James McCaffrey
E-mail: jim@jamesmccaffrey.comLOCKHEED CORPORATION, Senior Staff, 1985-1988
Based at the pre-merger Lockheed corporate headquarters, I reported to the Director of Diversification and the Vice-President, Corporate Development.
Corporate Venture Capital. Joined this program in 1985 when one investment had been made. Had a central role in the development of the program and eight additional investments. Results: Four portfolio companies went public, one was acquired, and one failed eight years later.
Created a system for tracking a $50+ million portfolio. Monitored individual companies.
Screened potential deals and visited companies to evaluate management. Prepared business evaluations, made investment recommendations and drafted term sheets. Assisted with technology licenses and technology transfer agreements.
Structured deals: various devices including preferential voting rights, special registration rights, put options, and sophisticated buy-back arrangements. Negotiated securities purchase agreements and conducted investment closings. Independently worked one investment from sourcing to closing.
Developed funding and capital restructuring plans with co-investing venture capitalists. Devised strategies for portfolio company Board and shareholder meetings. Participated in portfolio company Board meetings. Assisted with Lockheed and VC investor response to management problems at a portfolio company. Was described by the Director of Diversification as "…one who solves particularly thorny problems."
Acquisitions/Divestitures. All initial acquisition analysis for Lockheed Corporation. Financial and strategic analysis in mid-to-large acquisitions.
Lead role in four small deals: Coordinated operating company and group management efforts in due diligence, financial and strategic evaluation, and bid strategy and offer price. In the absence of the Director of Diversification, recommended bid to Senior Management and transmitted the Corporation's offer to the investment bankers.
Chaperoned sale of internal technology to investor group. Valued subsidiary for divestment and analyzed management buy-out potential. At a conference of senior management, operating management, and planners, made a presentation on the "Economic Rationale of Acquisitions".
Strategic Planning. Reviewed issues in an alphabet stock proposal and financial and strategic issues in a reverse acquisition scheme and a satellization (partial spin-off) proposal.
Strategic and free cash flow analysis of major competitors. Assisted in the development of the corporate strategic plan. Special projects for the VP Corporate Development.
GRAHAM & JAMES, Associate Attorney, 1988-1990
Large firm (then 46th in the US) corporate associate with transactional experience in corporate law, commercial law, and bankruptcy:
Corporate. Lead attorney in several small partial acquisitions and involved in larger asset and stock acquisitions. Start-up company work. Negotiated and drafted stock purchase, shareholder, and ancillary agreements. Roll-up mergers of subsidiaries of major corporations. Various corporate dissolution, reorganization, and on-going maintenance work.
Commercial. Various secured financing and loan agreements. Real estate options, purchase agreements, and partnership management agreements. Franchise law issues. Regulatory issues. Software license agreements. Patent license agreements.
Bankruptcy and Reorganization. Negotiated/drafted numerous assignments of commercial leases for corporation in Chapter 11. Work-out/foreclosure negotiations and settlements.
After the sale of assets of a corporation in Chapter 11 had bogged down due to a lack of focus on the ultimate objective, I was tasked by the Managing Partner to ensure closure of the sale. Working with the head of the Bankruptcy Group, the Trustee, and buyers, I solved problems among these individuals, got the deal back on track, and closed. As a result the firm was paid $1.5 million for its eighteen months of work, otherwise it would have received nothing.
In-house lawyer for the Marshall Islands in its third Compact bond issue (approximately $40,000,000). Responsible for all legal elements of that bond issue and advised on pricing and issuance timing. Reviewed separate bond issue by a government agency.
Assisted in drafting a proposed Bankruptcy Code for the Marshall Islands. Drafted legislation for co-operative corporations to encourage economic development in the outer (undeveloped) islands. Drafted tax legislation and regulations.
JAMES McCAFFREY PROFESSIONAL CORP., Principal, 1992-Present
Resident in the Marshall Islands and Micronesia until 1995, then West Coast-based.
General business practice, 1992-Present. Advised corporations investing in the Marshall Islands and Micronesia in air transportation, offshore banking, wholesale and retail, fishing and marine resources, and construction. Bond counsel in small ($7,000,000) 1999 bond refinancing.
U.S. Federal Court Litigation, 1995-2000. Lead counsel to the Kwajalein Atoll Development Authority in a commercial dispute brought in the U.S. District Court in Hawaii. Defended an appeal from that suit in the Ninth Circuit. Negotiated favorable settlement for client.
Minister of Finance and Marshall Islands Cabinet, 1999. Advised on or drafted legislation to eliminate obsolete government departments and consolidate funds, privatize the national telephone company, boost tax compliance and streamline collection of import duties, and reform securities laws to allow freer transfer of shares and to encourage investment.
Other
NATIONAL UNIVERSITY, Adjunct Instructor in Finance, 1984-1987
After my MBA and during my last year and a half in law school, I taught thirteen (13) quarter-equivalent undergraduate courses in college mathematics, economics, and finance. After law school, I taught eleven (11) undergraduate and graduate evening courses in finance, including two graduate case-orientated courses.
UNITED STATES MARINE CORPS, Tank Officer, 1976-1981
Education
Juris Doctor, University of San Diego, 1985
AmJur Awards (highest grade in class) in Contract Law, Commercial Paper.
Subsequent Bar Admissions: State Bar of California, Northern Marianna Islands, Marshall Islands, and Micronesia. U.S. Court of Appeals for the Ninth Circuit. U.S. District Courts for the Districts of Hawaii, Northern Marianna Islands, Central and Southern District of California.
Master of Business Administration, University of Southern California, 1983
Dean's list, three semesters. 3.7 GPA (top 5% of class). Academic merit scholarship, 2nd year. Elected to Beta Gamma Sigma national business honor society.
Concentration in Finance and Business Economics. Graduate Teaching Assistant, Finance. Research Paper: "A Comparison of the Leading Legal and Financial Valuation Models".
Bachelor of Arts, Psychology, University of Southern California, 1976