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Experience
Jim is one of the firm's principal lawyers involved in corporate and securities law, financing, acquisitions, and banking and insurance law. Jim's legal practice has included representing emerging companies, middle market companies, and large publicly-held companies. He has extensive experience in mergers and acquisitions, corporate and securities law, banking law, insurance law, joint venture structuring, and general commercial law. He also has extensive experience in health care, including mergers, reorganizations, and tax-exempt finance. He has advised boards of directors of public and private companies on fiduciary duties, conflicts of interest, director and officer liabilities, and shareholder disputes. He has represented public and private companies in public offerings and in private placements, as well as acquisitions and divestitures. He has also represented emerging companies in venture capital and corporate partnering transactions.
In the takeover area, Jim has represented target companies, acquirers, and others in virtually every takeover fight in Maine, including directing the corporate law aspects of Pierce Atwood's successful challenge to a $430 million bid for American Maize-Products Company, in which Pierce Atwood obtained a decision from the Maine Supreme Court blocking the proposed cash-out merger on the grounds of a fatal structuring flaw under Maine corporate law.
In 2006, Jim handled the $100 million negotiated sale of a controlling interest in Tom's of Maine to Colgate-Palmolive company, in which the principals' family retained a 16% interest.
One of Jim's areas of concentration has been the representation of financial institutions. He has handled demutualizations for a major life insurer and for a number of mutual P & C insurers; orchestrated the formation of a mutual holding company group for an insurer; represented UNUM and Provident in contested regulatory proceedings in 1999-2000 over the $6.5 billion merger of those insurers; represented Anthem Insurance Companies, Inc. in connection with contested insurance regulatory proceedings over its acquisition of Blue Cross and Blue Shield of Maine; handled mergers of insurance-operating subsidiaries; served as local counsel in a hostile "pac man" tender offer between two large national insurers in Form A proceedings before the Bureau of Insurance; represented a publicly-held stock P & C insurer in multiple contested Form A proceedings; and was involved in the 1993 formation of Maine Employers' Mutual Insurance Company. He has regular contact with the Maine Bureau of Insurance.
Jim has also represented banks on a variety of corporate and banking matters, including raising capital and acquiring and divesting branches. He has represented a number of state and national banks and bank holding companies in M&A transactions in controlled auctions. He lead Pierce Atwood's successful opposition to a proxy contest waged by a 20% group of dissidents who opposed a bank holding company merger. In 1995, he was appointed by Governor King to the 14-person Interstate Banking Task Force to study and recommend state banking law changes in response to the Riegle-Neal Interstate Banking and Branching Act. He has been involved in the formation of a limited purpose national bank, a non-depository merchant bank and a non-depository trust company. He has regular contact with the Maine Bureau of Banking.
Education
Jim holds an A.B. degree from Dartmouth College and a J.D. from Duke University School of Law , where he was a member of the Editorial Board of the Duke Law Journal and a member of the Order of the Coif.
Professional Activities
Jim is a member of the American Bar Association. He currently is serving a six year term on the ABA's select 24-person Committee on Corporate Laws, on which he previously served from 1986-1992, as well as the Committee on Negotiated Acquisitions (1991-95). Since 1992, he has been an elected member of the American Law Institute.
Publications
Jim is the author of Maine Corporation Law & Practice (2d ed. 2004), the definitive treatise on Maine corporate law.
Honors and Distinctions
The former head of the firm's Corporate Department, Jim has been listed for many years in The Best Lawyers in America. He is also recognized by Chambers USA: America's Leading Business Lawyers.
Bar Admissions
Jim is admitted to practice in Maine; the U.S. District Court, District of Maine; and the U.S. Court of Appeals, First Circuit.
Practice Areas
Business & Tax
Retail Financial Services
Related Practice Areas
Corporate Governance
Family Business
General Commercial
Mergers & Acquisitions
Public Finance
Securities
Authored Articles
8/1/2004 - 2004 Amendments to Maine Business Corporation Act
6/1/2003 - The first wholesale revision in over 30 years grants Maine corporations greater flexibilit...
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