James M. Kearney

Experience

Jim Kearney is a partner in the Corporate practice group. Jim represents and advises public and private company clients on mergers and acquisitions, public and private debt and equity financings, corporate governance, federal and state securities regulation, periodic reporting to the Securities and Exchange Commission, general business transactions and general corporate matters. Before joining Stoel Rives, Jim worked for a year as a consultant with the Treuhandanstalt Osteuropaberatungsgesellschaft, a private consulting group in Germany that advises on privatization efforts in transition economies. He also worked for two years as an analyst for the U.S. Senate Budget Committee in Washington, D.C.

Representative Public and Private Financings

• Represents ESCO Corporation in initial public offering to be underwritten by Goldman Sachs and Morgan Stanley.
• Represented well-known seasoned issuers in shelf registration and subsequent underwritten $3.0 billion public debt offering and $250 million public debt offering.
• Represented Arxx Corporation, a provider of green building solutions, in its $25 million private equity financing and simultaneous $7 million acquisition of Arxx Building Products, Inc., a Canadian company, through stock and warrant purchase.
• Represented McCormick & Schmick's Seafood Restaurants, Inc. (Nasdaq: MSSR) in its $72 million initial public offering of common stock underwritten by Banc of America Securities and subsequent secondary offerings of common stock by the company and selling stockholders underwritten by Banc of America Securities ($116 million) and Wachovia Securities ($55 million).

Representative Corporate Governance Matters

• Represented a Nasdaq-listed company in the analysis of stockholder protection measures and structuring of a stockholder rights plan placed "on the shelf" in response to stock acquisition activity.
• Represented a Nasdaq-listed public company in the implementation of a company-favorable majority voting policy in the face of a shareholder proposal.

Representative Mergers and Acquisitions

• Represented Unified Western Grocers, Inc., a $3 billion revenue retailer-owned, grocery wholesale cooperative serving supermarkets located primarily in the western United States, in its acquisition of substantially all of the assets of Associated Grocers, Incorporated, a $1 billion revenue retailer-owned, grocery wholesale cooperative serving supermarket operators located primarily in the state of Washington.
• Represented Hollywood Entertainment Corporation (Nasdaq: HLWY) in its $1.25 billion acquisition by Movie Gallery, Inc. (Nasdaq: MOVI) in a reverse triangular merger.
• Represented Linn County Affordable Housing in sales of low-income housing projects through multiple equity and asset transfers (pro bono).

Presentations

• "Recent SEC Developments and Cybersecurity," KPMG Roundtable, Dec. 2011
• "M&A Realities and Recent Developments," General Counsel Roundtable Series, Stoel Rives LLP, Sept. 2008
• "162(m) plus 144: Adding up the New Rules," Oregon State Bar, Business Law Section, May 2008
• "Sustainability and Climate Change: The Push (Against a String?) for Public Disclosure," General Counsel Roundtable Series, Stoel Rives LLP, May 2008
• "Climate Change and Public Disclosure," Northwest Environmental Business Council, Nov. 2007
• "Due Diligence and Disclosure Schedules," Stoel Rives LLP CLE, Nov. 2007
• "Sarbanes-Oxley Act in Oregon," Lorman Education CLE, June 2005 and June 2006
• "New Form 8-K," Utah State Bar Annual Securities Law Workshop, Aug. 2005
• "Incorporation," Oregon State Bar Fundamentals of Business Law CLE, Oct. 2003
• "Corporate Pro Bono: Case Study of Portland Non-Profit Merger," American Bar Association/NLADA Equal Justice Conference "The Power of Partnership," Apr. 2003

Publications

• Author of "In Case You Missed It," a monthly review of interesting items for corporate counsel
• "Year of the Pig, Private Company Boards Look for Valuable Leadership Traits" (coauthor), Brainstorm NW, 2007
• Comment, "Local Public Employment Discrimination Against Korean Permanent Residents in Japan: A U.S. Perspective," Pacific Rim Law & Policy Journal, 1998
• "Closing the Floodgates? Idaho's Statutory Limitation on the Public Trust Doctrine," Idaho Law Review, 1997

Education

• University of Washington School of Law, J.D., 1998
• Freie Universität, Fulbright Scholar, Berlin, Germany, 1995
• Legislative Studies Institute, Washington, D.C., Certificate, 1992
• Claremont McKenna College, B.A., International Relations, 1991, magna cum laude Phi Beta Kappa

Admissions

• Oregon
• Idaho

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