Education

Bar and Court Admissions

• Massachusetts Bar Association
• New York Bar Association
• Boston Bar Association
• American Bar Association
• U.S. Court of Appeals, Seventh Circuit Bar (1988)
• Northern District of Indiana Bar (1988)

Practice Focus

With a great depth of experience, Jamey has honed his practice in the areas of general business/corporate law, with a specialty in medical and technology transfer. In this respect, he has particular focus on a wide range of healthcare institutions and technology (bio and high tech) companies, as well as individual physicians and research scientists. In addition, Jamey has vast experience in the fields of contracts, commercial lending and securities law. Jamey advises clients on diverse and complex issues from organization, financing, business and intellectual property issues, through acquisitions and other exit strategies.

Notable Experience

Medical & Technology Transfer Group

Jamey has spent close to 20 years in a growing practice dedicated to serving a multitude of diverse clients in a number of business law endeavors and transactions.

Following are typical examples:

Jamey represents, as special outside counsel, a major Massachusetts Hospital Network (with Harvard-teaching Hospitals) in a variety of matters and transactions, including policy review and implementation, commercializing technology, licensing arrangements, clinical and sponsored research issues, and the review of consulting agreements for professional staff and employee members.

He also represents a major Harvard-teaching Hospital in the review and negotiation of numerous clinical trial agreements involving a variety of public and private pharmaceutical and medical device companies, as well as foundations and non-profit institutions.

Jamey has assisted in the representation of a major Boston hospital in its joint venture with another major Boston hospital and an HMO to capitalize and operate an ambulatory surgery center.

He has represented and advised several physicians and research scientists in all aspects of employment and consulting arrangements, including equity incentives and compensation, with public and private companies.

Business Transactions

Jamey has represented numerous buyers and sellers, as well as CEOs and other management individually, in a variety of purchase and sale transactions (including mergers, acquisitions and related restructurings) of private companies and divisions of private and public companies.

Jamey also has represented manufacturing companies in a variety of financing facilities to obtain working capital.

International biotechnology clients have sought the advice of Jamey, as outside general counsel, for their legal representation. In these situations, Jamey has managed numerous issues on various transactions, including, financings, mergers, licensing and sublicensing issues, and general business and contract issues. In one such representation, as outside general counsel, Jamey assisted his client, a specialized medical device company, in a merger with an international public company, which resulted in a significant gain to the stockholders of the client. In this capacity, Jamey managed the entire transaction, which included the resolution of many obstacles on the way to a successful result. Jamey continues to represent the company after a management buy-back of the company from the acquirer.

He has represented public companies and currently represents private business clients in revolving credit and term loan facilities.

Jamey has assisted in the representation of biotechnology clients in a wide range of cutting-edge transactions, including:

• initial public offering of over $14 million of common stock; second public offering of $39.2 million of common stock; and third public offering of $142.8 million of common stock, which then-represented the largest single offering of biotechnology stock.
• merger and acquisition activities, including the public registration of over $50 million of common stock and $5 million of warrants.
• private placement of $36.75 million of limited partnership interests in an R&D transaction and the licensing of the technology thereunder.
• $46 million stock and warrants off-balance sheet research and development subsidiary (SWORDS) transaction and registration of callable common stock and warrants.

In the firm’s representation of a State Commissioner of Insurance (as Receiver), Jamey has advised and represented the client on a wide variety of corporate issues involved in the sale of companies. Such representation included negotiations with an international syndicate of creditors, managing relationships with investment bankers, dealings with the Federal bankruptcy court and trustee, and advising on other general corporate, bankruptcy and securities matters. In this capacity, Jamey has also participated in the reorganization of several insurance company affiliates, including the sale of a major subsidiary and other general corporate and securities matters.

In the firm’s representation of a Foreign Superintendent of Insurance (as Liquidator) regarding the liquidation of a multinational insurance company, Jamey has spearheaded the sale of certain of the insurance company’s affiliates and assets. He has also advised the client on other general corporate, liquidation and securities matters related thereto.

Jamey has represented and advised publishing companies in a variety of transactions ranging from financing facilities to all aspects of various acquisitions.

General Business

Jamey represents, either individually, or in connection with ongoing transactions, senior management in their general employment relationship with companies, including employment and non-competition agreements, stock options, and personal guarantees.

He represents and advises start-up companies and single-member entities on all issues from formation to general contract law matters.

Background

Joined the firm in 1992; serves as Group Coordinator of the Medical & Technology Transfer Group

Following law school graduation, served as law clerk to the Honorable Kenneth F. Ripple, Circuit Judge of the U.S. Court of Appeals for the Seventh Circuit

Following the clerkship for Judge Ripple, joined the firm of Palmer & Dodge (now Edwards Angell Palmer & Dodge) in 1988 in the Business Law Department

Elected as a Massachusetts Super Lawyer

Professional Activities

• Past Co-Chairperson of the Committee on Enterprise and Commercialization of the ABA’s Section of Science and Technology
• Coordinated program presentations at several mid-year and annual meetings of the American Bar Association in Boston, New York, New Orleans and Chicago
• Past service on the Advisory Board of “Technology Development and Transfer Report”, a bi-monthly publication of the Civic Research Institute, Inc.

Publications

Issues Affecting the Transfer of Technology Owned by Medical and Academic Institutions (2005), published by Aspatore Books in the book titled, Inside the Minds: Winning Legal Strategies for Technology and e-Business – Leading lawyers in Development, Protection and Compliance.

Contributing Author, Business Transactions Powerlink,published by West Group in CD-ROM format.

Acknowledged Reviewer, Background Paper, Federal Technology Transfer and the Human Genome Project,published by the United States Congress Office of Technology Assessment)

Expanded Comment – The Consequences of Appealing Plea Bargain Agreements: Prisoners Face Increased Sentences on Retrial After Vacated Convictions, 43 Washington and Lee Law Review 556

Expanded Comment – Expanding the Automobile Exception: Fourth Circuit Upholds Warrantless Search of Parked Automobile Based Solely on Probable Cause to Believe Vehicle Contained Contraband43 Washington and Lee Law Review 577

Note – Down but not Out – The Lockup Still Has Legal Punch when Properly Used43 Washington and Lee Law Review 1125