Corporate Finance & Transactions
Recognized as a regional leader in corporate finance, Tonkon Torp attorneys combine Wall Street and Silicon Valley business savvy with the personal approach of a mid-sized, Northwest firm. We advise clients on financing solutions that advance a company's core business objectives, while helping that business grow. From the most sophisticated Fortune 500 companies to closely-held family businesses and startups, we advise on the full scope of corporate finance matters.
Our corporate finance and securities team represents issuers, investors and underwriters. We offer business-minded solutions for both privately held and publicly traded companies, and private fund sponsors.
We help privately held companies obtain financing from initial funding through private equity and debt rounds, including:
  • Angel investor financing and venture capital
  • Private placements
  • Syndicated and secured loans
Tonkon Torp attorneys also have extensive experience working with publicly-traded companies, including routinely handling the full spectrum of capital raising activities. We work with publicly-traded companies through:
  • Initial and secondary public equity offerings, including transaction documentation and securities law compliance
  • Rule 144A and Regulation S private placements
  • Debt offerings, including a recent representation of an Oregon public company in a series of transactions resulting in approximately $1 billion of debt financing
Our corporate finance and securities team also works with sponsors in connection with private fund formation. We provide ongoing compliance and transaction counsel for collective investment vehicles such as:
  • Private equity funds
  • Hedge funds
  • Real estate funds
  • Funds of funds
  • Bank common trust funds
  • Bank pooled investment funds


Kurt  Ruttum

Kurt Ruttum

Managing Partner


Brenda  Alvey

Brenda Alvey

Business Paralegal

Laney  Quigley

Laney Quigley

Business Paralegal

Tonkon Helps Tonkin

For decades, Tonkon Torp has been honored and proud to represent the Tonkin family and its businesses. In fact, the relationship dates back to the post-World War II era.

M&A and Bioscience Expertise Combine for Client Acquisition

The acquisition of Tonkon Torp client TomegaVax by San Francisco-based Vir Biotechnology marks a significant boom for Oregon’s growing role in the bioscience industry. Find details and more featured cases here.

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 in the Driver’s Seat for Fast Dealership Purchase Ride

Auto dealership sales are generally straightforward affairs that frequently involve both business and real estate assets. In 2015, Tonkon Torp got involved in a purchase transaction that took a unique turn. Find details and more featured cases here.

Tonkon Torp Stays the Course in the Mississippi Avenue Lofts Project

The process to acquire, complete and sell the Mississippi Avenue Lofts involved a broad range of legal transactions from Tonkon Torp, including a funding round, multi-party loan and purchasing agreements, litigation and a final sale. Find the details and more featured cases here.

Tonkon Torp Completes Complex Asset Sale for Privately Held Business

In late 2014, Tonkon Torp represented a privately held heavy industrial equipment manufacturer in a complex transaction that included selling business assets and real property, and leasing other related business property. The selling company is a long-term client of the firm.

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 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.

Capital Restructuring and Common Stock Offering

Assisted a privately-held electronics manufacturer with capital restructuring, general corporate governance and its offering of 2,000,000 shares of its common stock.

Facilitation of Key Technology Merger

Represented Key Technology in its acquisition of Belgium-based Visys N.V. The deal, valued at approximately $21 million, created a single, complete source of high-performance digital sorting technologies for food processing and other industrial markets. The transaction involved substantial due diligence regarding intellectual property litigation matters and the acquisition of a company partially owned by Belgian regional government entities. 

Financing for Drone Software and Infrastructure Startup Company

Assisted SkyWard IO, a Portland-area startup company developing infrastructure for the emerging commercial drone industry, in its $1.5 million seed round financing led by Voyager Capital, Draper Associates, and Toivo Annus (former head of engineering at Skype).

Formation of Qualified Opportunity Fund

Formed and organized a Qualified Opportunity Fund, Qualified Opportunity Zone Business, and Fund Manager for purposes of investing in real estate located in an opportunity zone in Portland, Oregon.

In re Stayton SW Assisted Living, L.L.C. (the Consolidated Sunwest Related Entities)

(Bankr. D. Or.) - Tonkon represented debtor, Stayton SW Assisted Living, L.L.C., and over 700 substantially consolidated affiliates, in a Chapter 11 proceeding that resulted in a confirmed Plan of Reorganization. The biggest and most complex bankruptcy case ever filed in Oregon, the consolidation, restructuring and $1.2 billion sale involving over 700 of Sunwest entities demanded legal expertise in bankruptcy, securities, tax, real estate, corporate governance, litigation, mergers and acquisitions, regulated industries and commercial transactions. Al Kennedy and Tim Conway worked with a team of Tonkon lawyers and paralegals who developed and executed a complex resolution that restructured obligations owing to over 90 secured lenders, sold 146 seniors housing facilities (including approximately 1,200 tenant-in-common interests held by investors), and resulted in distributions to creditors and investors exceeding 100% of their claims.

Investments in Alternative Investment Funds

Represented nonprofit foundations and nonprofit institutions with respect to investments in alternative investment funds (hedge funds, private equity funds, and similar investment vehicles) with investments ranging from $500,000 to $100,000,000.

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.

Sale of Cadet Manufacturing Company

Tonkon Torp negotiated and finalized the sale of Vancouver-based Cadet Manufacturing to an Irish company called Glen Dimplex, the world's largest electric heat manufacturer.

Sale of Portland Bottling Company

Tonkon Torp negotiated the sale of 92-year old Portland Bottling Company. The buyer is an entity formed by Ed Maletis, former founder of beer and spirits giant Columbia Distributing.

SBA Issues New Guidance Regarding Changes of Ownership for PPP Borrowers

On October 2, 2020, the Small Business Administration (“SBA”) published new guidance outlining the procedures that PPP borrowers and lenders must follow in the event that a PPP borrower undergoes a “change of ownership.”
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SEC Expands Definition of Accredited Investor

In an effort to expand investment opportunities in private companies, on August 26, 2020, the Securities and Exchange Commission adopted on August 26, 2020, amendments to the definition of an “accredited investor.” The amendments expand the…
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PPP Loan Updates: EZ Forgiveness Application, Updated Guidance, and More

On June 17, 2020, the U.S. Small Business Administration (“SBA”) published an abbreviated “EZ” forgiveness application and accompanying instructions (“EZ Forgiveness Application”) for certain eligible borrowers under the Paycheck Protection Program…
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PPP Update: Passage of Paycheck Protection Program Flexibility Act

On Wednesday, June 3, the Senate passed the Paycheck Protection Program Flexibility Act (“Flexibility Act”), a bill that loosens the restrictions for obtaining loan forgiveness under the Paycheck Protection Program (“PPP”). The bill passed by…
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Market Conditions in Oregon and Washington Evidencing Uncertainty for PPP Loan Certification

In its continuously updated FAQ Guidance, the Small Business Administration (“SBA”) has advised that it will review the individual loan files for businesses that have received a Paycheck Protection Program (“PPP”) loan of more than $2 million (see…
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SBA Allows Some Borrowers to Increase PPP Loan Amounts, but You Must Act Fast!

On May 13, 2020, the Small Business Administration (“SBA”) published an interim final rule (“IFR”) allowing certain partnerships that applied for Paycheck Protection Program (“PPP”) loans but did not include partner income in “payroll costs” to amend…
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Was My PPP Loan "Necessary"? Updated SBA Guidance on Loan Certification

Over the past few weeks, many of our clients who have received Paycheck Protection Program (“PPP”) loans have expressed concern about whether they had adequate basis to certify that their PPP loan request was necessary to support ongoing business…
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4 Ways PPP Loan Forgiveness Can Be Reduced

Reducing Employee Headcount – If the average number of a borrower’s full-time equivalent (FTE) employees during the eight-week period following origination is reduced compared to a pre-crisis comparison period, then the forgivable amount of your loan…
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5 Practical Tips for Maximizing Forgiveness of Your PPP Loan

1. Designate a PPP Point Person: Someone internal to your organization should have a good handle on the rules for forgiveness. The rules are complicated, and they could shift before you apply for forgiveness, so it’s a good idea to have a specific…
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PPP Loan Certification Guidance – Should I Give the Money Back?

Over the past week, many clients who have received Paycheck Protection Program (“PPP”) loans have inquired about whether (a) they satisfy the PPP loan certification requirements following provision of additional guidance from the Small Business…
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PPP Update: EZ Forgiveness Application and New Guidance

On June 30, Tonkon Torp attorneys Drea Schmidt, Ferdie Ruplin, and Betsy Judd will host a roundtable discussion and Q&A on the SBA's new EZ Forgiveness Application for Paycheck Protection Program (PPP) borrowers. They will also cover changes to the…
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Webinar - PPP Loan Forgiveness: Now, Later, or Never?

On June 16, Tonkon Torp attorneys Jeff Cronn, Drea Schmidt, and Ferdie Ruplin will host a roundtable discussion and Q&A on changes to the PPP resulting from passage of the Paycheck Protection Program Flexibility Act. Attendees are invited to submit…
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PPP Loan Forgiveness: What Do We Do Now?

On Friday, May 22, Tonkon Torp partners Jeffrey Cronn and Drea Schmidt will review the new guidance released by the SBA last Friday on PPP loan forgiveness.
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Investor Perspectives on Raising Capital in Uncertain Times

Raising capital can be a tough process to navigate for emerging companies even in the best of times; with the ongoing pandemic, many ventures are left with more questions than answers. Join us on May 5 at 12:00 PM for a first-hand investor report…
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Tonkon Torp Attorneys Speak to Startups at Virtual TiE XL Bootcamp Session

Tonkon Torp attorneys Tyler Harkness, Parna Mehrbani, and Kristin Bremer Moore were instructors at the June virtual sessions of the TIE XL Bootcamp. The Bootcamp provides opportunities for a cohort of entrepreneurs to connect with experts in the…
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Tonkon Torp Explains PPP EZ Forgiveness Application and New Guidance

Attorneys from Tonkon Torp’s Business Department hosted a webinar to share information on the Paycheck Protection Program (PPP) EZ Forgiveness Application and other new guidance on the PPP. The program was moderated by Partner Drea Schmidt and…
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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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Tonkon Torp Business Department Unpacks Paycheck Protection Program Flexibility Act

Tonkon Torp attorneys hosted a roundtable discussion on the Paycheck Protection Program Flexibility Act (Flexibility Act) and how it has changed the terms and timelines for PPP loans. The program was moderated by Jeff Cronn, Co-Chair of the firm’s…
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Ferdie Ruplin Provides PPP Loan Forgiveness Update for Allium Financial Advisors

Tonkon Torp attorney Ferdie Ruplin was the guest speaker at a June 4 webinar providing updates on the various programs available through the CARES Act. The webinar was hosted by Allium Financial Advisors.
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Tonkon Attorneys Help Businesses Prepare for PPP Loan Forgiveness

Partners Jeff Cronn and Drea Schmidt hosted a webinar on May 22 to help businesses navigate the most recent guidance for Paycheck Protection Program (PPP) loan forgiveness.
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Tonkon Torp Webinar Shares How COVID-19 has Changed the Investor Landscape

On May 5, Tonkon Torp hosted a webinar focused on how investors are responding to the pandemic, and how emerging companies can find capital in this unpredictable environment. The webinar was moderated by Brenda Meltebeke, Chair of Tonkon Torp's…
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Tonkon Torp Holds Pandemic Primer Webinar for Oregon Cannabis Businesses

Tonkon Torp hosted a webinar to help guide cannabis businesses through the unique challenges that the cannabis industry faces due to COVID-19. The panel featured attorneys Danica Hibpshman, Jessica Morgan, Ferdie Ruplin, and David Petersen. Alex…
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Ferdie Ruplin Looks at COVID Legal Issues for TiE Oregon Panel

Tonkon Torp attorney Ferdie Ruplin was a featured panelist on a webinar looking at COVID from a legal perspective. The webinar was hosted by TiE Oregon as part of its COVID Survival Series. Ferdie spoke about the CARES Act and loans available through…
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Tonkon Torp Webinar Encourages Businesses to Prepare to Thrive in COVID-19 Recovery

Tonkon Torp hosted a webinar to provide businesses with strategies to navigate the current COVID-19 environment while also strategically positioning a business for recovery and long-term viability. The panel of speakers featured partners Jeff Cronn…
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