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James K. Dyer
3425 Brookside Road
Areas of Law:
Banking/Financial Institutions, Corporate, Intellectual Property, Mergers and Acquisitions
Admitted to Practice in:
California, Texas (Inactive)
Jim Dyer is a partner in the Corporate, Securities and Taxation practice at Downey Brand. For two decades, Jim has advised private and public companies on legal matters in connection with their formation, financing, acquisition and operation, including corporate, banking, securities, taxation, intellectual property, dispute resolution, real estate and employment law. Before joining Downey Brand, Jim worked as an attorney with a national law firm and as senior corporate counsel for a large, regional, publicly-held bank holding company. He began his professional career as a Certified Public Accountant. Jim is the former chair of Downey Brand's corporate practice, an appointed member of the Executive Committee of the Business Law Section of the State Bar of California and has served appointed terms with the Corporations Committee, Financial Institutions Committee and the Agribusiness Committee of the Business Law Section of the State Bar of California.
Negotiation of mergers, acquisitions and divestitures of financial institutions, including whole bank acquisitions, branch purchases and sales, loan portfolio purchases and sales, and the sale of a corporate trust department.
Advised de novo bank with respect to its formation and initial public offering.
Preparation of securities disclosure documents, including registration statements, proxy statements, annual and quarterly reports, and information statements filed with various regulatory authorities, including the Securities Exchange Commission.
Preparation and negotiation of corporate applications with federal and state regulatory agencies, including the FDIC, Federal Reserve, the OCC and the Department of Financial Institutions.
Negotiation of multi-million dollar hardware and software acquisitions and outsourcing arrangements for large financial institution.
Represented financial institution in $250 million note purchase.
Represented financial institution in the purchase of a $5 million participation in a $25 million construction financing.
Development of multi-state leasing and lending programs.
Negotiation of affiliations with various companies, including leasing, finance and mortgage companies.
Broad familiarity with federal and state banking, securities and insurance laws and regulations.
Advise clients on corporate governance matters.
$5 million private offering of securities to a single investor in a venture capital transaction.
Restructure of a $30 million farming and real estate development business.
Sale of the principal asset of a software company.
Sale of substantially all of the assets of a manufacturing company.
Purchase of substantially all of the assets of a multi-state trucking company.
Purchase of an assisted living facility.
Conversion of a surgery center to a general acute care hospital.
1031 exchange transactions.
Development of an incentive stock option plan, deferred compensation plans, and accident and health plans.
Former Senior Corporate Counsel to Compass Bancshares in Birmingham, Alabama.
San Joaquin Business Council, Board Member
State Bar of California, Business Law Section, Executive Committee, Former Appointed Member; Financial Institutions Committee, Former Appointed Member; Corporations Committee, Former Appointed Member
San Joaquin County Bar Association, Member
Texas Tech University School of Law (J.D., 1990)
San Joaquin A+, Co-Chair