About

Practical and responsive corporate and commercial transactions lawyer with over 13 years of experience, including 10 years at 200-lawyer firm where I served as Partner and Co-Chair of the firm’s International Practice Group. I was named as a Super Lawyers’ “Rising Star” by Thomson Reuters in 2012, 2013, and 2014.

I regularly advise my clients on (i) forming new entities, including corporations, partnerships, LLCs, series LLCs, joint ventures and strategic alliances; (ii) startup and private equity financings, including SAFEs, convertible debt, preferred stock and other securities; (iii) mergers and acquisitions, conversions, equity exchanges, restructuring and recapitalizations; (iv) commercial agreements for business, including new media, technology, software (including SaaS), training systems, entertainment, marketing, sponsorship, consumer products and manufacturing; (v) employment agreements, consulting agreements, equity incentive plans and phantom stock/unit plans; and (vi) corporate governance, risk management and regulatory matters.

I am a licensed attorney in Washington and Texas, and I am fluent in Spanish.

I publish my articles on both LinkedIn and Exhibit 10.  My selected deal experience may be viewed here.  

Experience

The following are selected examples of my experience:

Commercial Contracts and Licensing

• Media rights, live stream, license, sponsorship, sponsorship sales, consulting, production, vendor/supplier and all other agreements for the organization, promotion, performance and broadcast of one of the world’s largest music festivals.
• Sponsorship, event production and vendor agreements for an emerging fitness festival.
• License and supply agreement for an emerging biotech company with a medical food product.
• Consulting agreements for a sponsorship, experiential marketing and talent representation agency.
• Trademark license and related agreements to exploit the sports brand portfolio of a private equity fund.
• SaaS for a technology company with a proprietary cloud-based human resources analytics product.
• Revenue sharing and live-stream event promotion agreement for the digital broadcast of a major music festival.
• SaaS, developer and other click-wrap and browser-wrap agreements for a financial services software company.
• End-user and enterprise license agreements for a document management software company.
• Athlete representation agreements for a professional sports talent agency.
• International license and distribution agreements for an emerging cosmetics company.
• International license and distribution agreements for a security and detention product manufacturer, including software licenses for proprietary electronic security system.
• Patent license and supply agreements for a proprietary heat transfer/ink technology company and Fortune 100.
• Contests and promotions for a publicly-traded construction products company.

Acquisitions

• Indoor skydiving company in the acquisition of substantially all of the assets of a franchisee.
• Manufacturing company in a $10 million bid for the assets of a competitor.
• Management in a $1.5 million buyout of a cable company.
• Publicly-traded oil and gas company in a $2.5 million sale of pipelines, real estate and related assets for the transport of natural gas from Texas to Mexico.
• Medical products distributor in the U.S. in the acquisition of a Mexican medical equipment company.
• Real estate private equity fund in a $5 million acquisition of a Texas real estate partnerships.
• High-net-worth investor in an acquisition of Nicaraguan coastal real estate and subsequent joint venture to create first branded luxury resort in Nicaragua.
• Private equity fund in a $2 million acquisition of Costa Rican resort properties.
• Publicly-traded cookware manufacturer in a $23.4 million acquisition of the largest aluminum smelter and rolling mill in Mexico.
• Publicly-traded pawnshop operator in its entry into the Mexican market with a $14 million acquisition of a Mexican pawnshop chain.

Startup and Private Equity Financing

• High-net-worth investor group in a $1 million investment in a technology startup with warrants to acquire up to $2 million of additional equity. 
• Various startup companies in structuring and formation, issuance of founder’s stock, angel and follow-on financings (including seed equity, convertible debt and SAFEs), equity incentive plans and employment and consulting agreements.
• Cannabis-focused private equity fund in a $1 million common unit financing.
• Angel investor in a $250,000 investment in a SaaS technology startup.
• Green technology company in several rounds of private placement financings totaling $18 million.
• Oil and gas-related technology company in a $3 million investment (including warrants to purchase additional equity) by a nationally-recognized private equity fund.
• Private equity fund in a $3.5 million investment in a start-up company with patents relating to energy conservation.
• Venture capital fund in the restructuring of the fund in anticipation of the exit of a successful investment, including the formation of a parallel fund and the documentation of an exchange offer by the fund to its investors.

Joint Ventures

• Joint venture agreement between a global entertainment company, an entertainment-focused private equity fund and a Canadian-based global performing arts company.
• Developer in various joint venture agreements (LPs and LLCs) to acquire and develop commercial real estate, including a $23 million shopping mall acquisition.
• Publicly-traded seismic services company in a joint venture involving assets in Bolivia, Colombia and Peru.
• German automobile equipment manufacturer a joint venture with a U.S. company for the development, licensing, manufacture and distribution of automobile equipment in the Americas.
• High-net-worth developer in a joint venture with a REIT for the acquisition and development of Mexican urban and coastal real estate.
• A publicly-traded Mexican media, content and telecommunications company in a joint venture with InterMedia Advisors LLC.

Real Estate

• Credit union in numerous acquisitions and sales of commercial real estate, ranging from raw land to pad sites to existing buildings, including related development agreements, easements and restrictive covenants.
• Various private developers and investors in the acquisition, development and sale of commercial and residential real estate.

Education

Tulane University Law School
J.D., 2004; Tulane Journal of International and Comparative Law, Associate Business Editor; Moot Court Board, Public Relations Chair; Moot Court Team, Coach.

George Washington University
M.A. International Affairs, 1999

University of Colorado at Boulder
B.A. International Affairs & Spanish, 1997

Bar Admissions

Texas, 2004; Washington, 2015

Recognition

Super Lawyers’ Rising Star by Thompson Reuters, 2012, 2013 and 2014.

Contact

175 Parfitt Way SW, Suite N290                  
Bainbridge Island, WA 98110                    
Tel: (206) 780-6771                                     
Email: john@jmdorsey.com