JL

James Lurie, Partner

Corporate & Securities Group

jlurie@wmd-law.com

James Lurie has over 30 years’ experience in corporate finance/capital market transactions, U.S. securities law, M&A, corporate governance, executive compensation and general corporate law. Jim has extensive experience advising senior management, Boards of Directors and Board Committees on SEC and SRO disclosure requirements and compliance, corporate governance policies, procedures and “best practices” and strategic initiatives and business strategy. He has advised on numerous corporate finance and M&A transactions, including over 75 IPOs (aggregate value over $10 billion), over 75 high yield and investment grade debt financings (aggregate value over $100 billion), over 150 private placements, and numerous domestic and cross border tender and exchange offers, spin-offs, going private transactions and leveraged buyouts. Jim has represented companies of all sizes, from start-up to Fortune 500 companies, engaged in numerous industries, including, without limitation, high tech, media, financial services (including insurance companies), biotech, pharmaceuticals, telecommunications, manufacturing and energy/natural resources, well as investment banks, private equity and venture capital firms, and shareholders of both public and private companies.

Education

Jim received an LL.M. in Corporation Law from New York University in 1984 and his J.D. (with Honors) from Rutgers University School of Law-Camden in 1977, where he served as a Note and Comment Editor of the Rutgers Camden Review. Jim received his B.A. in Economies from Washington University in St. Louis, cum laude. Jim is admitted to practice law in New York.

Select Transactions

  • U.S. counsel to Canadian natural resources company in connection with a Rule 144A/Reg S offering in the United States and Canada of senior notes. U.S. counsel to the company in connection with its equity clawback partial note redemption following its initial public offering in Canada.
  • U.S. counsel to investment bank in connection with its providing a formal valuation and fairness opinion to the Special Committee of a U.S. public company regarding its proposed Rule 13e-3 private transaction.
  • U.S. counsel to a Hong Kong company in connection with rights offerings to U.S. shareholders.
  • Counsel to placement agents in connection with the private placement by communications company in Canada and the U.S. of 75,000 Units consisting of $75 million principal amount of senior secured notes and 75,000 warrants to purchase non-voting common shares, and related consent solicitation with respect to the company’s senior secured notes.
  • U.S. Counsel to Canadian company in connection with a Rule 144A/Regulation S offering of senior notes. Subsequently acted as counsel to the company in connection with a tender offer/consent solicitation with respect to its senior notes.
  • U.S. counsel to the underwriters in connection with a Canadian dollar initial public offering in Canada/Rule 144A offering in the United States of common shares of Canadian mortgage insurance company.
  • U.S. counsel to the underwriters in connection with a Canadian dollar initial public offering in Canada/Rule 144A offering in the United States of common shares of Canadian power company.
  • U.S. counsel to various Canadian companies in connection with public offerings in the U.S. of equity and debt securities under MJDS.
  • U.S. counsel to placement agent of 19,070 Units of a Canadian mining company, each Unit consisting of $1,000 principal amount of secured senior notes and 100 common share purchase warrants.
  • U.S. counsel to a corporation organized under the laws of the Peoples Republic of China in connection with the offering of H shares in Hong Kong and under Rule 144A/Regulation D in the U.S.
  • U.S. counsel to private equity firm in connection with the acquisition of a Canadian company and the private placement in the U.S. by the company of mezzanine debt and PIK Holdco Notes.
  • Counsel to a newly formed company to be listed on the NYSE in connection with the spin-offs to the company of the health care and institutional pharmacy businesses of two U.S. public companies.
  • Lead counsel to a U.S. bank in connection with a PIPES offering of common stock.
  • Counsel to U.S. energy company and its subsidiary in connection with the acquisition of a domestic pipeline company.
  • Counsel to the Audit Committee of a pharmaceutical company in connection with an investment in, and establishment of a sponsored research agreement and license agreement with, another pharmaceutical company in a related party transaction.
  • Has served as lead counsel to issuers, investment banks and shareholders in dozens of SEC registered initial public offerings and follow-on offerings, as well as numerous private placements of debt, equity and hybrid securities involving private and public companies in a variety of industries.

Awards and Recognitions

Jim has been recognized by Best Lawyers (New York) and New York Super Lawyers in the categories of Corporate Law and Corporate Finance and Securities, respectively, for a number of years.