Overview

Todd Friedman practices business law, focusing on advising entrepreneurial, emerging, growing, and established companies with respect to mergers and acquisitions, debt and equity financing, business formation and structuring, commercial contracting, and real property matters.

He represents clients in a wide array of industries, including:

  • Agribusiness, Food, and Beverage
  • Wine, Beer, and Spirits
  • Restaurant and Hospitality
  • Technology
  • Branded Consumer Products
  • Creative Services

Todd has deep operational and managerial experience stemming from his prior career in corporate management, technology, international supply chain operations, and venture capital. He draws upon this experience to offer clients a well-rounded approach where law and business intersect.

Education

Lewis & Clark Law School, J.D., 2011, summa cum laude; Lead Article Editor, Lewis & Clark Law Review

University of California, Berkeley, Ph.D., Inorganic Chemistry, 1997

Penn State University, B.S., Chemistry, 1992, with honors, Japanese minor; Phi Beta Kappa

Admissions

Oregon

California

Experience

Agribusiness, Food and Beverage 

  • Routinely advise on the sale, purchase, and debt financing of farmland and other agricultural and agribusiness assets.
  • Advised on the purchase and operation of a Umatilla County, Oregon organic farming business on behalf of a New York-based family office.
  • Advised institutional lender in connection with a $185 million loan to support the leveraged acquisition of a major Northwest-based fruit growing and packing operation.
  • Debt financings, secured by real and personal property assets, of agricultural and vineyard operations in an aggregate principal amount exceeding $1 billion.
  • Advised a Cambridge, Massachusetts-based private equity fund on the purchase of several West Coast agricultural operations.
  • Advised on the sale of an Oregon-based agricultural loan originator and servicer and related loan portfolio to a Midwest-based competitor.
  • Credit facility modification, extension, and assumption for a retailer-owned wholesale grocery cooperative.
  • Negotiation of an overseas joint venture for the production of coconut oil for a leading organic product company.

Wine, Beer, and Spirits

  • Routinely advises on the sale and purchase of wineries, vineyards, and related business assets.
  • Advised on the negotiation and structuring of the sale of equity in a leading Oregon craft beer business to a private equity firm.
  • Sale of the real and personal property assets of a leading Willamette Valley, Oregon wine business to a global, California-based wine company.
  • Advised on the sale of a Pacific Northwest-based wine distribution operation to a national distribution company.
  • Purchase of a Sonoma County, California vineyard and a Yamhill County, Oregon winery building for the subsidiary of an international beverage company.
  • Advised a closely held family business on the purchase of a well-known Oregon collaborative winemaking business.
  • Purchase of substantially all of the stock of a Willamette Valley, Oregon wine business including negotiation to secure the purchaser’s rights under a vineyard lease and a real property purchase option.
  • Advised on due diligence, negotiation, and structuring for the purchase under Section 363 of the Bankruptcy Code of substantially all of the assets of a California-based craft beer business.
  • Outside general counsel for a Walla Walla, Washington-based vineyard and winery operation, including debt and equity financings and negotiation of an LLC operating agreement and employee equity incentive plan.
  • Purchase and redemption from financial investors of membership interests in a Bend, Oregon-based brewery on behalf of brewery management.
  • Purchase of substantially all of the real and personal property assets of a Willamette Valley, Oregon, wine business, including negotiation of seller financing secured by the acquired assets.
  • Sale of the assets of a leading California maker of organic wines.
  • Restructuring of a limited liability company wine import business in connection with an equity investment and international license agreement.

Restaurant and Hospitality

  • Sale of all of the membership interests of a Portland, Oregon-based fast casual burger chain to a publicly traded hospitality company.
  • Outside general counsel for a Portland, Oregon-based restaurant group.
  • Advised a high-end wine restaurant on investment and structuring and negotiations with a celebrity chef.
  • Negotiation of an LLC operating agreement and other transactional agreements with respect to a Portland, Oregon-based donut chain.
  • Equity financing and negotiation of an LLC operating agreement for a Portland, Oregon-based fast casual salad restaurant.

Technology

  • Negotiation of multiple collaboration and intellectual property licensing agreements among technology companies and with international research consortia.
  • Merger of a Portland, Oregon-based streaming video technology company with the wholly owned subsidiary of a publicly traded technology company.
  • Negotiation of an inventory consignment agreement with an international chemical supplier on behalf of a technology company.
  • U.S. counsel for the negotiation and sale of the business of a Hong-Kong-registered entity and its multinational subsidiaries.
  • Merger of a Corvallis, Oregon-based motion capture and analysis technology company with the wholly owned subsidiary of a digital display manufacturing corporation.
  • Outside general counsel to emerging growth and venture-funded technology companies supplying products to the semiconductor industry.
  • Acquisition of the stock of a French technology company on behalf of a U.S.-based publicly traded company.
  • Sale of the business assets of a semiconductor test equipment manufacturer, including the shares of two wholly owned subsidiaries, to a publicly traded corporation.

Other Representative Matters

  • Sale of the equity interests of a Portland, Oregon-based creative marketing firm to an international, publicly traded advertising and branding agency.
  • Sale of the assets of an Oregon natural cosmetics manufacturer to a Los Angeles-based private equity fund; subsequently retained by the private equity fund to advise on commercial matters for the target company.
  • Formation and structuring of an entity to hold, manage and monetize copyright and associated intellectual property rights on behalf of a published author.
  • Development of commercial agreements between a US-based apparel design and supply chain management company and its overseas suppliers.
  • Restructuring of the indebtedness of an emerging green technology company, including the sale of secured notes and associated repayment of a secured note issued in connection with a prior acquisition.
  • Sale of all of the stock of a fulfillment business to a California-based private equity fund.

Insights

Insights & Presentations

  • Quoted, “Another Publicly Traded Company Fails,” Meininger’s International, August 2024
  • Quoted, “7 Takeaways from the Land Investment Expo,” Successful Farming, January 2024
  • Quoted, “More Sales and More Consolidation Ahead in US Wine Market,” Meininger’s International, November 2023
  • Quoted, “California wine grower report alleges 2020 ‘predatory conduct’ in smoke rejections. Winery attorneys say there’s more to the story,” North Bay Business Journal, July 2021
  • Quoted, “Claims of California North Coast wine grape smoke damage head to court,” North Bay Business Journal, July 2021
  • Quoted, “Catastrophic Risk Modeling: Consequences and Opportunities, Taking the proactive approach to wildfires, pandemics and unknown disruptions,” Wine Business Monthly, June 2021
  • Quoted, “Support Your Employees Through the Pandemic: The Cares Act and Other Relief Programs Intend to Help Employers Maintain Their Payrolls,” Spirited Magazine, April 28, 2020
  • Quoted, “Should Granholm Extend to Retailers?” Wine Business Monthly, April 2019
  • Co-presenter, “Growing and Protecting Your Cider Business,” Stoel Rives Cider Workshop Series, Portland, Oregon, April 14, 2016
  • Co-presenter, “Sources of Capital,” CiderCON, Portland, Oregon, February 5, 2016
  • “The Unjustified Business Justification Rule: A Reexamination of the Lionel Canon in Light of the Bankruptcies of Lehman, Chrysler, and General Motors,” 11 U.C. Davis Bus. L.J. 181

Podcasts

Recognition

  • Included in The Best Lawyers in America® (Corporate Law), 2023–present
  • Listed among Rising Stars (Business/Corporate, Mergers & Acquisitions, Business Litigation), Oregon Super Lawyers® 2017–2018, 2021

Affiliations

Civic

  • Metropolitan Family Service, former Board Member
  • Classic Wines Foundation, former Board Member; former Board Chair
  • Congregation Neveh Shalom, Board Member, 2007–2014, 2021–present
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