James Kramer

Mergers and Acquisitions:

• Represented leasing platform housing company in its sale to a leading Nasdaq provider of real estate software and data analytics company.
• Represented large publicly traded company in connection with bolt-on acquisitions for expansion of product and service lines.
• Represented multiple payment processors in merchant portfolio acquisitions and sales.
• Represented mutual benefit non-profit in connection with a merger with a foreign non-profit.
• Represented large real estate development company in connection with sale of management company, investment companies, interests in certain investment funds, and certain related assets.
• Represented creator of artificial intelligence analytics platform in equity sale to publicly traded retailor.
• Represented specialty parts manufacturer for aerospace industry in connection with equity sale.
• Represented owners of a pharmaceutical distributor in connection with equity sale to a private equity fund.
• Represented developer and provider of chemical coating products to a large specialty chemical manufacturing platform.
• Represented a camera and lighting solution company in connection with an asset sale.
• Represented life insurance servicing corporation in connection with an asset sale.
• Represented the purchaser of several franchises of a major fast food chain.
• Represented a nursing employment agency in its acquisition of several competing companies.
• Represented individuals and entities with respect to the purchase and sale of various aircraft and associated filings with the FAA and International Registry.

Financing:

• Represented a provider of optical transport systems in multiple convertible note offerings and Series Seed fundraising.
• Represented producer of alcoholic beverages in connection with Series A offering.
• Represented an angel investor in connection with investment in a specialty clothing company.
• Represented distributor in connection with private placement memorandum and related securities matters.
• Represented payment solution provider in connection with its Series A fundraising.
• Represented a content management and discovery platform in connection with angel investment.
• Represented startup in connection with convertible and non-convertible note offerings.

Corporate Governance:

• Formed many entities and drafted related corporate documentation, including articles/certificates, operating agreements, shareholder agreements, partnership agreements, bylaws, and other corporate documents.
• Formed and represented an entity in the purchase of several franchises of a major fast food chain.
• Performed corporate clean-ups for entities ranging from startups and family owned businesses to large corporations.
• Drafted equity incentive plans and provided guidance on use and issuance of securities to incentivize employees.
• Represented professional sports team in connection with dissolution of subsidiaries.

Licensing:

• Represented media services company in connection with services agreements and statements of work for large publicly traded media company.
• Represented biotechnology companies in connection with the inbound and outbound license of intellectual property.
• Represented a wide range of companies regarding services agreements with independent contractors.
• Represented pharmaceutical companies in connection with rebate agreements.
• Represented biotechnology companies in connection with product resale and distribution agreements.
• Drafted terms and conditions and privacy policies associated with e-commerce platforms, software solutions, and other products.
• Represented technology companies in connection with non-disclosure agreements and proprietary information and invention agreements.
• Represented an individual in connection with the purchase of a fractional aircraft interest.

Payments:

• Represented acquiring banks and processors in ISO and payment facilitator sponsorship agreements.
• Represented several ISOs and ISVs in connection with referral agreements, agent agreements, partnership agreements, and integration and licensing agreements.
• Represented debit network in participation agreements and network rules.
• Represented credit union service organization with prepaid care program.