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With more than 40 years of experience, James Kearns balances his practice between maritime finance and intellectual property transactions.

On the maritime finance side of his practice, Mr. Kearns regularly represents shipowners, operators, financial institutions (as both lessors and lenders) and end users in the purchase, construction and financing of vessels engaged in both the foreign and domestic trades of the United States. He began advising on maritime financing structures for oil tankers and other ocean-going vessels early in his legal career and expanded his focus to include inland waterway matters.

Today Mr. Kearns advises on purchase and sale transactions, construction contracts, lease and loan financings, preferred ship mortgages, bareboat charters, time charters, contracts of affreightment and vessel operating agreements. He has specialized experience structuring transactions under the provisions of U.S. law that allow foreign-source lease financing for vessels engaged in the U.S. coastwise trade, including lease financing with financial institutions in Japan, Canada and Switzerland.

Mr. Kearns is an officer and member of the Board of Directors of Inland Rivers, Ports & Terminals, Inc.

Mr. Kearns also represents and advises clients in the development, application, transfer and protection of their technology and intellectual property. These projects include a variety of technology transfer and licensing arrangements and research and development agreements for multinational corporations, academic institutions and independent research organizations in the United States, Canada, the United Kingdom, Europe, the Middle East and the Far East.

With an undergraduate degree in electrical engineering, graduate studies in biology and hands-on experience with computers and software, Mr. Kearns innately understands the business of information technology and biotechnology companies. In the areas of information technology and telecommunications, Mr. Kearns prepares and negotiates agreements for the development, licensing, distribution and implementation of computer software and network technology, integrated information technology systems, data processing service agreements, value-added reseller agreements and source code escrow agreements. For enterprises engaged in biotechnology and the chemical and physical sciences, he handles technology transfer agreements, contracts for sponsored and collaborative research and licensing arrangements for the commercial development of research discoveries.

Mr. Kearns’ practice also encompasses mergers and acquisitions, private placements and venture capital financing, joint ventures, strategic alliances, corporate governance, federal and state securities law matters, and other forms of business transactions for clients across multiple sectors.

Professional Affiliations

    • Officer and Board Member, Inland Rivers, Ports & Terminals, Inc.
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Representative Experience

Maritime Finance

  • Represented a multinational major oil company in the construction, leveraged lease financing, and chartering of two 390,000 dwt tankers for the carriage of crude oil in the U.S. foreign trade and two 190,000 dwt tankers for the carriage of crude oil from Alaska to California
  • Represented one of the largest U.S. inland marine transportation companies in the negotiation of master agreements with major oil refiners for the transportation of crude oil and refined products in the U.S. coastwise trade
  • Represented the charterer in the lease financing and chartering of ten 30,000-barrel tank barges for the transportation of refined petroleum products in the U.S.
  • Acted as special maritime counsel to a publicly held seller in the $550 million sale of its U.S. commercial marine transportation subsidiary
  • Represented the Singapore-based long-term charterer in the $55 million purchase and lease financing of a U.S.-flag vessel for subsea construction and field development works, deep water intervention tasks, flying lead installation and jumper installation
  • Represented an oil refinery in Hawaii in a dispute with the shipyard with respect to the construction contract for four oil tankers
  • Represented and advised vessel owners and charterers in the negotiation and analysis of bareboat and time charters for dozens of U.S.-flag towing vessels and hundreds of barges engaged in the U.S. coastwise trade
  • Regularly advise vessel owners, operators and charterers on the regulatory requirements of the U.S. Coast Guard, Customs and Border Protection, the U.S. Maritime Administration and the U.S. Army Corps of Engineers relevant to vessel ownership, documentation, financing, chartering and operation
  • Act on behalf of U.S.-based shippers in the review and negotiation of ocean carrier agreements with Asian, European and U.S. carriers
  • Advise and represent vessel owners, operators and charterers in determining types and coverage for hull, P&I, pollution and other insurance for vessel ownership, operation and use
  • Assist parties in negotiating the resolution of disputes under construction contracts, charters and financing agreements

Intellectual Property

  • Handled the intellectual property aspects of M&A transactions for publicly held companies that provide equipment and services for both wired and wireless telecommunications networks, including the supervision of intellectual property due diligence, the coordination of open source code software audits and the negotiation of representations, warranties and other IP-related provisions in the transaction documents
  • Drafted and negotiated numerous contracts for the development of software and other network technology and the inbound and outbound licensing of such technology in various usage models
  • Represented the Big Four accounting firms in a collaboration to develop a comprehensive database identifying the affiliation of corporate entities in order to comply with independence rules in the proposed provision of audit or non-audit services
  • Represented a closely held company that provided billing and customer care services and software to competitive local exchange carriers (CLECs) in its contracts with customers and vendors, in corporate governance matters and in its eventual acquisition by a private equity investment firm
  • Represented an overseas manufacturer of petrochemical products in drafting and negotiating license agreements with major U.S.-based chemical companies for the technology required to build and operate plants for the production of specified petrochemical compounds and related supply agreements and technology support services contracts
  • Advised a global consumer products company in its program for licensing its wireless power technology for application in other industries
  • Represented one of the founding multinational companies in forming the Wireless Power Consortium, including the adoption of its intellectual property policy for implementation of the Qi standard of wireless power, currently used in smartphone wireless chargers, major automobile brands and other applications
  • Represented a multinational toy company in assembling the licenses for video, audio, encryption and other technologies for the development of durable DVD player for children
  • Advised a global crop biotechnology company in its program of licensing in genetic intellectual property from academic and other research institutions for the development of specific crop traits
  • Advised an independent plant research institute on its collaborative and sponsored research agreements and its inbound and outbound licensing agreements for intellectual property in plant biology and assisted in the development of the institute’s intellectual property policy for its research scientists
  • Advised biopharmaceutical companies on the intellectual property aspects of their contracts for the manufacture and supply of active pharmaceutical ingredients to U.S. and foreign-based pharmaceutical companies