Biography

James Bedar is the Practice Group Leader of the Firm's U.S. Corporate Practice Group. He helps his clients build, grow, invest in, buy, sell, and protect companies of all sizes all over the world.

For over two decades, James has cultivated a diverse practice in areas including securities law, mergers and acquisitions, corporate governance, board and special committee representation, internal investigations, corporate finance, and general corporate law.

James frequently serves as outside general counsel to his clients. He has worked extensively with both public and private operating companies, including portfolio companies of funds. He advises on:

  • strategic business initiatives, including M&A activity, equity and debt financings, cross-border transactions, and joint ventures;
  • day-to-day legal needs, including corporate compliance, commercial contracting, executive compensation, and litigation risk management; and
  • investor-related issues, including stockholder activism, ESG issues, stockholder engagement, and nuanced controlling stockholder matters.

Boards of directors, special committees, and management teams turn to James for help with:

  • negotiating sensitive, high-stakes business issues with their most important stakeholders;
  • investigating whistleblower allegations; and
  • navigating complex issues of corporate governance and fiduciary duties.

James regularly advises clients on complex securities matters and ongoing SEC compliance. In addition, he frequently counsels hedge funds and other constituencies about activist investing, distressed M&A, and other strategies.

James has broad-based experience in the M&A market and has represented clients in asset acquisitions and dispositions, stock deals, mergers, and other transactions in domestic and cross-border settings. James represents companies in a wide variety of industries, including manufacturing, SaaS, transportation, high technology, life sciences, real estate, gaming, and fashion.

James is recognized by The Legal 500 US for M&A: Middle-Market.

Awards

Representation

Served as U.S. counsel to Dublin, Ireland-based HWM Group, a SaaS solutions provider to the global fund administration industry, in its acquisition of assets from New Jersey-based Koger, Inc., with business operations in the U.S., Ireland, and Slovakia.

Represented Daewoong Pharmaceutical, a South Korean company, in multiple cross-border convertible note financings of public and private U.S. companies.

Advised American Railcar Industries, a company in the railcar manufacturing, servicing, and leasing business, in its sale to ITE Management in a deal with an enterprise value of roughly $1.75 billion.

Represented a human resources SaaS company’s Compensation Committee in structuring an equity compensation grant to its CEO, a significant stockholder.

Represented the Board of Directors of Voltari Corporation, a real estate investment company, in connection with a going private transaction with its controlling stockholder.

Advised American Railcar Leasing, a company in the railcar leasing business, in its sale to a wholly-owned subsidiary of Sumitomo Mitsui Banking Corporation in a deal with an enterprise value of up to $3.4 billion.

Represented the Special Committee of the Board of Directors of Tropicana Entertainment, a casino gaming company, in the simultaneous sale of its gaming assets to Eldorado Resorts and its real estate assets to Gaming and Leisure Properties for aggregate consideration of approximately $1.85 billion.

Represented the Special Committee of the Board of Directors of Tropicana Entertainment in a novel, simultaneous combined issuer tender offer by Tropicana, together with its controlling stockholder, to repurchase approximately $140 million of stock in the aggregate via a modified Dutch auction.

Represented a Special Committee of an Audit Committee in a review of whistleblower allegations and SEC disclosure issues.

Counsel to American Railcar Industries, American Railcar Leasing, and Tropicana Entertainment in various public and private debt financings totaling nearly $2 billion.

Counsel to American Railcar Industries 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 Owl Creek Asset Management in its sale of TIMCO Aviation Services, an aircraft maintenance, repair and overhaul services company, to Hong Kong Aircraft Engineering Company, for cash consideration of $388.8 million.

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 U.K. company backed by U.K. private equity firm Sovereign Capital.

Represented a U.S. biopharmaceutical company that went public via a reverse merger into a public shell company.

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

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

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

Frequently represent investment funds in connection with the acquisition, holding, disposition, and voting of registered and unregistered securities, and related Section 13 and Section 16 issues.

Representation of NYSE, NASDAQ, and OTC listed companies, boards of directors, and special committees of independent directors in connection with mergers and acquisitions, capital markets transactions, securities filings, takeover defenses, activist and passive investor engagement, director and C-suite transition situations and securities compliance and corporate governance matters.

Represented international clients in establishing strategic alliances with U.S.-based partners, including a Belgian manufacturer taking a controlling stake in a U.S.-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 public companies in their responses to shareholder activism, including proxy contests.

Represented clients in various acquisitions of public and private companies ranging in size from $9 million to over $6 billion.

Represented issuers in connection with numerous public offering transactions on exchanges in the U.S., 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
Boston Bar Association
Awards and Honors
The Legal 500 US, M&A: Middle-Market (sub-$500m), 2019-2021
Firm Activities
Member, Equity, Inclusion, and Diversity Council