Jim is a preeminent corporate lawyer, who has been called "the Dean of Maine corporate law." He has a broad corporate practice, representing both private and public companies, across numerous industries, with significant experience in the banking and insurance industries.
Jim is the author of the 600 page treatise Maine Corporation Law & Practice, and has had an active role in the development of corporate law through his work on the American Bar Association (ABA) Corporate Laws Committee, which maintains and revises the Model Business Corporation Act on an ongoing basis. He has been a member of the American Law Institute since 1991.
Jim's practice focuses on corporation transactions and corporate governance, in three areas: General Corporate, Banking and Insurance.
General Corporate
Jim represents emerging companies, middle market companies, and large publicly-held companies. He has extensive experience in mergers and acquisitions, corporate and securities law, joint venture structuring, and general commercial law. 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 also has extensive experience in health care, including mergers, reorganizations, and tax-exempt finance.
Banking
Jim represents banks and bank holding companies on a variety of corporate and banking matters, including capital raising, mergers and acquisitions, divestitures of assets, regulatory matters, new product issues, and other matters. He has represented troubled institutions as well as large top-tier financial institutions. He has served on a Governor's 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 FDIC-insured depository institutions, a limited purpose national bank, a non-depository state chartered merchant bank and a number of non-depository state chartered trust companies. He has regular contact with the bank regulators.
Insurance
One of Jim's areas of concentration is the representation of insurance companies and agencies. He has handled demutualizations for a major national life insurer and for a number of mutual P & C insurers; formed a captive reinsurer; orchestrated the formation of a mutual holding company group for an insurer; represented UNUM and Provident in contested regulatory proceedings in their $6.5 billion merger; represented Anthem Insurance Companies, Inc. in contested insurance regulatory proceedings over its $106 million acquisition of Blue Cross and Blue Shield of Maine; was actively involved in the formation of Maine Employers' Mutual Insurance Company; 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. He has regular contact with insurance regulators.
Recent Experience
- Tom's of Maine – Representation of Tom's of Maine in a $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.
- Savings Bank of Maine – Representation of Savings Bank of Maine in 2010, which was then subject to a regulatory order, in a "voluntary supervisory conversion" from mutual to stock form coincident with a private placement of securities and recapitalization of the bank.
- Domtar Corporation – Representation of Domtar Corporation in the sale of a pulp and paper mill to an investor group from Asia, which involved the carve out of an operating division.
Honors & Distinctions
Since 1991, Jim has been listed in the nationally recognized Best Lawyers in America. In 2011, Best Lawyers selected Jim as the Portland Corporate Lawyer of the Year and he was listed also in Top Lawyers by Corporate Counsel.
Jim is recognized as a leading lawyer in his field since 2007 by Chambers USA and listed since 2009 in its "star" category. Jim has been included in The International Who's Who of Business Lawyers and was named one of the "Top 100" in New England Super Lawyers in 2007. Jim has been an elected member of the American Law Institute since 1992.
Professional Activities
Member, American Bar Association
- Jim served two six-year terms on the ABA's select Committee on Corporate Laws, which revises and maintains the Model Business Corporation Act.
- He also participated in the task forces that drafted the provisions on shareholder agreements and on the electronic technology amendments to the Model Act.
Chair, Corporate Law Revision Committee of the Maine Bar Association's Business Law Section
Jim is a frequent speaker on corporate law matters.
Publications
Jim is the author of Maine Corporation Law & Practice (2d ed. 2004), the definitive treatise on Maine corporate law.