Jim has been an attorney with Ryley Carlock & Applewhite since 1974 and serves on the firm's Executive Committee. His practice focuses on securities, business transactions and employee benefits law, and includes regulatory representation before the Arizona Securities Division of the Arizona Corporation Commission, the Arizona Department of Financial Institutions, and the Arizona Department of Insurance. He has also lectured at numerous continuing legal education programs for the Arizona State Bar.
Jim's experience includes the preparation of Securities and Exchange Commission ("SEC") registration statements (Forms S1, S2, S3, S4 and S8) for initial and follow-on public offerings; the preparation of SEC Forms 8-K, 10-Q, and 10-K; and preparation of and consultation regarding proxy materials, including routine proxy solicitations and merger and acquisition proxies. Jim also has experience negotiating and preparing merger and acquisition documents for both buyers and sellers; executive employment agreements; executive compensation programs, including supplemental executive retirement plans (top-hat plans); stock option programs; phantom stock plans; deferred compensation plans; and long-term incentive performance plans. Jim has counseled boards of directors for both for-profit and non-profit entities and provided advice relating to fiduciary obligations and conflicts of interest.
Jim is experienced in insurance and banking law, including the formation and licensing of insurance and reinsurance companies and banks and providing counseling concerning the regulation of banks and insurance companies.
While in law school, Jim served as Articles Editor of the Arizona State Law Journal. Recent publications include:
"SEC Issues Proposed Rules Intended to Protect Investors and Gather Additional Information in Connection With Permitting General Solicitation," Ryley Carlock & Applewhite Client Alert, October 2013
"Self-Directed IRA's: Caution Required," Ryley Carlock & Applewhite Client Alert, July 2013
"Securities Law Update: SEC Requires Electronic Filing of Form D," Ryley Carlock & Applewhite Client Alert, March 2009
"SEC Adopts Significant Revisions to Rules 144 and 145," February 2008
"U.S. Securities Law Developments: Important and Information for Advisers to Start-ups and Small Companies to be Proposed Amendments to Forms S-3 and F-3 and Rule 144," International Lawyers Network Publications, November 2007
"State Corporate Law Comparisons of Delaware, Arizona and Nevada," International Lawyers Network Publications, November 2007
"International Financial Reporting Standards," International Lawyers Network Publications, November 2007
Selected Tax Aspects of Real Estate Transactions
Fiduciary Responsibility Under ERISA—An Update
Plan Terminations and Conversions Under ERISA
Jim is a frequent lecturer on various tax matters for the Arizona State Bar Continuing Education Programs. Other speaking engagements include:
"Securities Aspects of Real Estate Syndication," Realty Seminar Institute
Phoenix Tax Workshop
- American Bar Association
- Arizona Town Hall
- The Foundation for Senior Living, Vice Chairman
- Phoenix Art Museum Men's Art Council, Past President and 1999 Cowboy Art Sale and Exhibit, Chairman
- Phoenix Tax Workshop, past member Board of Directors
- Western Art Associates
- Western Pension and Benefits Conference, Phoenix Chapter, Past President
Jim has been recognized by Chambers USA and by Best Lawyers in America®, both since 2005.