Ingolf Noto - Tonkon Torp LLP
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Ingolf Noto

Listed in Best Lawyers since 2006

Ingolf became a partner with the firm in 1985. His practice emphasizes federal, state and international taxation. A considerable amount of his practice is in the area of corporate mergers, acquisitions and reorganizations. Ingolf has extensive experience in representing clients involved in controversies with the Internal Revenue Service. 

In 2010, Ingolf was one of two lead tax attorneys for the Chief Restructuring Officer in the Sunwest Management transaction, a $1.2 billion asset sale involving more than 140 senior living properties located in 39 states. The case involved an SEC receivership proceeding and the related bankruptcy of an enterprise that was owned by hundreds of tenants-in-common and limited liability companies.  Ingolf negotiated and resolved significant tax and business issues which allowed the investors to substantially limit their tax liability in the transaction.

On another representative transaction, Ingolf was responsible for recapitalizing and restructuring an affiliate group of corporations to qualify the corporate group to elect S-corporation status. This project involved comprehensive planning and drafting relating to shareholder agreements and various stock/phantom stock plans and the development of alternative stock valuation formulas.

Ingolf also led negotiations with the tax authorities of a foreign country which resulted in the client obtaining a tax accord pursuant to which it received substantial tax benefits not available under the tax statutes of the foreign jurisdiction or the applicable treaty.

Ingolf is Honorary Consul of Denmark for the State of Oregon, and is fluent in Danish.


Brigham Young UniversityBS 1971University of Utah S.J. Quinney College of LawJ.D. 1976
American Bar AssociationMultnomah Bar Association

Case History

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.
Acquisition of Market Industries, Inc. — Represented Endeavour Capital in acquisitions of Market Industries, Inc.
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.

Office Location

Pioneer Tower, Suite 1600
888 Southwest Fifth Avenue
Portland, OR 97204
United States

Practice Areas

Tax Law

Other Information