James M. Kearney

Experience

Jim Kearney is a partner in the Corporate, Securities and Finance practice group. Jim represents and advises public and private company clients on mergers and acquisitions, debt and equity financings, including venture financing, general corporate matters, corporate governance and Sarbanes-Oxley Act compliance, federal and state securities regulation, periodic reporting to the Securities and Exchange Commission, and general business transactions.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 Work

Representative Public and Private Financings

• 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 by, underwritten by Banc of America Securities; 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 Mergers & 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

• "M&A Realities and Recent Developments," General Counsel Roundtable Series, Sep. 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, May 2008
• "Climate Change and Public Disclosure," Northwest Environmental Business Council, Nov. 2007
• "Due Diligence and Disclosure Schedules," Stoel Rives CLE, Nov. 2007
• "Sarbanes-Oxley Act in Oregon," Lorman Education CLE, Jun. 2005 and Jun. 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

• Lead writer and editor of "In Case You Missed It," a monthly review of interesting items for corporate counsel
• Coauthor, "Year of the Pig, Private Company Boards Look for Valuable Leadership Traits," Brainstorm NW, 2007
• Author, Comment, "Local Public Employment Discrimination Against Korean Permanent Residents in Japan: A U.S. Perspective," 7 Pacific Rim Law & Policy Journal 197, 1998
• "Closing the Floodgates? Idaho's Statutory Limitation on the Public Trust Doctrine," 34 Idaho Law Review 91, 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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