Biography

James Bedar, the Chair of Brown Rudnick’s U.S. Corporate practice, has over two decades of experience in securities law, mergers and acquisitions, corporate finance, and general corporate law. He helps his clients strategically deploy capital, realize business opportunities, and comply with legal requirements through an intense focus on understanding their business operations, goals, and challenges.

James frequently serves as outside general counsel to his clients. He has extensive experience representing portfolio companies with their strategic business initiatives, including M&A activity, equity and debt financings, and joint ventures; their day-to-day legal needs, including commercial contracting; and their investor-related issues, including nuanced controlling stockholder matters. James counsels boards of directors and board committees on issues of corporate governance and fiduciary duties, and regularly advises public and private companies on complex securities matters and ongoing SEC compliance. In addition, he frequently advises hedge funds and other constituencies about activist investing, distressed M&A and other strategies. He 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, transportation, real estate, high technology, life sciences, gaming, and fashion.

Awards

Representation

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 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.

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 in the aggregate via a modified Dutch auction.

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

Frequently represents 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 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 US$388.8 million.

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 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 UK company backed by UK private equity firm Sovereign Capital.

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

Represented international clients in establishing strategic alliances with US-based partners, including a Belgian manufacturer taking a controlling stake in a US-based manufacturer, with full buy-out rights.

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

Counsel numerous hedge funds on activist investing strategies with various objectives, including buy-backs, board representation, takeovers and corporate governance reforms.

Counsel public companies in their responses to shareholder activism, including proxy contests.

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.

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

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

Structured and negotiated numerous types of acquisitions and dispositions, including auctions, LBOs, acquisitions and dispositions of product lines, divisions and businesses, cross-border transactions, earn outs, tax-free deals, exclusive licensing, forward and reverse triangular mergers, mergers of equals and technology transfers.

Represented issuers in connection with numerous public offering transactions on exchanges in the US, 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
James is recognized by The Legal 500 in the area of M&A/Corporate and Commercial law.
Professional Memberships
Member, Equity, Inclusion and Diversity Council