James A. Mercer III practices in the area of corporate law, with an emphasis in representing emerging growth companies in securities and mergers and acquisitions. Mr. Mercer assists clients in financing their business through seed capital, venture capital, IPOs, reverse mergers, PIPES, and secondary offerings. He regularly counsels publicly traded companies in matters of SEC compliance including quarterly and annual reports, proxy statements and solicitation, tender offers and going private transactions. He also assists clients in the acquisition or sale of their business. He has worked on numerous merger and acquisition transactions involving both public and private companies and a wide range of transaction structures. Prior to joining Duane Morris, Mr. Mercer was general counsel and chief financial officer of a publicly traded telecommunications software company.

Mr. Mercer is a graduate of the University of Southern California Law Center (J.D.), California State University Fullerton (M.B.A.) and the University of California at Los Angeles(B.A.).

Representative Matters

SEC Matters

$13 million PIPE transaction involving Series A Convertible Preferred Stock
$8 million PIPE transaction involving 6% Original Issue Discount Convertible Debentures.
SEC compliance for AMEX listed manufacturer of wireless telecommunications equipment.
$4 million PIPE transaction involving Convertible Promissory Notes.
Reverse merger for Bulletin Board listed satellite-based asset tracking company.
Reverse merger for Bulletin Board listed videoconferencing company.
$20 million PIPE transaction involving discounted Common stock.
Initial Public Offering for restaurant services company.
Initial Public Offering for environmental services company.
Going private transaction for publicly traded subsidiary of Nasdaq listed apparel company.
Secondary public offering for office products supply company.

Venture Capital

$9 million Series A Preferred Stock round for contact lens technology company.
Angel Round for software security company.
$2 million Series A Preferred Stock round for medical services company.
$14 million Convertible Debt Bridge financing for venture backed software company.
$7 million Series A Preferred Stock round for IP software company.

Mergers & Acquisitions

Acquisition by publicly traded videoconferencing company of VoIP service provider in $36 million triangular merger.
Acquisition by Nasdaq listed apparel manufacturer of trademarks and home décor business to expand product offerings.
Sale of telecommunications repair company to NYSE listed telecommunications infrastructure manufacturer.
Representation of AIM listed U.K. Company in the acquisition and license of U.S. based technologies.
Representation of regional brokerage firm in sale to national securities and insurance company.
Counsel to NYSE listed REIT in purchase of hospital properties and related assets.
Negotiation and execution of international manufacturing agreements for sale and service of telecommunications products in Asia and South America.
Strategic alliance agreements between a technology startup and Fortune 1000 companies in semiconductor, computer, telecommunications and defense contracting industries.

Professional Activities

San Diego Corporate Finance Council
- Member, 2003-present
- Program Chair, 2005-2007
San Diego Telecommunications Council
- Member, 2003

Admissions

California

Education

University of Southern California School of Law, J.D., 1989
California State University - Fullerton, M.B.A., 1986
University of California, Los Angeles, B.A., 1983

Experience

Duane Morris LLP, San Diego, California
- Partner, 2007-present
- Special Counsel, 2004-2006
Wave Three Software, San Diego, California
(Formerly TeraGlobal Communications Corp.)
- Chief Financial Officer/Chief Operating Officer, 2002-2004
- Executive Vice President and General Counsel, 1999-2002
Luce Forward Hamilton & Scripps, LLP, San Diego, California
- Partner, 1998-1999
- Associate, 1994-1998
O'Connor Cavanagh, Nogales, Arizona
- Associate, 1991-1994
Ervin, Cohen & Jessup, Beverly Hills, California
- Associate, 1989-1991

Civic and Charitable Activities

Julian Union High School District, Julian, California
- School Board Member, Clerk, 2002-present

Selected Speaking Engagements

Co-speaker, "What Every GC Should Know About Shareholder Activism," ALM?s 5th Annual General Counsel West Coast Conference, San Francisco, California, November 15, 2007