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Thomas  Palmer

Thomas Palmer

PARTNER

503.802.2018
tom.palmer@tonkon.com
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Overview

Tom specializes in securities and corporate transactions, including mergers and acquisitions, public offerings, and private placements. General corporate counseling — including representation of special committees of directors, corporate governance issues, and SEC reporting and disclosure matters — is an important part of his practice. Tom was the Chair of Tonkon Torp’s Corporate Finance & Transactions Practice Group from 1994 through 2018.

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Featured Representative Matters

NORPAC Foods, Inc.

Representation of NORPAC Foods, Inc., debtor-in-possession in its chapter 11 bankruptcy case, in a DOJ antitrust review under the Hart-Scott-Rodino Act. The DOJ closed its investigation without taking any action and the sale of NORPAC proceeded without incident.
 

Key Technology, Inc.

Representation of Key Technology, Inc. in its sale for $175 million to Duravant LLC through a tender offer followed by a merger.

Enel Green Power North America, Inc.

Representation of Enel Green Power North America, Inc. in its acquisition of Demand Energy Networks, Inc., an energy systems software provider.

Vestas-American Wind Technology, Inc.

Representation of Vestas-American Wind Technology, Inc. in the acquisition of Upwind Solutions, Inc., an independent service provider for wind turbines in nine U.S. states.

Nike, Inc.

Representation of Nike, Inc. in the sale of Nike Bauer Hockey, Inc. for $200 million

Nike, Inc.

Representation of Nike, Inc. in the sale of Official Starter LLC for $60 million

CytoDyn Inc.

Representation of the placement agent in $14.5 million PIPE transaction by CytoDyn Inc.

Methes Energies International, Ltd.

Representation of the underwriters in the initial public offering by Methes Energies International, Ltd.

TASER International, Inc.

Representation of TASER International, Inc. in its initial public offering
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Featured Work

Tonkon Torp Pilots Smooth Landing in Columbia Helicopters Sale

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 Leads Moda Health Through Corporate Restructure and $155 Million Sale

Tonkon Torp led client Moda Health through its high-profile corporate restructure and $155 million stock sale to Delta Dental of California.

Tonkon Torp Leads Sale of Pendleton Whisky Brands for Hood River Distillers

In early 2018, Tonkon Torp concluded the $205 million sale of the Pendleton Whisky brands by its client Hood River Distillers, Inc. (HRD) to Proximo Spirits, whose international portfolio of spirits includes Jose Cuervo tequila. HRD was Oregon’s first distillery, and one of Tonkon's original clients.

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.

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.

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 and Law Firm Alliance Partner Facilitate Key Technology Merger

Tonkon Torp represented Key Technology in its acquisition of Belgium-based Visys N.V. The deal, valued at approximately $21 million, created a single source of high-performance sorting technologies for food processing and other industrial markets. Find details and more featured cases here.

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Community Involvement & Activities


National Association of Corporate Directors
Board of Directors
Member


The Society of Corporate Secretaries & Governance Professionals
Member

Technology Association of Oregon
Member

Association for Corporate Growth – Portland
Board of Directors, Past Member

Business for Culture & the Arts
Board of Directors, Past Member
Governance Committee, Past Chair

National Multiple Sclerosis Society, Oregon Chapter
Board of Directors, Past Member

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Professional Memberships

American Bar Association
New York City Bar Association
Multnomah Bar Association
 
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Awards & Recognition

The Best Lawyers in America

The Best Lawyers in America

2008-2021, Corporate Governance Law
2008-2021, Corporate Law
2008-2021, Mergers & Acquisitions Law
2008-2021, Securities/Capital Markets Law
2012-2021, Securities Regulation
2015, 2017, 2019, 2021 Lawyer of the Year – Corporate Governance Law, Portland
2020, Lawyer of the Year – Mergers & Acquisitions Law, Portland
2013, 2018, Lawyer of the Year – Securities Regulation, Portland
2016, Lawyer of the Year – Securities/Capital Markets Law, Portland
Chambers USA: America's Leading Lawyers

Chambers USA: America's Leading Lawyers

2005-2020, Corporate/M&A
Super Lawyers

Super Lawyers

2006-2020, Oregon Super Lawyer – Mergers & Acquisitions
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Recent News

8.26.2020

Four Tonkon Torp Attorneys Earn Portland Lawyer of the Year Honor

Four Tonkon Torp partners have been named Portland Lawyer of the Year in their specialties by Best Lawyers in America 2021. In each community, only one lawyer per specialty is honored as Lawyer of the Year by the peer-review survey.
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8.20.2020

Best Lawyers in America® Includes 49 Tonkon Torp Attorneys on 2021 List

Forty-nine Tonkon Torp lawyers representing 36 practice areas have been selected for inclusion in The Best Lawyers in America® 2021. A majority of attorneys have been named to the peer-review list in past years, and most have been recognized for more…
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7.24.2020

Tonkon Torp Attorney Tom Palmer Elected to NACD Board of Directors

Tonkon Torp Partner Tom Palmer has been elected to the Board of Directors for the Northwest Chapter of the National Association of Corporate Directors (NACD). Palmer is a long-standing member of the NACD and is a frequent speaker at the organization…
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7.7.2020

26 Tonkon Torp Attorneys Honored on 2020 Super Lawyers Lists

Twenty-six Tonkon Torp attorneys in nine practice areas have been included in the 2020 Oregon Super Lawyers or Rising Stars lists. Tonkon Torp partner and bankruptcy authority Albert N. Kennedy has been once again recognized on the Top 50 list of…
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4.27.2020

Chambers USA Names 20 Tonkon Torp Attorneys in 2020 Ranking

Chambers USA: America's Leading Lawyers for Business has recognized 20 Tonkon Torp attorneys in seven practice areas in its 2020 USA Guide. Eighteen of the Tonkon Torp attorneys named have been previously ranked by Chambers.
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8.19.2019

Four Tonkon Torp Attorneys Earn Portland Lawyer of the Year Honor

Timothy J. Conway, Sherrill Corbett, Brenda Meltebeke, and Thomas Palmer have been named by Best Lawyers in America 2020 as Portland Lawyer of the Year in their specialties. In each community, only one lawyer per specialty is honored as Lawyer of the…
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8.15.2019

2020 List for Best Lawyers in America® Includes 48 Tonkon Torp Attorneys

Forty-eight Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2020. A majority of attorneys have been named to the list in past years, and most have been recognized for more than five…
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7.16.2019

31 Tonkon Torp Attorneys Honored on 2019 Super Lawyers Lists

Thirty-one Tonkon Torp attorneys in nine practice areas have been included in the 2019 Oregon Super Lawyers or Rising Stars lists.
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6.18.2019

Tom Palmer and Sherrill Corbett Talk M&A for ACC Meeting

Tom Palmer and Sherrill Corbett were featured panel participants at the May 30 meeting of the Association for Corporate Counsel, Oregon Chapter, held at NIKE World Headquarters.
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4.29.2019

Chambers USA Names 23 Tonkon Torp Attorneys in 2019 Ranking

Chambers USA: America's Leading Lawyers for Business has recognized 23 Tonkon Torp attorneys in seven practice areas in its 2019 USA Guide.
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Recent Alerts

2.14.2020

SEC Proposes Limited Expansion of Accredited Investor Definition

In December 2019, the Securities and Exchange Commission proposed amending the definition of “accredited investor” under Regulation D of the Securities Act of 1933. Currently, there are eight different categories by which a natural person is deemed…
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4.25.2019

SEC Adopts Disclosure Modernization Amendments

The US Securities and Exchange Commission recently adopted useful housekeeping rule amendments that reduce outdated, redundant, and unnecessary disclosures.
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12.6.2013

Proposed Regulation Crowdfunding: Who Wants to Be a Crowdfunding Platform? Part II

On October 23, 2013, the SEC proposed rules governing the offer and sale of securities through "crowdfunding." If adopted, these rules would permit companies to raise capital by selling small amounts of equity to large groups of investors via…
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11.25.2013

Proposed Regulation Crowdfunding: Few Surprises and Possibly a Step Forward - Part I

On October 23, 2013, the SEC proposed rules governing the offer and sale of securities through "crowdfunding." If adopted, these rules would allow issuers to raise capital by selling small amounts of equity to a large number of investors via…
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10.16.2013

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…
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9.11.2013

Private Offerings: SEC Proposes Amendments to Form D

This Client Update is the third segment in a three-part series on the new or proposed Securities and Exchange Commission rules governing private placements, mandated under the JOBS Act and the Dodd-Frank Act. This update focuses on the SEC's proposed…
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8.28.2013

Private Offerings: SEC Imposes "Bad Actor" Limitations on Certain Private Placements

This Client Update is the second segment in a three-part series on the new or proposed Securities and Exchange Commission rules governing private placements, mandated under the JOBS Act and the Dodd-Frank Act. This update focuses on the rules…
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8.14.2013

Private Offerings SEC Lifts Ban on General Solicitation and Proposes New Requirements

This Client Update is the first segment in a three-part series on the new or proposed Securities and Exchange Commission rules governing private placements, mandated under the JOBS Act and the Dodd-Frank Act. This update, Part 1, focuses on the new…
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5.31.2012

JOBS Act Amends Exchange Act Registration Thresholds (Part 3 of 3)

This Client Update is the third part of a three-part series on the new Jumpstart Our Business Startups Act of 2012. This update summarizes the amended thresholds for registration under the Securities Exchange Act of 1934 and related changes under the…
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5.9.2012

IPO Streamlining and Reduced Reporting Requirements for Emerging Growth Companies, and Regulation A+ Offerings (Part 2 of 3)

This Client Update is the second segment in a three-part series on the new Jumpstart Our Business Startups Act of 2012. This update focuses on streamlined initial public offering and reporting requirements for a newly created category of "emerging…
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Publications & Presentations


"SEC Proposes Limited Expansion of 'Accredited Investor' Definition, Tonkon Torp Legal Alert, February 2020

Moderator, "The Role of In-House Counsel in M&A Transactions," Oregon Association of Corporate Counsel, May 2019

"SEC Adopts Disclosure Modernization Amendments," Tonkon Torp Legal Alert, April 2019

Moderator, “Expect the Unexpected – How to Communicate Uncertainty While Maintaining Credibility,” Oregon Association of Corporate Counsel, May 2018

Roundtable Chair, "Governance Priorities for Small-Cap Public Company Directors," National Association of Corporate Directors, Northwest Chapter, Nov. 2015

Moderator, "Brand Protection in the Transactional Context," Association of Corporate Counsel, Oregon Chapter, Sept. 2015

"2013 Reforms Regarding Private Offerings," Moss Adams LLP, Nov. 2014

"To Be or Not to Be an Equity Crowdfunding Portal?" Mar. 2016

"Entrepreneurs Forge Ahead with ‘Crowdfunding’ Alternatives," Daily Journal of Commerce, August 2013
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Services

Mergers & Acquisitions Corporate Finance & Transactions Securities & SEC Enforcement Antitrust Advice & Advocacy Business Law Corporate Governance Entrepreneurial Services Financial Services & Investment Management Law
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Education

J.D., Cornell Law School, 1976

B.A., Hamilton College, 1973
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Bar & Court Admissions

Oregon State Bar
New York State Bar
District of Columbia Bar
 
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