James J. Mangan

My focus

General Corporate—Mergers & Acquisitions and Private Equity

I handle a full range of corporate transactions, including mergers and acquisitions, divestitures, joint ventures, financings, and complex licensing and commercial negotiations, as well as general corporate matters such as formation, governance, and employment. I provide practical advice to public and private companies, particularly in the technology and biotechnology spaces. I have advised on both traditional acquisitions as well as special purpose acquisition company (SPAC) business combinations.

I have formed private equity, venture capital, and hedge funds in both the limited liability company and limited partnership entity structures and advised on their capital raises.

Corporate Finance/Securities

I represent start-up and seasoned issuers, as well as private investors, in all manners of securities offerings, including initial public offerings (NASDAQ), private offerings under Regulation D (Series Seed through Series E), and crowd funded offerings under Regulation CF, Regulation D Rule 506(c), and Regulation A. I have experience in offerings of both tradition securities as well as digital, blockchain-based securities.

Intellectual Property/ Licensing/Technology

I negotiate and draft software and biotechnology licenses, master service contracts, SaaS agreements, website terms of use/privacy policies, and related agreements, and ensure that my corporate clients own the intellectual property created by their employees and contractors. I have provided my clients with strategies to preserve intellectual property rights while performing federal government procurement contracts, and I have advised clients with respect to information security requirements for Department of Defense vendors, including NIST 800-171 and related guidelines.

Looking ahead

Given the range of dry powder available to fund acquisitions, including the unprecedented number of SPAC that have been funded over the past several years, buyers are facing fierce competition for the best acquisition targets. However, every situation requires a bespoke solution, so on the sell side I often advise my clients that a SPAC can be an inappropriate partner for promising companies that may be several years away from generating positive cash flow. These circumstances create the possibility for value to be generated through partnerships between companies that are “on the cusp” and the right strategic acquirer or private equity fund with appropriate industry expertise. Part of my practice involves helping my corporate and private clients find the right match.