Corporate & Business Owner Disputes

We represent companies and their owners in disputes over the control and management of their businesses.

We understand and manage disagreements between co-owners, and between current and former owners, involving their obligations to one another. Such disputes are often emotionally charged “bet-the-company” cases. Our lawyers have the toughness, judgement, resources, and experience to win these complicated and deeply personal cases.

Our trial lawyers are supported by business lawyers, who bring deep expertise in corporate governance and business entity law. By assembling strong case teams, we efficiently and effectively address ownership disputes.

Examples of business disputes managed by our trial teams include:

  • Breach of fiduciary duties
  • Shareholder oppression
  • Business dissolution
  • Executive compensation and earn outs
  • Indemnities
  • Representations and warranties

Investigations & Litigation

We assist with internal and external business investigations, and organize and advise special committees. We prepare confidential reports and work with experts to investigate and uncover fraud. We defend clients in administrative and court proceedings brought by the SEC and the Department of Justice.

Our investigation and litigation experience includes:

  • Internal investigations
  • Special committee reports
  • SEC, DOJ, and legislative investigations
  • Shareholder disputes
  • Criminal and civil white collar defense

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Services + Industries

Services + Industries

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Partner
Adam
Adkin
503.802.2187
adam.adkin@tonkon.com
Business Paralegal
Brenda
Alvey
503.802.2156
brenda.alvey@tonkon.com
Partner
Rachel
Atchison
503.802.5732
rachel.atchison@tonkon.com
Associate
Carlie
Bacon
503.802.2190
carlie.bacon@tonkon.com
Associate
Yalda
Bahramian
503.802.5755
yalda.bahramian@tonkon.com
Associate
Paul
Balmer
503.802.5745
paul.balmer@tonkon.com
Business Paralegal
Karen
Bartley
503.802.2140
karen.bartley@tonkon.com
Partner
Eric
Beach
503.802.2182
eric.beach@tonkon.com
Associate
Lauren
Bernton
503.802.2144
lauren.bernton@tonkon.com
Partner
Owen
Blank
503.802.2011
owen.blank@tonkon.com
3499, 3523
Partner
Ryan
Bledsoe
503.802.2120
ryan.bledsoe@tonkon.com
Partner
Jeff
Bradford
503.802.5724
jeff.bradford@tonkon.com
3505
Partner
Kristin
Bremer Moore
503.802.2154
kristin.bremer@tonkon.com
3561
Partner
Claire
Brown
503.802.5731
claire.brown@tonkon.com
Partner
Bob
Carey
503.802.2032
bob.carey@tonkon.com
Estate Planning Paralegal
AnDee
Compton
503.802.2183
andee.compton@tonkon.com
3423, 3537, 3572
Partner
Paul
Conable
503.802.2188
paul.conable@tonkon.com
Associate
Sadie
Concepción
503.802.5773
sadie.concepcion@tonkon.com
3493
Partner
Timothy
Conway
503.802.2027
tim.conway@tonkon.com
3491, 3559
Partner
Sherrill
Corbett
503.802.2049
sherrill.corbett@tonkon.com
Associate
Timothy
Costello
503.802.2193
timothy.costello@tonkon.com
Partner
Clay
Creps
503.802.2059
clay.creps@tonkon.com
3501, 3569, 3495, 3574
Partner
Jeffrey
Cronn
503.802.2048
jeff.cronn@tonkon.com
Partner
Rocky
Dallum
503.802.2175
rocky.dallum@tonkon.com
Associate
Sam
DeBaltzo
503.802.5772
sam.debaltzo@tonkon.com
Partner
Justin
Denton
503.802.2117
justin.denton@tonkon.com
Immigration Paralegal
Mary
Dynowski
503.802.5701
mary.dynowski@tonkon.com
Estate Planning Paralegal
Solongo
Enkhsaikhan
503.802.5730
solongo.enkhsaikhan@tonkon.com
Immigration Paralegal
Kristen
Erán
503.802.2108
kristen.eran@tonkon.com
3531
Partner
Christopher
Erickson
503.802.2177
chris.erickson@tonkon.com
Bankruptcy Paralegal
Spencer
Fisher
503.802.2167
spencer.fisher@tonkon.com
Partner
Michael
Fletcher
503.802.2169
michael.fletcher@tonkon.com
Partner
David
Forman
503.802.2023
david.forman@tonkon.com
Intellectual Property Paralegal
Lisa
Gabel
503.802.2173
lisa.gabel@tonkon.com
3543
Associate
Will
Gent
503.802.5767
will.gent@tonkon.com
Associate
Lee
Gilgan
503.802.2166
lee.gilgan@tonkon.com
Litigation Paralegal
Elizabeth
Goodman
503.802.2103
elizabeth.goodman@tonkon.com
Associate
Stephanie
Grant
503.802.5736
stephanie.grant@tonkon.com
Of Counsel
Kyle
Grant
503.802.2092
kyle.grant@tonkon.com
Partner
Ronald
Greenman
503.802.2006
ron.greenman@tonkon.com
Immigration Paralegal
Gayle
Griffin
503.802.2099
gayle.griffin@tonkon.com
3567
Partner
Gwendolyn
Griffith
503.802.2102
gwen.griffith@tonkon.com
3572, 3529
Partner
Drew
Hagedorn
503.802.5757
drew.hagedorn@tonkon.com
Associate
Olivia
Hariharan Godt
503.802.2158
olivia.godt@tonkon.com
Associate
Mick
Harris
503.802.5765
mick.harris@tonkon.com
3535
Partner
Caroline
Harris Crowne
503.802.2056
caroline.harris.crowne@tonkon.com
Immigration Paralegal
Adriana
Hassett
503.802.2157
adriana.hassett@tonkon.com
Partner
James
Hein
503.802.2129
james.hein@tonkon.com
3447
Partner
Ted
Herzog
503.802.2033
ted.herzog@tonkon.com
Partner
Karen
Hobson
503.802.2136
karen.hobson@tonkon.com
Business Paralegal
Samantha
Holly
503.802.2118
sam.holly@tonkon.com
Of Counsel
Jarell
Hunt
503.802.5776
jarell.hunt@tonkon.com
Associate
Josie
Jeremiah
503.802.2146
josie.jeremiah@tonkon.com
Associate
Jordan
Jeter
503.802.2076
jordan.jeter@tonkon.com
Partner
Jeffrey
Keeney
503.802.2025
jeff.keeney@tonkon.com
3493
Partner
Albert
Kennedy
503.802.2013
al.kennedy@tonkon.com
Associate
Samantha
Klausen
503.802.2124
samantha.klausen@tonkon.com
Partner
Blerina
Kotori
503.802.2055
blerina.kotori@tonkon.com
Associate
Antonija
Krizanac
503.802.2038
antonija.krizanac@tonkon.com
Partner
Melina
LaMorticella
503.802.2122
melina.lamorticella@tonkon.com
Partner
Mark
LeRoux
503.802.2022
mark.leroux@tonkon.com
Business & Real Estate Paralegal
Laura
Lindberg
503.802.2128
laura.lindberg@tonkon.com
Of Counsel
Maureen
McGee
503.802.5726
maureen.mcgee@tonkon.com
Associate
Harlan
Mechling
503.802.5733
harlan.mechling@tonkon.com
3503
Partner
Parna
Mehrbani
503.802.2170
parna.mehrbani@tonkon.com
3497
Partner
Brenda
Meltebeke
503.802.2088
brenda.meltebeke@tonkon.com
3569
Partner
Michael
Millender
503.802.2164
michael.millender@tonkon.com
Partner
Max
Miller Jr.
503.802.2030
max.miller@tonkon.com
Partner
Christopher
Morehead
503.802.2035
christopher.morehead@tonkon.com
3525, 3414
Partner
Jessica
Morgan
503.802.2165
jessica.morgan@tonkon.com
Partner
Haley
Morrison
503.802.2121
haley.morrison@tonkon.com
Associate
Gracey
Nagle
503.802.5753
gracey.nagle@tonkon.com
Litigation Paralegal
David
Namdar
503.802.2095
david.namdar@tonkon.com
3519
Senior Counsel
Janet
Neuman
503.802.5722
janet.neuman@tonkon.com
Associate
Danny
Newman
503.802.2089
danny.newman@tonkon.com
3511
Senior Counsel
Darcy
Norville
503.802.2036
darcy.norville@tonkon.com
Attorney
Steven
Olson
503.802.2159
steven.olson@tonkon.com
Partner
Turid
Owren
503.802.2045
turid.owren@tonkon.com
3525, 3414
Partner
Christopher
Pallanch
503.802.2104
christopher.pallanch@tonkon.com
Partner
Thomas
Palmer
503.802.2018
tom.palmer@tonkon.com
Intellectual Property Paralegal
Renee
Peck
503.802.2197
renee.peck@tonkon.com
3509
Partner
Alan
Perkins
503.802.2127
alan.perkins@tonkon.com
3563, 3513
Partner
David
Petersen
503.802.2054
david.petersen@tonkon.com
Of Counsel
Sasha
Petrova
503.802.2130
sasha.petrova@tonkon.com
Case Manager Paralegal
Ellen
Previdelli
503.802.2171
ellen.previdelli@tonkon.com
Business Paralegal
Laney
Quigley
503.802.2017
laney.quigley@tonkon.com
Associate
Megan
Reuther
503.802.2174
megan.reuther@tonkon.com
Case Manager Paralegal
Erika
Robles Jones
503.802.2097
erika.robles.jones@tonkon.com
3521
Partner
John
Rosenfeld
503.802.2010
john.rosenfeld@tonkon.com
Associate
Kate
Roth
503.802.2189
kate.roth@tonkon.com
Associate
Allison
Rothgeb
503.802.2065
allison.rothgeb@tonkon.com
3462
Of Counsel
Ferdinand
Ruplin
503.802.2029
ferdie.ruplin@tonkon.com
Managing Partner
Kurt
Ruttum
503.802.2043
kurt.ruttum@tonkon.com
Partner
Melany
Savitt
503.802.2179
melany.savitt@tonkon.com
Partner
Drea
Schmidt
503.802.5703
drea.schmidt@tonkon.com
Partner
Ava
Schoen
503.802.2143
ava.schoen@tonkon.com
3515
Partner
Jeanette
Schuster
503.802.2114
jeanette.schuster@tonkon.com
Of Counsel
Leon
Simson
503.802.2067
leon.simson@tonkon.com
3423, 3553
Partner
Dan
Skerritt
503.802.2024
dan.skerritt@tonkon.com
Partner
Josh
Smith
503.802.2191
josh.smith@tonkon.com

Tonkon Torp Celebrates Final Victory for Former Bank of Oswego CEO

The U.S. District Court for the District of Oregon recently dismissed the last criminal charges lingering against Dan Heine, former Bank of Oswego CEO. In 2015, Mr. Heine and Diana Yates, the Bank’s former CFO, were indicted for conspiracy to commit bank fraud and making false bank entries during the time they served as officers for the Bank. They both denied any wrongdoing.

Tonkon Torp Completes Successful Arbitration for Owners of Closely Held Business

In December 2015, Tonkon Torp closed a swift and successful arbitration to enforce payment owed to its clients, family members who founded and grew a successful business in the Northwest. In 2012, the clients had worked with Tonkon Torp to sell the company to a large, billion-dollar national entity.

Representative Matters

ENRON

Tonkon Torp was lead counsel for a former executive officer and board member of Enron in dozens of federal and state court lawsuits in more than 20 states. We represented our client in civil lawsuit proceedings involving the Department of Labor and SEC, and a myriad of other proceeds obtaining favorable settlements to resolve all the proceedings before trial.

Claims from Sale of Business

Prepared arbitration claim and strategy on behalf of clients who sold second-generation family business. Clients did not receive the payments they were entitled to under the sale agreement because the buyer disputed the accuracy of the company's financial statements and asserted rights to offset for indemnity claims. Assisted clients in negotiating a favorable payment structure, which resolved the accounting and indemnity disputes.

Cano v. Schreiner

(Clark County, WA Superior Court) – Obtained a favorable jury verdict for a retiring shareholder who challenged the appraisal value of his shares in several closely-held corporations.

Praegitzer v. Andersen

(Multnomah County Circuit Court/Oregon Court of Appeals) – Defended successfully, at trial and on appeal, claims by one 50-percent shareholder against the other 50-percent shareholder for unjust enrichment, fraudulent conveyance, and breach of fiduciary duty.

A Business Divorce

Our client and her husband of thirty years built an education and marketing business that grew to have more than a hundred employees. When they divorced, they entered in a business agreement that allowed him to retain control of the business, while she would be paid a share of the profits. Over the next few years, the payments steadily decreased and the ex-husband stopped providing information to our client about company finances. Then he abruptly closed the business and moved to another state. We brought a claim on our client's behalf in arbitration and prevailed in obtaining a multi-million dollar award for unpaid profit distributions.

Break-Up of A Surgical Practice

Our clients were two of four shareholders in a nationally recogized surgical group. The other two shareholders, who served as the President and Vice President of the corporation, developed plans in secret to open a competing practice. They enlisted the support of the hospital where they primarily practices and the medical group that provided most of their profitable referrals. We brought claims on behalf of our clients for breach of fiduciary duty. In a two-week jury trial, we proved that the defendants violated their duties to the corporation and to our clients, and we obtained a substantial verdict for our clients.

Company Founder Strikes Out on His Own

Our client founded a successful construction business and then brought his two brothers in as owners and employees and also gave jobs to their wives. After a few years, the working relationships broke down, and our client decided to go into business on his own again. He quit, left the company he had founded to his brothers, and started building a new business from scratch again. One year later, as his new business was succeeding and his brothers' business was faltering, they sued him for breach of an implied covenant not to compete. We vigorously defended the claim and obtained a resolution several months before trial, allowing our client to focus on growing his business.

Ousted Son-in-Law

Our client started up a commercial repair service company with his father-in-law. They agreed to take equal shares of the profits and equal salaries, but when the father-in-law prepared the incorporation documents, he made himself the 51% owner of the company, with the power to make all decisions unilaterally. After several years, with the business well established, our client suffered health problems and separated from his wife. The father-in-law fired him, raised his own salary, and created a new corporation into which he diverted all new business. We brought claims for minority shareholder oppression and employment discrimination and obtained a favorable settlement for our client.

Third-Generation Family Business

Our client took on the leadership of a small local food processing company that was founded by his grandfather and grew it into a major national competitor. When he took on the leadership of the company, his parents arranged a transfer of 100% of the stock to him, providing other benefits to his two siblings and putting in place a consulting agreement and real estate leases to provide continuing income for themselves. As the business grew and succeeded under our client's leadership far beyond anyone's expectations, he faced repeatedly claims from his family members that they should be paid more under their various agreements. We successfully resolved a claim involving the consulting agreement and we defeated a claim that our client, the tenant in a real estate lease, should pay to repair old structural defects in the building.

Representation of Second-Generation Business Owner

Defended and successfully resolved claims for breach of agreements that were made in connection with the transition of a family business from one generation to the next.

Starr-Wood v. Swanson et al.

Obtained Plaintiff's verdict in jury trial on breach of fiduciary duty claim on behalf of minority shareholders.

Amen v. Roberts

Obtained $5.1 million arbitration award against client's ex-husband for breach of an agreement to share profits in a business they formed together.

William Davis et al. v. Cascade Tanks LLC et al.

Successfully abated breach of contract and business tort claims against client, enforcing foreign arbitration agreement.

Shareholder Oppression Claims

Brought claims for minority shareholder oppression and employment discrimination. After obtaining partial summary judgment, we obtained a favorable settlement for our client.

Eischen v. AVIVA et. al.

Defended a class action shareholder claim through to completed trial, challenging AVIVA- Reebok merger.

Confidential

(Multnomah County Circuit Court) – Successfully assert claims for breach of judicial dissolution, breach of fiduciary duty and breach of shareholder agreement seeking damages of $6.0 million.  

Breach of Fiduciary Duty Claims

Successfully defended and resolved claims of breach of ficuciary duty against founder of family business.

Tinn v. EMM Labs, Inc.

Won a multi-million dollar federal court jury trial on behalf of our client EMM Labs, a Canadian manufacturer of high-end audio equipment. Defeated the plaintiff's claims under a distribution agreement and prevailed on our client's counterclaim.

McLean v. Saltchuk, King County Superior Court

Represents three brothers who sold their family trucking business in several proceedings in both court and arbitration. The claims involve indemnity and other issues under a Stock Purchase Agreement, real estate matters, professional malpractice and taxation.

Arbitration of Claims from Sale of Business

Completed a successful arbitration to enforce payment owed to clients, family members who founded and grew a successful Northwest business and then sold the business to a large national corporation. Defeated all of the buyer's justifications for not paying, which included counterclaims involving indemnities and accounting issues. Clients received a multi-million dollar award.

Thomas Whiteman, et al. v. David Evans & Associates, Inc.

(Clackamas County Circuit Court) – Successfully defend breach of contract claims and assert breach of fiduciary duty claims against past officers and shareholders.

Confidential

Successfully defend contract rescission claims and successfully assert breach of fiduciary duty claims seeking damages of $3 million.

Confidential

(United States District Court, District of Oregon) – Prevailed on summary judgment against dissenters' rights and breach of fiduciary duty claims seeking nearly $3,000,000. 

Symbol Technologies v. Continuum Technology

(USDC, E. NY) – Successfully assert claims for breach of contract and preliminary and permanent injunction arising from unauthorized use of bar code technologies.

Pixelvision v. Voxtel

(Multnomah County Circuit Court) – Successfully assert claims of breaches of contract and fiduciary duties seeking damages of nearly $4 million arising from failure to deliver securities.  

Columbia Management Co. v. Wyss

(765 P2d 207, 94 Or App 195, 1988) – Obtained a multimillion-dollar recovery in this dissenting shareholder case. This is the seminal case in Oregon on dissenter's rights.

Henderson v. Lee

Obtained a $3 million jury verdict in case involving fraud in the sale of a business.

Kahn, et al. v. Robert A. Sprouse, II, et al.

(?842 F Supp, 423 D. Or. 1993) – Successfully obtained summary judgment on behalf of directors in the face of allegations of misdeeds by minority shareholders. This is the seminal case in our district upholding the validity of investigations by independent committees of boards of directors.

Lewis v. Chiles, et al.

(719F2d 1044, 9th Cir 1983) – On behalf of Fred G. Meyer's Estate, defeated a challenge to the acquisition of Fred Meyer by KKR.

Medford Corporation v. Simmons

(D. Or. May 9, 1985) – Defended Medford Corp. from a hostile tender offer by Harold Simmons and his group.

Melridge, Inc. v. Heublein, et al.

Case started as an internal investigation by the Board of Directors concerning alleged wrongdoing by insiders. Ended with a Chapter 11 proceeding, injunctive relief and a $150 million judgment against the principal wrongdoer.

Wayne C. Van Zwoll v. William Swindells, et al. and Willamette Industries, Inc., et al.

(219 Or App 16 (2008)) – Defended the non-Weyerhaeuser appointed board members in an action related to Weyerhaeuser's hostile tender offer for Willamette Industries.

Services + Industries

Services + Industries

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We encourage you to contact us if you have further questions about our firm or our experience. For your protection, we cannot represent you until we know that doing so will not create a conflict of interest. Accordingly, please do not send us any confidential or secret information about any matter that may involve you until you receive a written statement from us that we represent you (an engagement letter).

If after browsing this web site you are unsure which lawyer you should contact, please call us at 503.221.1440.