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James F. Fotenos

Mr. Fotenos concentrates on corporate, securities, and pass-through entity counseling. He has extensive experience in representing issuers in private equity and debt financings, corporate governance, SEC reporting and compliance, and mergers and acquisitions.

Entity Formation

Mr. Fotenos represents corporate and pass-through entities in their organization, financing, and governance, including business, tax, and securities advice.

Securities Law

Mr. Fotenos has extensive experience in representing issuers in the registration of equity securities with the SEC, periodic reporting under the Securities Exchange Act of 1934, proxy and tender offer regulation, and NASD and Blue Sky regulation. He has represented issuers in connection with bank and institutional investor financing.

Equipment Leasing

Mr. Fotenos served as primary outside counsel for The Cronos Group for over 20 years, representing it at all stages of its growth and operations, and has extensive experience in container lease financing and container leasing. He oversaw Cronos’ SEC reporting, container financing, and managed container and joint venture relationships. He represented Cronos in the negotiation of its sale in August 2007 to an entity which management joined, which included representing the transaction committee of the Cronos board, overseeing the process that led to the transaction, negotiating the acquisition agreement with the buyer and its counsel, and preparing and filing Cronos’ proxy statement and Schedule 13E-3 transaction statement.

Mr. Fotenos also represented Cronos in connection with its reorganization in July 2010, in which it received a majority equity investment from funds affiliated with Kelso & Company, L.P., one of the oldest and most established firms specializing in private equity investing. As part of the transaction, Cronos purchased additional container assets, which increased the size of its container fleet to $1 billion, and concurrently entered into a new $765 million revolving credit facility with its major lender. Mr. Fotenos represented Cronos in negotiating and drafting the transaction documents, the asset transfers, and the financing. Cronos also relied upon Greene Radovsky for tax advice. Mr. Fotenos continues to serve as Cronos’ primary outside corporate counsel.

 

Vineyard and Winery Representation

Mr. Fotenos has served as primary outside corporate counsel for Paragon Vineyard Co., Inc., San Luis Obispo, and represented Paragon in its joint venture with Chalone Wine Group, Ltd. (subsequently acquired by Diageo Chateau & Estate Wines Company), the licensing of Paragon’s trade name “Edna Valley Vineyard,” and the subsequent sale by Paragon of its interest in the joint venture to E. & J. Gallo Winery.

Hedge Funds

Mr. Fotenos has served as co-U.S. counsel for a group of offshore hedge funds, advising the funds on offering disclosure, Securities Act compliance, U.S. taxation, Exchange Act §§ 13 and 16 compliance, and operations.

PUBLICATIONS

  • “California’s New Limited Partnership Merger Statute,” California Business Law Reporter (January 1991)
  • “FDIC v. O’Melveny & Myers: Does Securities Counsel Owe To Investors and To Its Client a Duty To Conduct a Due Diligence Investigation of the Offering?” 15 Bus. Law News 3 (feature article) (Winter 1993)
  • “The Campaign to Eliminate the Vicarious Liability of Partners for Partnership Debts Captures Sacramento: California Adopts Limited Liability Partnership Legislation (for Lawyers and Accountants Only),” California Business Law Reporter (feature article) (November 1995 and January 1996)
  • “Forms for Use in Converting a Law or Accounting Firm Partnership to an LLP,” XI California Business Law Practitioner (feature article) (Winter 1996)
  • “Drafting Partnership Agreements and LLC Operating Agreements in a Check-a-Box World,” California Business Law Practitioner (feature article) (Winter 1997)
  • Contributor to CEB’s Selecting & Forming Business Entities (California Business Start-Up Series)
  • “Close Corporations In California,” California Business Law Practitioner (CEB Winter 2005) (Co-Author)
  • “Perfecting Security Interests Against Offshore Lessors Under Revised Article 9,” LJN’s Equipment Leasing Newsletter (March and April 2002)
  • “Understanding the Jobs and Growth Tax Relief Reconciliation Act of 2003,” LJN’s Equipment Leasing Newsletter (July 2003)
  • “Conflicting Currents: The Obligation to Maintain Inviolate Client Confidences and the New SEC Attorney Conduct Rules,” 32 Pepperdine L. Rev. 89 (Corporations Committee of the Business Law Section of the California State Bar (Co-Author) 2004)
  • “Can a Remedies Opinion be Given on an Equipment Lease?” LJN’s Equipment Leasing Newsletter (February 2006);
  • Co-author, “Close Corporations,” chapter 7 in Organizing Corporations in California (CEB March 2007)
  • Author “Legal Opinions” chapter in Drafting Business Contacts: Principles, Techniques & Forms (CEB 2009)
  • Co-author, “Opinion Law Developments—2007,” Business Law News (2007 Annual Review) (State Bar of California)
  • Speaker and co‑author, Fundamentals of Third‑Party Legal Opinions, 2008 Annual Meeting, State Bar of California (September 26, 2008)
  • Editor, Legal Opinion Newsletter (Committee   on Legal Opinions, Section of Business Law, American Bar Association)
  • “Rule B: Good Riddance to Maritime Pre-judgment Attachments of EFTs,” LJN’s Equipment Leasing Newsletter (March 2010)
  • “Perfection and Priority of a Security Interset in Internationally Mobile Goods,” LJN’s Equipment Leasing Newsletter (October 2012)
  • co-author, “Operating a Foreign LLC” in Forming and Operating California Limited Liability Companies (CEB); and contributing author to California Practice Guide, Corporations (The Rutter Group).
  • Siegal v. Solidus Networks, Inc., San Francisco Superior Court Case No. CGC 07-465156 (2009-2010). Served as expert consultant to plaintiff (represented by Kastner Kim LLP, Palo Alto). Retained to provide expert consultation/witness testimony on duty of candor and “reporting up” by officer of Delaware corporation.
  • Chiu v. Storm8, Inc., San Mateo Superior Court Case No. CIV 488342 (2010). Retained as expert consultant/witness for plaintiff, represented by Kastner Kim LLP, to provide expert advice on conversion of California limited liability company into Delaware corporation.
  • Monty v. Leis, 193 Cal. App. 4th 1367 (2d Dist. 2011). Retained as expert consultant for plaintiffs, represented by Johnson Bottini LLP, to provide expert advice on application of Corp. Code § 405 (Authorization of Additional Shares for Options and Conversion Rights).
  • Kaufman v. Rambus, Inc., Santa Clara Superior Court Case No. CIV 109-CV-151985 (2011). Retained as expert consultant/witness for plaintiff, represented by Kastner Kim LLP, to provide expert advice on the right of an optionee to exercise vested stock options during a “blackout” period imposed by the issuer pending restatement of its financial statements.
  • Hanna v. Abracon Corp., Orange County Superior Court Case No. 30-2011-0046 7995 (2012). Retained as expert consultant/witness for plaintiff, represented by Avner & Avner, to provide expert advice on a director’s duties and responsibilities under California law, including pursuing or refraining from pursuing corporate opportunities.
  • Diamond Environmental Services, LLC. v. Valenta, American Arbitration Association Case No. 73 180 Y 36822 08 (San Diego 2013). Retained as expert consultant/witness for plaintiff, represented by Siegel & Wolensky LLP, to provide expert advice on non-competition agreement and doctrine of contract repudiation.

EDUCATION

A.B., 1968 (with distinction), Stanford University
J.D., 1971 (Order of the Coif), Stanford School of Law
M.B.A., 1971, Stanford School of Business