James Rosenbluth
Partner | Corporate
james.rosenbluth@pierferd.com
+1.203.464.2774 cell
+1.203.285.6336 office
New York
About
Jim is a partner in Pierson Ferdinand’s corporate department. Jim has extensive experience representing clients in domestic and cross border M&A transactions, carve-outs, complex restructurings and reorganizations, joint ventures and strategic alliances, private equity and venture capital transactions, and general corporate and securities law matters.
-
Jim has represented public and private companies, venture capital investors and their portfolio companies in a broad spectrum of industries, including biotechnology, computer software, consumer goods, e-commerce, electronics, financial services, fintech, healthcare, hospitality, insurance, multimedia and entertainment, pharmaceutical, resort acquisition and development, and telecommunications, among others.
Practices
Mergers and Acquisitions
Private Equity and Venture Capital
Securities
Admissions
New York
California
Connecticut
Education
Columbia Law School, J.D., 1985
Brown University, B.A., 1979
Fulbright Graduate Research Fellow, University of Tokyo Faculty of Law, 1985-1986
Professional Associations
American Bar Association (Business Law Section)
New York City Bar Association
Experience
FisherBroyles, LLP
Skadden, Arps, Slate, Meagher & Flom LLP
Brown Rudnick LLP
Epstein Becker & Green, P.C.
Representative Transactions
M&A
PFSWeb, Inc., a NASDAQ-listed global fulfillment and logistics company, in its $180 million sale to GXO Logistics, Inc., by public tender offer and merger.
PFSWeb, Inc., a NASDAQ-listed global fulfillment and logistics company, in a $250 million carveout sale of its LiveArea business unit to Merkle, Inc. (a Dentsu Group company).
Cardea Bio Inc., a leading U.S. producer of graphene-based biocompatible chips, in its sale to Paragraf Limited, a UK semiconductor maker.
FICS Group N.V. (“FICS”) in connection with its sale to Security First Technologies Corporation for $1.08 billion.
American Express Company in connection with its sale of a 10% interest in Shearson Lehman Brothers to Nippon Life Insurance Company for approximately $600 million.
L&H Holdings USA, Inc. in connection with its acquisition of Dragon Systems, Inc. for approximately $560 million.
M.D. Enterprises of Connecticut, Inc. in connection with its sale to Health Systems International, Inc. for approximately $101 million.
Victoria U.S.A., Inc. in connection with its purchase of Moore & Munger, Inc. (including the assets constituting the Stratton Mountain ski resort) for approximately $70 million.
L&H Medical Transcriptions USA, Inc. in connection with its acquisition of Omni-Med Transcription, Inc.
HSN Marketing, Inc. in connection with its sale to Whistler Corporation of Massachusetts.
Barco, N.V. in connection with its purchase of Gerber Systems Corporation.
Atlantic Computers plc in connection with its acquisition of Datalease Corporation Inc.
BHSC Global, LLC and its affiliates in connection with its acquisition of a controlling interest in Perfect Game Incorporated.
Atlantic Computers plc in connection with its acquisition of Princeton Computer Group, Inc.
Associated Manufacturing, Inc., a subsidiary of Singapore Aerospace Ltd., in connection with its acquisition of California Avi-Tron Corporation.
Acsis Group plc in connection with its acquisition of HBA International.
The Walt Disney Company in connection with the possible acquisition of a major national television network.
Private Equity and Venture Capital
Orbital Sidekick, Inc., a hyperspectral satellite imaging company, in a Series A2 financing round.
Self ID, Inc. in a $7.5 million series seed round.
A privately held medical device manufacturer in a $100 million growth equity investment by a leading private equity fund.
Sanctor Capital in a Series A investment in Satoshi Holdings Ltd.
Dragonfly Ventures II, L.P. in (1) a Series B+ investment in Cipher Investments Ltd. and (2) a series seed investment in Harpie Blockchain Solutions, Inc.
A Belgian venture fund in connection with its strategic investments in the U.S. and Canada in internet-based telecommunications companies offering multimedia language learning and translation solutions, services and products.
Atlantic Investment Properties Limited in connection with a strategic investment in Wall Data Incorporated, a U.S. local area network device manufacturer.
Joint Ventures and Strategic Alliances
U.S. investors in connection with the formation of a joint venture with Chinese billionaire Zhang Xin to purchase a 40% interest in the GM Building (767 Fifth Avenue, NYC) for $1.4 billion.
U.S. investors in connection with the formation of a joint venture with Zhang Xin to purchase a 49% interest in Park Avenue Plaza (NYC) for $569 million.
A Canadian global asset management fund in connection with a technical cooperation agreement to provide quantitative investment strategies to a leading Chinese securities investment fund manager.
L&H Holdings USA, Inc. in connection with a joint venture with Visteon, Inc.
Rogers Corporation in connection with a joint venture in the U.S with Mitsui Chemicals, Inc.
Rogers Corporation in connection with a joint venture in Taiwan with Chang Chun Petrochemicals Co., Ltd.
Yale-New Haven Health Services Corporation in connection with a joint venture with St. Francis Hospital and Healthchoice of Connecticut, Inc.
Capital Markets
A Canadian company in connection with a $75 million Tier 2 Regulation A+ offering.
3Net Systems, Inc. in connection with its initial public offering and application for listing on the NASDAQ Small-Cap Market and several primary and secondary follow-on offerings.
Flanders Language Valley Fund C.V.A., a Belgian venture capital fund, as special U.S. counsel in connection with its initial public offering on EASDAQ.
St. Joseph’s Manor, The Pope John Paul II Center for Health Care, and St. Camillus Health Center of Hartford, Connecticut in connection with the issuance by the State of Connecticut Health and Educational Facilities Authority of tax-exempt revenue bonds.
Reorganizations and Restructurings
GSC Partners, LP, an alternative investment fund, in a complex tax-driven restructuring.
New Haven Terminal Corporation in connection with its reorganization and sale to an ESOP under a Chapter 11 Plan of Reorganization.
Security Benefit Life Insurance Company in connection with its conversion to a stock life insurance company under a mutual insurance holding company structure.
M-S Cash Drawer Corporation and its affiliated companies in connection with a complex cross-border restructuring.
Presentations and Teaching Experience
Panelist, MIT Forum of Cambridge, November 2000 Startup Seminar on Preparing an Effective Business Plan.
Publications
Client Alert: Moelis and its Aftermath: Recent Case Law and Statutory Developments Addressing the Ability of Stockholders to Manage Corporations through Stockholder Agreements, September 20, 2024
Client Alert: Navigating the “Cramdown” Round: A Director’s Roadmap, March 11, 2024
Client Alert: Delaware Court of Chancery Rescinds Musk’s $55.8B Tesla Stock Option Grant in Key Decision on Corporate Transactions with Controlling Stockholders, February 21, 2024
“Enforceability of “Material Adverse Effect” Clauses under Delaware Law: Practical Lessons from Akorn,” Curran Antonelli, LLP website blog (April 2019)
“Recently Proposed Federal Legislation Would Facilitate Access to Banking Services by the Cannabis Industry,” Curran Antonelli, LLP website blog (April 2019)
“Foundations of Computer Forensics” (with Wang & Canady), 21 Computer Law & Security Report 2, Elsevier Ltd. (2005)
Quoted in “A Faster Way to Pay for an Acquisition” by Alison Rogers, Corporate Board Member (March/April 2003)
“Expediting the Stock-Based M&A Transaction with the California Fairness Hearing Process,” 12 Mergers & Acquisitions Litigation Reporter (August 2002)
Quoted in “California Fairness Hearings Provide Cheaper, Faster M&A Alternative” in Corporate Financing Week (August 11, 2002)
“Corporate Divestitures: A Selective Guide to the Key Business and Legal Issues,” 9 The Investment Lawyer (2002); summarized in Bowne Digest for Corporate and Securities Lawyers (2002)
“Venture Investing in the ‘New’ New Economy: Strategies for Enhancing Investor Value and Minimizing Risk,” 8 The Investment Lawyer (2001); reprinted in Law.com (Corporate Practice Center); 21 Boston Business Journal (2001); Connecticut Technology Tribune (May-June 2001); summarized in Bowne Digest for Corporate and Securities Lawyers (2001)