Christopher K. Heuer

Chris Heuer is a partner of the firm and former chair of the firm’s Tax section. His practice encompasses a wide variety of federal income tax and business law issues, including taxable and tax-free mergers and acquisitions; transactions involving partnerships, S corporations, limited liability companies and other pass-through entities; stock options, restricted stock and other equity compensation; tax aspects of executive compensation, including IRC Sections 162(m), 280G, 409A and 83(b); the development, acquisition, financing and sale and syndication of tax credit projects; and tax controversy matters.

Chris was a law clerk in the Massachusetts Attorney General's Office; and a summer clerk with Pacific Gas & Electric, San Francisco, California.

Education

Harvard Law School, J.D., 1990; Executive Editor, Harvard Journal on Legislation, 1989-1990

Stanford University, A.B., Philosophy, 1987

Admissions

Oregon

United States Tax Court

Chris has represented the following clients regarding tax matters in transactions including:

Merger & Acquisition Transactions

• Anthro Corporation in its sale to Nortek
• Brookfield Asset Management in its acquisition and disposition of Longview Fibre
• Cascade Semiconductor in its sale to Cypress Semiconductor
• Columbia Sportswear in its acquisition of Mountain Hardwear
• Dotster in its sale to Endurance International Group
• Electro Scientific Industries in its acquisition of GSI Group's semiconductor systems business
• Electro Scientific Industries in its acquisition of New Wave Research
• Elemental Technologies in its sale to Amazon Web Services
• Endeavour Capital in its investment in OFD Foods
• Endeavour Capital in its investment in Tidewater Barge Lines
• Endeavour Capital in its investment in Vigor Industrial
• Endeavour Capital in its investment in Winco Foods
• FlightStats in its sale to FlightGlobal/RELX
• Fred Meyer in its acquisition of Quality Food Centers (QFC)
• Fred Meyer in its acquisition of Ralphs Grocery/Food 4 Less
• Fred Meyer in its acquisition of Smith’s Food & Drug Centers
• Greenpoint Technologies in its sale to Zodiac Aerospace
• Hanna Andersson in its sale to Kellwood Co.
• Hillsboro Aviation in the sale of its flight school division to Renovus Capital
• ID Experts in a financing led by Peloton Equity
• ID Experts in its spinoff of RADAR, Inc.
• iovation in its acquisition of LaunchKey
• Jeld-Wen in its sale of AmeriTitle
• Jeld-Wen in its sale of stock to Onex Corporation
• Kuni Automotive in its sale to Holman Automotive
• Lund Engineering in its sale to Fives Group
• McFarland Cascade in its sale to Stella-Jones
• Michaels of Oregon in its sale to Bushnell Performance Optics
• NANA Development Corporation in its acquisition of Grand Isle Shipyards
• PacifiCorp in its sale to MidAmerican Energy
• PakSense in its sale to Emerson Electric
• Poorman-Douglas in its sale to EPIQ Systems
• Portland Arena Management in its sale of the Portland Rose Garden Arena to Vulcan Inc.
• Precision Castparts in its acquisition of Aerospace Dynamics
• Precision Castparts in its acquisition of Atlantic Precision
• Precision Castparts in its acquisition of Carlton Forge Works
• Precision Castparts in its acquisition of Heroux-Devtek
• Precision Castparts in its acquisition of Noranco
• Precision Castparts in its acquisition of PB Fasteners
• Precision Castparts in its acquisition of Permaswage
• Precision Castparts in its acquisition of Primus International Precision Castparts in its acquisition of Shultz Steel
• Precision Castparts in its acquisition of SOS Metals
• Precision Castparts in its acquisition of Special Metals
• Precision Castparts in its acquisition of Titanium Metals
• Renaissance Holdings in its sale to Household Finance
• Savage Companies in its acquisition of Sunpro
• Spinnaker Properties in its investment in Hoyt Street Yards
• Tektronix in its acquisition by Danaher
• Tektronix in its acquisition of Inet Technologies
• UMD Advanced Test Technologies in its merger with Antares conTech
• Unicru in its sale to Kronos
• YESCO Electronics in its sale to Samsung Electronics America

Debt and Equity Offerings

• Columbia Sportswear in its initial public offering
• CradlePoint in a preferred stock offering
• CrowdStreet in a preferred stock offering
• Elemental Technologies in preferred stock offerings
• Jive Software in preferred stock offerings
• MedicaLogic in its initial public offering
• MedicaLogic in preferred stock offerings
• NANA Development Corporation in issuances of senior notes
• Precision Castparts in issuances of senior notes
• Tektronix in its issuance of call spread convertible bonds

Formations, Restructurings, Recapitalizations and Extraordinary Dividends

• Numerous clients in the tax aspects of corporate and partnership formations, restructurings and recapitalizations, and liquidations, including issues involving tax-free formations under sections 351 and 721, section 108 debt cancellation, section 385 loss limitations, and section 751 debt allocations

Equity Compensation

• Numerous clients in planning, implementing, managing and monetizing incentive stock options (ISOs), nonqualified stock options, restricted stock, restricted stock units (RSUs), stock appreciation rights (SARs), employee stock purchase plans (ESPPs) phantom stock plans, transaction bonus and carve out plans, including issues  arising under section 83, the public company $1 million deduction limitation of under section 162(m), the nonqualified deferred compensation and option-pricing rules of section 409A, and the option modification rules under section 424 

Insights & Presentations

• “Ethical Disclosure Requirements in Corporate Tax Representation” (co-author), in Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings for Reorganizations, and Restructurings, Practicing Law Institute, 1996–2006 editions
• “S Corporations,” 2001 and 2017 editions, and “Partnership Taxation,” 1994 and 1997 supplements, in Advising Oregon Businesses, Oregon State Bar Association
• Speaker, various tax topics, including presentations at the Oregon Tax Institute, the American Bar Association Committee on Standards of Tax Practice, and continuing legal education seminars given by the Oregon State Bar, Idaho State Bar and Utah State Bar

• Fellow of the American College of Tax Counsel
• Named by Best Lawyers^® as Litigation and Controversy—Tax “Lawyer of the Year,” Portland, 2016; and Tax Law “Lawyer of the Year,” Portland, 2014 and 2025
• Included in The Best Lawyers in America^® (Litigation and Controversy—Tax, Tax Law), 2007–present

Professional

• American Bar Association Tax Section and Committee on S Corporations, Member
• Oregon State Bar Association Tax Section, former Executive Committee Member; former Treasurer
• Portland Tax Forum Board of Directors, Member