Services & Industries
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 & Court Admissions
Oregon State Bar
State Bar of California
Sherrill is immediate past Co-Chair of Tonkon Torp’s Business Transitions Practice Group. 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 recently concluded her tenure as a member of Tonkon Torp’s Managing Board.
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.
Climax Portable Machining & Welding Systems
Represented Climax Portable Machining & Welding Systems in its acquisition of Calder Testers, Inc.
Sale of Delphina's Bakery
Represented Delphina’s Bakery, a locally owned, woman-owned bakery since 1983, in its sale to a strategic buyer.
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.
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
Represented Rejuvenation, Inc. in the sale to a national leading home furnishings company.
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 acquisitions 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 represented client Gagen MacDonald, a human-focused transformation consulting firm, in its acquisition by APCO Worldwide, a global advisory and advocacy consultancy. The two industry leaders provide complementing C-suite consulting services that focus on human-centered transformation within organizations.
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 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.
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 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 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.
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 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.
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.
Community Involvement & Activities
Sexual Assault Resource Center
Member and Immediate Past Chair, Board of Directors
Member, Governance Committee
Fellows of the American Bar Foundation
Women Presidents’ Organization, Inc.
Oregon State Bar
Securities Regulation Section Executive Committee
Women’s Investment Network
2008, Program Chair
Oregon Entrepreneurs Network
2005-2007, Secretary and Board Member
American Bar Association
Multnomah Bar Association
Oregon Women Lawyers
The Best Lawyers in America
2011-2024, Corporate Compliance Law
2011-2024, Corporate Governance Law
2014-2024, Securities/Capital Markets Law
2021-2024, Corporate Law
2014, 2020, 2024, Lawyer of the Year – Corporate Governance Law, Portland
2013, 2017, Lawyer of the Year – Corporate Compliance Law, Portland
2019-2023, Oregon Super Lawyer – Business/Corporate
2008-2009, Oregon Rising Star – Business/Corporate
Client Choice Awards, USA & Canada
2014, Mergers & Acquisitions
Portland Business Journal
2006, Forty Under 40
Fellows of the American Bar Foundation
Forty-nine Tonkon Torp lawyers representing 36 practice areas have been selected for inclusion in The Best Lawyers in America® 2024. All of the attorneys have been previously named to the peer-review list, and most have been listed for more than 10 years.
Two Tonkon Torp partners have been named 2024 Portland Lawyer of the Year in their respective specialties by The Best Lawyers in America peer-review survey. Only one lawyer per specialty in a community is honored as Lawyer of the Year. Sherrill Corbett was honored as Portland Lawyer of the Year for her work in Corporate Governance Law while Thomas Palmer was honored for his work in Securities Regulation.
Thirty-nine Tonkon Torp attorneys in 12 practice areas have been included in the 2023 Oregon Super Lawyers or Rising Stars lists.
Tonkon Torp partner Sherrill Corbett has joined the Partners in Diversity (PID) Leadership Council. PID is an affiliate of the Portland Business Alliance Charitable Institute and is dedicated to creating a competitive advantage in Oregon and Southwest Washington by attracting and retaining diverse talent.
Chambers USA has recognized 26 Tonkon Torp attorneys in eight practice areas in its Chambers USA 2023 Guide.
By Sherrill Corbett and Adam Adkin – Several situations can prompt the sale of a Company. The owners may need to fund their retirement or succession from sale proceeds. A tempting, unsolicited offer may materialize. Or the owners may simply be ready to sell the business: to facilitate the company’s progression to the next growth stage, because the market timing seems right, or because the owners are ready to move on to something more attractive.
By Josie Jeremiah, Kate Roth, Sherrill Corbett, and Jessica Morgan – The Treasury Department’s Financial Crimes Enforcement Network (FinCEN) recently published the “Final Rule” (effective Jan. 1, 2024) under the Corporate Transparency Act (CTA), part of the government’s efforts to curb money laundering and increase financial transparency.
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.
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
“Is Your Business Ready for the Corporate Transparency Act?” Tonkon Torp Legal Update, Jan. 2023
“Is Your Company Ready for the Corporate Transparency Act?” Portland Business Journal, Nov. 2021
Moderator, “To Sell or Not to Sell: M&A Prospects in Late 2020 and Beyond,” Oct. 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, Jan. 2020
“5 Ways to Gain High Ground While Selling a Cannabis Company,” Portland Business Journal, Sept. 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,” Nov. 2018
Moderator, Business Transitions Seminar, KeyBank Club, May 2018
Panelist, “She Persisted – Stories from Businesswomen Who Have Persevered and Triumphed,” Nov. 2017
Panelist, “Turning Points – Stories of Transition – A Seminar for Women Business Leaders,” KeyBank Club, Oct. 2016
“Been There! Done That! A Seminar for Women Business Leaders,” KeyBank Club, Oct. 2015
“Is Big Data Giving you a Big Headache?” Oregon State Bar Corporate Counsel Section, Oregon State Bar Center, Oct. 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, Feb. 2014
“The Business Sale Process,” KeyBank, Jan. 2014
“Before Selling a Business, Consider a Buyer’s Perspective,” Daily Journal of Commerce, Oct. 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, Feb. 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