James V. Robertson

James V. Robertson

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Of Counsel
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Of Counsel James (Jim) Robertson advises clients in structuring, negotiating, and closing various types of business transactions. Using his deep knowledge of mergers & acquisitions (both buy-side and sell-side), corporate governance, commercial transactions, commercial finance, project finance, and public works construction projects, Jim has assisted clients—ranging from public companies to small start-ups—with numerous domestic and cross-border transactions.

Throughout his legal career, Jim has drafted and negotiated complex transaction agreements, including purchase and exchange agreements, financing documents, equity and debt investment agreements (including private placement memoranda and risk factors), employment agreements, LLC operating agreements, shareholder agreements, equity incentive plans, confidentiality and IP assignment documents, and indemnifications agreements. He has also counseled public companies regarding compliance with securities laws. 

From his background as legal counsel for a large corporation in the energy sector, Jim has experience managing issues affecting the engineering, procurement, construction and operation of public-sector distributed generation and energy efficiency projects and the energy services contracting business generally.

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Representative Transactions

Negotiated and closed more than $950 million in construction and O&M contracts, for projects in over 100 California cities, counties and public schools on behalf of design-build energy services contractors

Represented multiple water utility clients in multiple acquisitions (using both asset and stock purchase structures) of water / sanitation utility companies in diverse areas of the United States, aggregating more than $110 million in transaction value

Counseled a Canadian investment fund in connection with the $70 million acquisition by its portfolio company of a coffee maker / coffee press business

Advised a publicly traded company in a $50 million purchase of a crypto-mining facility and energy utility contract in Texas

Represented the shareholders of an award-winning designer and fabricator of ceilings, walls, partitions and facades in the sale of the company for over $100 million in cash and publicly traded stock

Updated template contracts for California public works projects on behalf of multiple energy services companies

Advised non-fungible token issuer in raising $4,000,000 in seed round financing from investment funds and family offices, followed one year later by a Series A priced round that raised $19.5 million in cash, stock and cryptocurrency

Provided legal counsel for shareholders of a digital marketing agency in the sale of the company to a publicly traded marketing network group for $15 million in cash and stock at closing, plus up to $70 million deferred consideration / earn-out, contingent on performance

Represented a Bitcoin ATM provider in purchasing a controlling interest (80%) in one of its principal software service providers for $12 million plus $4 million in deferred consideration / earn-out, contingent on performance

Counseled an Asia-based internet technology company in issuing an aggregate of $7.38 million in Series B Preferred Stock to Asia-based venture capital investors

Structured negotiation for a family business in $86 million sale of approximately 90% of its assets to publicly traded media conglomerate

Represented publicly traded Canadian company in $14 million (half shares, half cash) cross-border transaction involving its acquisition of the shares of a U.S. aromatherapy and body care company

Advised farming and biotech company in issuance of $76 million in convertible notes to investment management funds

Represented wellness company in issuance of $50 million in preferred LLC units to investment funds

Restructured private company’s cap table and issuance of an aggregate of $5.3 million in Series A Preferred Stock and promissory notes

Led the legal team and advising the business teams on a US$100 million tax equity investment in a 49 MW geothermal power plant in Imperial County, California

Led team of tax, real estate, employment, environmental and ERISA lawyers in negotiating and documenting all aspects of client’s US$45 million sale of family cheese business

Directed legal team and negotiating and documenting (on behalf of non-bank lender) an aggregate of over US$90 million in acquisition financing in the colocation industry

Represented consortium of Japanese trading companies in obtaining financing for US$3.2 billion project to develop the Barracuda and Caratinga oil fields off the coast of Brazil

Closed US$150 million secured debt placement with equity kicker for Chinese integrated solar power company to finance silicon plant expansion

Provided legal counsel for one of Indonesia’s top cocoa producers in US$25 million public debt offering

Represented US monoline financial guaranty insurance company in over US$1 billion transaction involving corporate spin-off and subsequent whole-business securitization of Japanese ADSL modem-rental business

Speaking Engagements

Panelist, “Solar & Wind Power vs. Farmland: The New Battleground?” Environmental Law Section of the Bar Association of San Francisco

Presenter, California State Bar Business Law Section’s “How To” webinar series in Contract Drafting, Review and Negotiation

Speaker, “Hedge Funds: as Borrowers, as Lenders and as Collateral,” Commercial Financial Services Committee of the ABA Section of Business Law

Moderator, “Rating Agency Perspectives,” Information Management Network’s Sixth Annual Summit on Japanese Securitization, Real Estate & Finance

Moderator, “Rating Agency Perspectives on ABS/MBS/CDOs,” Information Management Network’s Fifth Annual Summit on Japanese Securitization

Panelist, “Cross-Border Securitization Transactions,” Information Management Network’s Second Annual Summit on Korean Asset & Mortgage Securitization

Panelist, “Consumer Loan Securitization,” Information Management Network’s Fourth Annual Summit on Japanese Asset & Mortgage Securitization

Moderator, “Structures and Innovations in the ABCP Conduit Market” Information Management Network’s Third Annual Summit on Japanese Asset & Mortgage Securitization

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“My joy is listening to my clients tell me about the deal they want and then drafting a contract that gets them there.”

Author
James V. Robertson
Author Title
Of Counsel
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Credentials
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Admissions

California

District of Columbia

New York

U.S. District Court, Central District of California

Education

Stanford Law School, J.D. (Stanford Journal of International Law, Managing Editor; Stanford Law & Policy Review)

Lewis & Clark College, B.A. (cum laude)

Publications

Author, Jim Robertson et al., "The Limits of 'Bankruptcy Proofing' in the Wake of General Growth Properties," Business Law News, Issue 2, 2010, at 3

Honors & Awards

Featured in SE Asia Structured Finance and Securitization Deal of the Year by Asian Legal Business, 2006

Received “Best International Securitization and Most Innovative Deal” by FinanceAsia, 2005

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Professional Organizations

Co-Chair, UCC Committee, Business Law Section, California State Bar, 2010–2011; Vice-Chair, 2009–2010

Registered Foreign Lawyer, Tokyo Dai-Ni Bar Association, 2000–2005

Member, Financial Institutions Committee, Business Law Section, California State Bar

Member, The Financial Lawyers Conference

Member, Lewis & Clark Board of Alumni, 2013–2019