J.R.McHale

I’m John R. McHale.

I’m an attorney (general business counseling, M&A, venture formation and finance, commercial contracts, and technology transactions) who represents individuals and privately held businesses, including those operating in the fields of technology and media. I have a deep interest in internet law, tech and policy.

I am currently practicing with a law firm in Orange County, California. Formerly, I acted as outside general, securities and M&A counsel to a number of both public and privately held entertainment and media companies, and I hold degrees from Stanford University and The University of Chicago Law School. I am a member of the State Bar of California.

Away from work

LONGER BIO:

• After graduating from Stanford University and the University of Chicago Law School, I practiced corporate, M&A and securities law at the multinational AmLaw 100 firm Morgan Lewis & Bockius LLP.

• When two years later the opportunity arose, I joined a Southern California entertainment transactional law firm (Gipson Hoffman & Pancione P.C.) that was seeking an attorney to assist in its representation of the leading lights of the independent entertainment industry, including several publicly held NYSE, NASDAQ and OTC companies. We also aided some prominent creators with both their artistic and startup business ventures. I subsequently became a stockholder in the law firm and member of its management.

• In the course of my practice, I assisted production, distribution, licensing, exhibition, and broadcast entities, not only with day to day, operational legal needs but also with financings, M&A transactions, and regulatory compliance. I helped companies raise monies through equity and debt offerings in the public markets and in private securities transactions. Another facet of my work involved assisting clients in structuring and negotiating financial and strategic ventures with large multinational media and communication companies, such as Disney, Sony, and Canal+. I also helped negotiate and document the buying and selling of large collections of intellectual property assets, as well as hard assets, such as manufacturing assets, production studios, and exhibition venues.

• After extensive consolidation in the independent filmed entertainment industry, I established my own practice, with an increasing focus on technology and entrepreneurial ventures, such as software companies and developers, content creators, and startup entrepreneurs.

• After winding down my practice during the pandemic, I worked with Bagchi Law, PLLC, a North Carolina Research Triangle boutique law firm on technology transactions (including SaaS) and agreements (including IP licensing and distribution agreements), M&A, private securities transactions (convertible notes, SAFEs, preferred stock, membership interests), MSAs/SOWs, and general corporate matters for primarily technology related clients.

• In 2022, I joined Brown & Streza, LLP in Orange County, California, where I have been advising the firm’s core clients – high net worth businesspersons and families, as well as charitable organizations – with respect to their businesses and investments, including exit transactions.

REPRESENTATIVE TRANSACTIONS:

• Represented EDA (electronic design automation) software company in its acquisition of the assets of another software entity and in the later sale of the combined entity to a Fortune 500 company.

• Represented sell-side manufacturer in cross-border private equity transaction, including e.g., rollover equity, equity earnout, seller takeback note, and management incentives (in addition to term sheet/purchase agreement).

• Represented ultra-high-wealth family office in structuring pooled investment vehicles and review of related investments in venture capital and private equity funds.

• Represented communications and media firm in the exit of co-owner and the contemporaneous ownership transition agreement from remaining owner to multiple employees.

• Represented prominent individual in endorsement agreement, including related equity incentives.

• Represented an app-based retailer in its asset sale exit to a competitor.

• Represented first the target and then the surviving publicly-held entity in an early SPAC transaction.

• Represented a client in equity investment in and accompanying loan to a developer of specialty camera-related technologies.

EXPERIENCE:

• I have a breadth of experience aiding businesses with their day-to-day legal needs throughout their lifecycle – from formation through business growth and expansions, financings, then exit or ownership succession. I also assist businesses with non-ordinary course transactions, including equity and asset purchases and sales, mergers and acquisitions, and dissolutions, as well as with agreements resolving business disputes.

• In my practice, I structure, draft, review and negotiate a wide variety of business agreements and documents, including, among others:

– All manner of commercial contracts, entity formation documents (including shareholder agreements, buy-sell agreements, and limited liability company operating agreements), joint venture and strategic partnership agreements, promissory notes, security agreements, settlement and release agreements, MSAs/SOWs, consulting and employment agreements (including C-suite), management incentives, confidentiality agreements, and proprietary information and inventions agreements.

– M&A and related agreements, including, e.g., equity and asset purchase agreements, term sheets, NDAs, restrictive covenant agreements, rollover equity, equity earnouts, seller takeback notes, management agreements and incentives.

– Investment-related agreements on behalf of private issuers and investors, including private placement memoranda and similar offering and disclosure documents, subscription agreements, investor questionnaires, and other Regulation D offering materials, convertible notes, SAFEs, investments in venture capital and similar funds, series preferred, and other investment related agreements including those based on NVCA and similar forms.

– Technology agreements (including SaaS) and IP agreements, including licensing and distribution agreements, as well as purchase and sale agreements.

• I’ve counseled management and boards of privately held, pre-IPO, and public companies on legal, business and strategic matters, fiduciary duties, public policy and regulatory matters, and pre-litigation dispute resolution. When requested by clients, I can provide advice as a “devil’s advocate”, vetting business strategies and initiatives. I also diligence business opportunities.

• On behalf of clients, I interact with governmental agencies, such as the SEC and state blue sky authorities, on regulatory and compliance matters.

• As needed, I work closely with specialty counsel, such as tax, litigation, and IP advisors. I’ve managed large projects and large teams of lawyers, including in-firm and outside legal, finance, and accounting specialists.

MY WEB PRESENCE AND TECH TOOLS:

• I am currently working on a hybrid basis and worked for many years primarily with a “virtual office”, using online communication and collaboration tools. I have a deep interest in tech law and policy. I have maintained my linkblog (since 2007) focused on law of the internet and emerging tech, and a
twitter list “tech.net policy + law” (since 2008). I also maintain a list of internet law and related emerging tech resources.

• I’m a believer in open, decentralized technology. I’m also an early tech adopter a/k/a “tech junkie”. Where practicable, I use open source, cross platform, and inter-operable tools. I prefer writing and drafting in a generally minimalist, focused writing environment such as Obsidian, Zettlr, or IA Writer and formalizing drafts in Libre Office, Microsoft Word, Google Docs, or various other collaborative writing environments as needed. This website utilizes WordPress, and it is set in the fonts MarkComp-Medium (text) and Arnhem (headings).

CONTACT:

Email: law@jrmchale.org
Phone: 1.213.537.5260

Important Disclaimer: I do not become your attorney and you do not become my client merely because you read something on my website, send me an email or otherwise contact me. Also, as a general matter, email that is not securely encrypted is not a secure medium for communication. My PGP public key:
Do not send me any confidential information unless and until I expressly tell you, in writing and in advance, to do so, even if you are using a secure medium to contact me. I do not agree to keep unsolicited confidential information private and confidential.