James R. Burke Partner

Transcription

1 James R. Burke Partner Jim s practice is focused in the corporate and business law area. He has worked with public and private clients, including several high-technology companies, and has been involved in various transactions in the corporate and securities field, including numerous mergers, acquisitions, and dispositions; initial public offerings; follow-on public offerings; Rule 144A transactions; tender offers; and private placements. Jim has also represented several investment banks in connection with public offerings of stock, as well as venture capital firms in connection with their portfolio investments, and has advised public companies on corporate governance matters. Jim has written and spoken on issues relating to Massachusetts corporation law and various securities law matters. Education Harvard Law School, J.D., 1991 o Cum Laude Princeton University, A.B., 1988 o Summa Cum Laude o Phi Beta Kappa Tel jburke@hinckleyallen.com Practice Areas Corporate & Business Securities Mergers & Acquisitions Venture Capital & Private Equity Bar Memberships Massachusetts Work Experience Hinckley Allen o Partner (2010-Present) Wilmer Hale o Partner ( ) o Junior Partner ( ) o Associate ( )

2 Professional Affiliations Boston Bar Association: Member, Education Committee; Past Co-Chair of the Securities Law Committee of the Business Transactions Section American Bar Association: Committee on Federal Regulation of Securities Massachusetts Bar Association Charitable & Civic Involvement Massachusetts Foundation for the Humanities, Board Member and Treasurer Boston Classical Orchestra, Trustee and Vice President The Colonial Williamsburg Foundation, National Advisory Council Massachusetts Historical Society, Member National Trust for Historic Preservation, Member Civil War Trust, Member Memberships Massachusetts Lectureships Boston Bar Association, Securities Law Committee Lecture -- "Getting Up to Speed on the SEC's Conflict Minerals Rules" - October 2013 MCLE Panel -- "31st Annual New England Business & Securities Law Conference 2013" -- October 2013 National Conference of the Society of Corporate Secretaries & Governance Professionals -- "Conflict Minerals Reporting" - July 2013 MCLE Panel -- "30th Annual New England Business & Securities Law Conference 2012" -- October 2012 Knowledge Congress, Webcast - "The Impact of Dodd-Frank Act on Executive Compensation: A 2012 Perspective." - July 2012 Boston Bar Association, Securities Law Committee Lecture - "Can I Ever Trade My Shares?" - Securities Law Issues Facing Directors and Officers of Public Companies - May 2011 MCLE Panel - "28th Annual New England Business & Securities Law Conference 2010" - October 2010

3 Publications SEC Issues FAQs on Conflict Mineral Rules Securities Alert, SEC Adopts Final Rules on Conflict Minerals Securities Alert - September 2012, Chapter 7 Choice of Business Entity Massachusetts Basic Practice Manual (MCLE), SEC Adopts Final Rules on Say-on-Pay and Golden Parachute Compensation with Minor Modifications to Proposed Rules Hinckley Allen Client Update, The Dodd-Frank Wall Street Reform and Consumer Protection Act Establishes New Executive Compensation and Corporate Governance Requirements for Public Companies Hinckley Allen Client Update, Chapter 12A - Sale of Assets Massachusetts Corporation Law & Practice, Chapter 10 - Amendment of Articles of Organization and Bylaws Massachusetts Corporation Law & Practice, Representative Transactions Offerings Represented a cell therapy company in its $22 million initial public offering Represented the underwriters in the $34 million IPO of a sportswear manufacturer Represented the manufacturer of crash sensors in its $130 million initial public offering and subsequent $79 million secondary offering Represented an athletic shoe manufacturer in a $19 million public offering Represented a physical fitness and exercise manufacturer in a $57.5 million Rule 144A offering of convertible subordinated debentures Represented a network security company in its $40 million IPO and follow-on offerings of $87 million and $136 million Represented the underwriters in the $41 million initial public offering of a manufacturer of hardware and software products Represented the underwriters in the $26 million public offering of a manufacturer of bar code scanners Represented the developer of proofreading software in public offerings of $42 million and $60 million

4 Represented the underwriters in a $60 million IPO of a developer of product data management solutions Represented the underwriters in a $60 million IPO of a developer of web-enabled business applications Represented a manufacturer of bed and bath products in a $75 million Rule 144A offering of convertible preferred stock Represented a natural foods distributor in its $39 million initial public offering and $86 million follow-on public offering Represented a provider of software products and services for IT systems in its $64 million IPO Represented a developer of financial and accounting software applications in its $38 million initial public offering Represented a global provider of software and services to the financial services industry in public offerings of $71 million, $101 million, and $185 million Represented a network security company in its $143 million initial public offering and $734 million follow-on public offering Represented the underwriters in a $101 million IPO of an online community network Represented a provider of software solutions and strategic consulting services to energy market participants in an $80 million IPO Represented a leading provider of Internet marketing solutions in a $135 million Rule 144A offering of zero coupon convertible subordinated notes Represented a global telecommunications company in the public offering of $50.9 million of stock in a developer of equipment for cable operators and other broadband service providers Represented a wireless communications and broadcast infrastructure company in a $365 million public offering Represented the underwriters in a $62 million initial public offering of a global IT services company Represented a global manufacturer of water-related products in a $230 million public offering Represented the underwriters in a $50 million initial public offering of an online supplier of vitamins, nutritional supplements, and minerals Represented a real estate investment trust in a $120 million public offering Mergers, Acquisitions, and Dispositions Represented a publicly traded developer of aesthetic treatment systems in a $287 million acquisition of a publicly traded developer of aesthetic light-based systems in a cash and stock merger transaction Represented a manufacturer of bed and bath products in a $138 million tender offer Represented a global provider of software and services to the financial services industry in a $980 million "go private" transaction with a private equity firm Represented a network security company in its $200 million merger with an encryption company Represented an animal health and cosmetics and consumer products company in the spinoff of its biotechnology business

5 Represented a network security company in its $500 million stock-for-stock acquisition of a California company in a Section 3(a)(10) fairness transaction Represented a provider of IT and business consulting services in its $125 million acquisition of a publicly traded IT consulting and solutions provider and its $64.5 million acquisition of a privately held software developer Represented a global soft drink company in its $250 million acquisition of a pita chip company Represented a biotechnology company in its $45.5 million stock-for-stock acquisition of a biomedical device company Represented a global telecommunications company in the $39 million sale of its copper digital loop carrier business Represented a veterinary products company in its $44.9 million acquisition of a critical care diagnostics company Represented a global telecommunications company in o the reorganization of one of its business units and the subsequent sale of $17 million of preferred stock by the business unit o the reorganization of one of its business units and the subsequent sale of $6.2 million of preferred stock by the business unit o the reorganization of one of its business units and the subsequent sale of $5 million of preferred stock by the business unit Represented a large circuit manufacturer in its $4 million purchase of shares of an Austrian enterprise Represented a global manufacturer of water-related products in a number of transactions, including o a $94.5 million share purchase of a manufacturer of flexible stainless steel connectors o a $45 million share purchase of a valve manufacturer o an $18.4 million acquisition of the assets of a manufacturer of water softeners and filters o a $6.3 million acquisition of shares and assets of a manufacturer of water connectors with operations in the U.S. and China o a $169 million acquisition of shares and assets of a French manufacturer of water protection valves and flow control solutions (acted as U.S. counsel) o an $8.6 million stock sale of a valve manufacturing subsidiary Represented a developer of Internet access routers in its $246 million sale (via merger) to a global telecommunications company Represented a developer of IP switching/routing equipment in its $900 million sale to a global telecommunications company Represented a global provider of software and services to the financial services industry in several acquisitions, including o a $159 million cash tender offer for the shares of a Canadian public company o a $12 million acquisition of the assets of a provider of fund administration services o a $22.5 million merger transaction with a provider of an electronic trading platform o a $21 million acquisition of the shares of a provider of private equity solutions

6 o a $7.7 million acquisition of the product line of a worldwide information technology company o a $3.5 million asset acquisition of a provider of financial data acquisition, transformation, and delivery services o a $17.2 million asset acquisition of a provider of real-time, mission-critical order routing and execution services o a $24 million stock acquisition of a company engaged in the money market, custody, and security lending market o a $5.6 million asset acquisition of a provider of collateralized trading software o a $25.3 million acquisition of the membership interests of a fund accounting and administrative services business o a $19.7 million stock acquisition of a leading provider of treasury processing software and outsourcing solutions to banks o a $4.5 million asset acquisition of a provider of municipal finance structuring products o a $4 million asset acquisition of a provider of products for financial institutions o a $1.4 million asset acquisition of a provider of products for financial institutions o a $0.3 million stock acquisition of a consulting firm o an asset acquisition of a provider of real estate property management software for an aggregate of $15.3 million in cash and stock o an $8 million share-for-share merger transaction with a provider of portfolio, financial, partnership, and tax accounting software and services to hedge funds o a $10 million share-for-share merger transaction with a provider of hedge fund software products o an $821,500 stock acquisition of a provider of debt and derivative products Represented an acquisition entity formed by target management and private equity investors in a $10.5 million asset acquisition of a U.S. material products division of a Canadian public company