and market share. Marijuana Business Daily notes that as of August 2019, 233 M&A transactions were completed in the U.S. compared to 185 at the same point in 2018.

SEC Proposes CEO Pay Ratio Disclosure Rules

On September 18, 2013, the Securities and Exchange Commission approved proposed rules requiring the disclosure by public companies of the median annual total compensation of all employees of the company, the annual total compensation of the Chief Executive Officer, and the ratio between the two. Companies would need to disclose this pay ratio in proxy statements, information statements, registration statements and annual reports. The proposed rules are an effort to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Publications & Presentations

Moderator, “To Sell or Not to Sell: M&A Prospects in Late 2020 and Beyond,“ October 2020

Moderator, “Preparing to Thrive in the Recovery: Cash Flow, PPP Loans, and Alternative Capital,” April 2020

Moderator, “FAQs for Employers in the COVID-19 Reality,” April 2020

Podcast, “How to Transition Your Cannabis Business,” Portland Business Journal, April 2020

Panelist, “Tools to Survive the COVID-19 Economy: CARES Act SBA Loans, Employment Laws, and Corporate Issues,“ April 2020

Panelist, “M&A in the Cannabis Industry,” Oregon Cannabis Association, January 2020

“5 Ways to Gain High Ground While Selling a Cannabis Company,” Portland Business Journal, September 2019

Panelist, “The Role of In-House Counsel in M&A Transactions,” Oregon Association of Corporate Counsel, May 2019

Moderator, “Thrive – A Seminar for Women Business Leaders,” November 2018

Moderator, Business Transitions Seminar, KeyBank Club, May 2018

Panelist, “She Persisted – Stories from Business Women Who Have Persevered and Triumphed,” November 2017

Panelist, “Turning Points – Stories of Transition – A Seminar for Women Business Leaders,” KeyBank Club, October 2016

“Been There! Done That! A Seminar for Women Business Leaders,” KeyBank Club, October 2015

“Is Big Data Giving you a Big Headache?,” Oregon State Bar Corporate Counsel Section, Oregon State Bar Center, October 2014

“Data Security and Breach Response 101: A Primer for Corporate Counsel,” Association of  Corporate Counsel, Nike Campus, June 2014

“Getting Your Ducks in a Row,” KeyBank, February 2014

“The Business Sale Process,” KeyBank, January 2014

“Before Selling a Business, Consider a Buyer’s Perspective,” Daily Journal of Commerce, October 2013

“Purchase and Sale of a Business or Its Assets,” Multnomah Bar Association Business Law Seminar Series, May 2013

“Operating, Financing and Selling a Business in the Digital Age,” Oregon Law Institute, Lewis & Clark Law School, February 2007

Co-Author, “State Securities Law Issues Regarding Mutual Insurance Companies and Mutual Holding Companies,” FORC Quarterly Journal of Insurance Law and Regulation, Vol. XV, Edition II