Alison M. Pear is a Shareholder who specializes in corporate transactions, focusing on securities regulation, corporate governance, and mergers and acquisitions. Ms. Pear has an extensive history of representing 1934 Act reporting companies with respect to their public reporting obligations, as well as their acquisition activities and governance practices.  In addition to many years in private practice, Ms. Pear spent several years as in-house counsel at a NYSE-listed publicly-traded natural gas utility where she gained valuable insight into internal corporate workings, as well risk-based and business-oriented decision-making. Ms. Pear prides herself on being able to calibrate to client needs, and being a lawyer that people want to work with. Ms. Pear also regularly represents clients in Regulation A offerings, private placements, and other corporate transactions.

Alison M. Pear is based in the Firm’s Portland office, but is also a member of the California State Bar and represents clients nationwide. Since moving from Los Angeles to Portland in 2012, Ms. Pear has integrated into Portland culture by buying a kayak and attempting to raise mason bees.

Representative industries: Manufacturing, utilities, banking, life sciences, pooled investment vehicles, angel investing, agribusiness, and technology

Expertise: Mergers and Acquisitions, Securities Act of 1933, Securities Act of 1934, Regulation A, Regulation CF, Regulation D (private placements), Rule 144, Business Integrity & Compliance

  • Advise Nasdaq-listed accelerated filer construction manufacturing entity in filings under Securities Act of 1933 and Securities Exchange Act of 1934
  • Advise several real estate related entities in their on-going reporting obligations associated with continuous Regulation A offerings
  • Advise gas utility company with respect to matters related to its greenhouse gas offset program.
  • Advise late-stage pet related tech start-up in securities and general corporate matters
  • Advised publicly traded health foods company in matters related to corporate governance of complex international subsidiary structure
  • Represented an advanced search, review, and data analytics products and services company in sell-side sale through merger for approximately $130M cash
  • Represented public company client in buy-side purchase of equity interests of an engineered precast concrete and steel fabrication-based company that develops, manufactures and distributes water, wastewater and environmental infrastructure solutions products, for approximately $88.4 million
  • Represented Oregon community bank in sell-side merger for a combination of cash and stock valued at approximately $15M
  • Represented consultant assisting local Native American tribe in acquisition of ancestral forest lands.
  • Represented data service provider in exercise of right-of-first refusal with respect to private equity shareholder
  • Represented non-profit that provides non-emergency medical ride services in its acquisition of a substantial portion of the assets of a for-profit provider of non-emergency medical ride services.
  • Represented footwear start-up in initial SAFE financing round
  • Represented pet-related tech company in Regulation CF offering
  • Represented CBD brand in structuring and LLC formation
  • Served as in-house counsel at a NYSE-listed publicly-traded natural gas utility, focusing on corporate governance and the administration of the company’s award-winning business integrity program

Ms. Pear earned her J.D. at UCLA School of Law, earning order of the coif, and received her B.A. at the University of Pennsylvania, magna cum laude.

  • Fundraising Committee, Pink Lemonade Project
  • Past-Chair, Oregon State Bar Corporate Counsel Section
  • Board of Directors, Classroom Law Project (2020- present)