James M. Kearney
Experience
Jim Kearney is a partner in the Corporate practice group and chairs the firm's Public
Companies subgroup. Jim represents and advises public and private company clients
on mergers and acquisitions, public and private debt and equity financings, corporate
governance, federal and state securities regulation, periodic reporting to the
Securities and Exchange Commission, general business transactions and general
corporate matters. Before joining Stoel Rives, Jim worked for a year as a consultant
with the Treuhandanstalt Osteuropaberatungsgesellschaft, a private consulting group
in Germany that advised on privatization efforts in transition economies. He also
worked for two years as an analyst for the U.S. Senate Budget Committee in
Washington, D.C.
Representative Public and Private Financings

follow-on); VeraSun Energy (IPO and follow-on); ESCO Corporation (IPO
terminated).

High yield 144A note offerings for Ahern Rentals ($420 million) in connection with
its emergence from Chapter 11 bankruptcy; Ahern Rentals ($550 million); NANA
Development Corporation ($275 million).

Portland, OR
(503) 294-9444 direct
(503) 220-2480 fax
Shelf registration and subsequent public debt offerings for Precision Castparts
Corp. ($3 billion); StanCorp Financial Group Inc. ($250 million).

Partner
Public equity offerings for McCormick & Schmick's Seafood Restaurants (IPO and
Regulation D offerings for Arxx Corporation ($25 million) in connection with $7
jim.kearney@stoel.com
Education

Law, J.D., 1998

Freie Universität, Fulbright Scholar,
Berlin, Germany, 1995

Legislative Studies Institute,
million acquisition of Arxx Building Products, Inc., a Canadian company, through
stock and warrant purchase.
University of Washington School of
Washington, D.C., Certificate, 1992
Representative Mergers and Acquisitions

Represented Lithia Motors, Inc. (NYSE: LAD) in its $669.5 million stock acquisition

International Relations, 1991, magna
of DCH Auto Group (USA) Inc. for cash and Lithia stock.

Represented ESCO Corporation in the auction and sale of its turbine technologies
group, including its foreign subsidiaries, to an affiliate of Consolidated Precision
Products.

Represented Unified Western Grocers, Inc., a $3-billion revenue, retailer-owned
grocery wholesale cooperative serving supermarkets located primarily in the
western United States, in its acquisition of substantially all of the assets of
Associated Grocers, Incorporated, a $1 billion revenue retailer-owned, grocery
wholesale cooperative serving supermarket operators located primarily in the
state of Washington.
Claremont McKenna College, B.A.,
cum laude Phi Beta Kappa
Admissions

Oregon

Idaho
Languages

German
James M. Kearney

Represented Hollywood Entertainment Corporation (Nasdaq: HLWY) in its $1.25 billion acquisition by Movie Gallery, Inc.
(Nasdaq: MOVI) in a reverse triangular merger.

Represented Linn County Affordable Housing in sales of low-income housing projects through multiple equity and asset transfers
(pro bono).
Professional Honors and Activities

Listed in Best Lawyers in America© (currently: Mergeres & Acquisitions Law), 2016
Presentations

"Oregon Crowdfunding," Oregon Law Institute, 2015

"JOBS Act and the Changing Landscape of Private Equity Raises," Oregon Law Institute, 2014

"New Ways to Raise Money After the JOBS Act," 2014

"Recent SEC Developments and Cybersecurity," KPMG Roundtable, Dec. 2011

"M&A Realities and Recent Developments," General Counsel Roundtable Series, Stoel Rives LLP, Sept. 2008

"162(m) Plus 144: Adding up the New Rules," Oregon State Bar, Business Law Section, May 2008

"Sustainability and Climate Change: The Push (Against a String?) for Public Disclosure," General Counsel Roundtable Series, S toel
Rives LLP, May 2008

"Climate Change and Public Disclosure," Northwest Environmental Business Council, Nov. 2007

"Due Diligence and Disclosure Schedules," Stoel Rives LLP CLE, Nov. 2007

"Sarbanes-Oxley Act in Oregon," Lorman Education CLE, June 2005 and June 2006

"New Form 8-K," Utah State Bar Annual Securities Law Workshop, Aug. 2005

"Incorporation," Oregon State Bar Fundamentals of Business Law CLE, Oct. 2003

"Corporate Pro Bono: Case Study of Portland Non-Profit Merger," American Bar Association/NLADA Equal Justice Conference "The
Power of Partnership," Apr. 2003
Recent Publications

Author of "In Case You Missed It," a monthly review of interesting items for corporate counsel (http://www.stoel.com/in -caseyou-missed-it-interesting-items-for).