Biography

James Bedar concentrates on mergers and acquisitions, corporate finance, securities law and general corporate law. He represents domestic and international private and publicly traded companies in a wide variety of industries, including manufacturing, transportation, mobile media, high technology, life sciences, gaming and fashion. He frequently advises hedge funds and other constituencies about activist investing, distressed M&A and other strategies, and also represents many portfolio companies of funds. He has broad-based experience in the M&A market and has represented clients in asset acquisitions and dispositions, stock deals, mergers and other transactions on an international scale. James counsels clients about public and private debt and equity financings, ongoing SEC reporting requirements, Dodd-Frank, Sarbanes-Oxley and corporate governance issues. He counsels directors and officers about their fiduciary duties and related matters. In addition, James has experience guiding clients in establishing complex joint ventures and other strategic alliances and in negotiating and drafting a wide array of commercial contracts.

Representation

Represented Owl Creek Asset Management, LP in its sale of TIMCO Aviation Services, an aircraft maintenance, repair and overhaul (MRO) services company, to Hong Kong Aircraft Engineering Company Limited (HAECO), for cash consideration of US$388.8 million.

Counsel to American Railcar Industries, Inc., a railcar manufacturer controlled by Carl Icahn, in its $200 million IPO. This was one of the first IPOs to be successfully completed under the SEC’s Securities Offering Reform rules.

Represented HedgeOp Compliance (now known as Cordium), a provider of regulatory and compliance support to private fund advisers, in its sale to the IMS Group, a UK company backed by UK private equity firm Sovereign Capital.

Represented American Railcar Industries, Inc. in a $275 million private offering of debt securities and subsequent exchange of private debt securities in a registered offering.

Counseled US-based clients on establishing major joint ventures in the US (five JV partners); India (50/50 JV) and Eastern Europe (three JV partners).

Represented international clients in establishing strategic alliances with US-based partners, including a Belgian manufacturer taking a controlling stake in a US-based manufacturer, with full buy-out rights.

Counseled numerous hedge funds on activist investing strategies with various objectives, including buy-backs, board representation, takeovers and corporate governance reforms.

Counseled numerous public companies in their responses to shareholder activism, including proxy contests.

Represented High River Limited Partnership in its $180 million acquisition of Philip Services Corporation (PSC) out of bankruptcy (where High River provided a $150 million exit facility to PSC).

Counsel to a biopharmaceutical company that went public via a reverse merger into a public shell company.

Represented clients in various acquisitions of public and private companies ranging in size from $17 million to over $6 billion.

Structured and negotiated numerous types of acquisitions and dispositions, including auctions, LBOs, acquisitions and dispositions of product lines, divisions and businesses, cross-border transactions, earnouts, tax-free deals, exclusive licensing, forward and reverse triangular mergers, mergers of equals and technology transfers.

Counseled public companies regarding SEC compliance, corporate governance and insider trading liability issues.

Represented issuers in connection with numerous public offering transactions on exchanges in the US, London and Europe and in the private placement of their securities both domestically and abroad.

Education

University of Pennsylvania – J.D., 1998
Tufts University – B.A., magna cum laude, 1995

Bar Admissions

Massachusetts
Professional Affiliations
Professional Memberships