John W. Kauffman focuses his practice on corporate and partnership law and securities regulation, with an emphasis on mergers and acquisitions, Sarbanes-Oxley guidance, public and private equity financings, and bank and insurance company regulation. His practice includes counseling public companies and their management regarding ongoing compliance issues under the securities laws.
Mr. Kauffman brings to his clients a unique knowledge of Pennsylvania's corporation law. For more than 10 years, he has been a member of the Title 15/Business Associations Committee of the Section on Business Law of the Pennsylvania Bar Association. Mr. Kauffman is also former chair of the Philadelphia Bar Association's Securities Regulation Committee.
Mr. Kauffman is a 1986 graduate of the University of California at Berkeley--Boalt Hall School of Law, a graduate of the University of California at Los Angeles, where he earned a master's degree, and a graduate of The Pennsylvania State University.
Areas of Practice
- Business Corporation Law
- Securities Regulation
- Mergers and Acquisitions
- Represented Strata Skin Sciences, Inc. (SSKN: Nasdaq), a dermatology and plastic surgery company, in a $17 million common stock financing led by Accelmed Growth Partners, an investment firm focused on medical technologies, which resulted in the appointment of a new CEO and a restructuring of the Board of Directors.
- Represented Celator Pharmaceuticals, Inc. (NASDAQ:CPXX) in a follow-on underwritten public offering of four million shares of common stock at a price of $9.50 per share, with expected gross proceeds of $38 million.
- Represented a publicly held insurance company in resolving a 10-year effort by a dissident stockholder seeking to acquire control of the company from its leadership. As part of the company's repurchase of the shares held by the dissident stockholder, he has agreed to refrain from any further attempt to control the company for 25 years.
- Represented MELA Sciences, Inc. (NASDAQ:MELA) in its purchase of the XTRAC and VTRAC Dermatology business from PhotoMedex, Inc. for $42.5 million in cash and the assumption of certain business-related liabilities and the related financing with institutional investors consisting of a private placement of $42.5 million aggregate principal amount of senior secured notes and convertible debentures and warrants to purchase 3.0 million shares of common stock.
- Represented Inovio Pharmaceuticals, Inc. (NYSE MKT: INO) in its public offering of 10.925 million shares of its common stock for total gross proceeds of $87.4 million.
- Represented Inovio Pharmaceuticals, Inc. (NYSE MKT: INO) in an underwritten public offering, the gross proceeds of which were approximately $64 million.
- Represented Inovio Pharmaceuticals, Inc. with regard to a collaboration agreement, and related securities law matters, with Roche to research, develop and commercialize Inovio's highly-optimized, multi-antigen DNA immunotherapies targeting prostate cancer (INO-5150) and hepatitis B (INO-1800) as well as use of Inovio's CELLECTRA® electroporation technology for delivery of the vaccines. The deal called for Inovio to receive an up-front payment of $10 million, as well as milestone payments of up to $412.5 million.
- Represented REIT in $90 million 144A convertible senior note offering.
- Formation of an insurance exchange in Pennsylvania for medical professional liability insurance coverage.
- Advising public companies, boards of directors and management regarding various aspects of corporate governance requirements under the Sarbanes-Oxley Act of 2002 and the rules of the New York Stock Exchange and Nasdaq.
- Private placements and financings for early and later stage companies.
- Development of corporate takeover defenses, including stockholder rights plans.
- Supreme Court of Pennsylvania
- University of California, Berkeley, School of Law, J.D., 1986
- Duane Morris LLP
- Partner, 1997-present
- Associate, 1986-1997
- Pennsylvania Bar Association
- Title 15/Business Associations Committee of Section on Business Law
-- Member, 2005 to present
- Business Law Section Council
-- Member, 2015 to present
- Philadelphia Bar Association
-Securities Regulation Committee
--Vice Chair, 2001
Civic and Charitable Activities
- Elder, Wayne Presbyterian Church
- Contributor, Duane Morris Capital Markets Blog
- Co-author, "U.S. Financial Reform: The Volcker Rule and Improvements in the Regulation of Banking Entities and Nonbank Financial Companies Supervised by the Board of Governors of the Federal Reserve System," Duane Morris Alert, August 24, 2010
Selected Speaking Engagements
- Speaker, "Raising Capital, Sensitive Disclosure Issues and Federal Securities Laws," ParenteBeard "Hot Topics in Insurance" Seminar, Paoli, Pennsylvania, September 19, 2012
- Speaker and Moderator, "Certification Requirements of CEOs and CFOs in Connection with Public Company SEC Reports, Changes Related to Audit Committees and Independent Auditors, Accelerated Section 16 Reporting Requirements and Other Issues Relating to Corporate Governance and Loans to Insiders," roundtable discussion sponsored by the Philadelphia Bar Association, Philadelphia, Pennsylvania, September 26, 2002.
- Speaker and Moderator, "Convergence of Banking, Securities and Insurance Industries Under Gramm-Leach-Bliley," sponsored by the Securities Regulation Committee of the Philadelphia Bar Association, Pennsylvania Bar Institute and the Philadelphia Bar Education Center, Philadelphia, Pennsylvania, November 1, 2000
- "Fundamental Changes in Regulation of Communications in Business Combination Transactions and Proxy Solicitations," Pennsylvania Bar Institute's 3rd Annual Federal Securities Law Forum, Philadelphia, Pennsylvania, April 7, 2000 and Pittsburgh, Pennsylvania, April 13, 2000
- Speaker, "What Is a Security" in seminar on Securities Law for Non-Securities Lawyers, sponsored by the Securities Regulation Committee of the Philadelphia Bar Association, Philadelphia, Pennsylvania, September 14, 2001