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Ray is a seasoned, problem-solving corporate lawyer, with over 35 years of experience helping clients achieve their business goals by providing practical solutions to their commercial issues, while deploying the technical expertise that such areas as securities law, acquisitions, and intellectual property licensing require. Ray’s clients have ranged from individual entrepreneurs and investors, venture capital and hedge funds, technology start-ups, substantial privately-held institutional and family businesses and the largest publicly-traded companies. Ray concentrates his practice in mergers and acquisitions, capital raising, entity formation and securities law compliance, licensing of software and other intellectual property (including SaaS – “Software as a Service”), and other general commercial law, including employment agreements and independent contractor hiring, equipment financing and long-term supply arrangements. He has been listed in the London-based “Chambers USA Guide” as a leading lawyer for corporate, mergers and acquisitions and securities law for Pennsylvania, from 2012 through 2018, which reported a 2014 interview in which Ray’s clients told Chambers: “He did a magnificent job; he produced a great work product efficiently, in a timely manner and at an appropriate cost.”
Particular industry engagements have included companies operating in many diverse areas, such as enterprise software and smartphone applications, life sciences, and many consumer products (in such areas as electronics, food and beverages, wine and spirits and a wide array of medical devices and most recently, medical marijuana). Ray also has experience in industrial component production, defense contracting, mining and real estate development. A substantial portion of Ray’s practice involves representations of non-U.S. individuals and entities that do business or acquire assets in the United States, as well as transactions for U.S. companies that involve significant cross-border elements, with experience in M&A and securities work in the U.K., France, Japan, China, Poland, Russia and South America.
Ray has also served as lead counsel for issuers and underwriters for initial public offerings and secondary public offerings on the NYSE and the Nasdaq Stock Market, as well as all manner of private placements, under both U.S. SEC-issued Regulation D for U.S. domestic offerings and Regulation S for off-shore offerings, including preferred stock, founders’ stock, convertible debt, complex LLC operating agreements and stock options, together with private investments in public equity (“PIPES”). He has also counseled public company clients and special committees of their boards regarding aspects of ongoing securities law reporting compliance, including Sarbanes-Oxley, and corporate governance on such issues as consideration of management or competing bidder buyout bids and advice to audit and compensation committees.
Prior to arriving at Baer Crossey McDemus, Ray was a law firm partner for over 20 years, at the large Philadelphia-based law firms of Saul Ewing, Ballard Spahr and Wolf Block, and previously practiced law in New York, at Shearman & Sterling and the New York office of Washington, DC-based Covington & Burling. He is admitted to the bars of Pennsylvania, New Jersey and New York.
- Columbia Law School, New York, NY, J.D. 1982, Chancellor Kent Scholar (“highest honors,” for third year) Harlan Fiske Stone Scholar (“very high honors”, for first and second years)
- Yale University, New Haven, CT., B.A., 1979, magna cum laude, Economics & Political Science.
- Served as lead counsel for the successful sale by holding company for Micro-Coax, Inc., a prominent global supplier of high-performance, high frequency coaxial wire and cable and cable assemblies used in military and industrial applications, in a sale valued in excess of $75 million, to a division of Carlisle Companies Incorporated (NYSE: CSL). Previous long-term primary outside counsel to Micro-Coax, in asset acquisitions of Illinois-based component supplier and of a specialty fiber division of E.I. Du Pont de Nemours, Inc. and proposed acquisition of California-based manufacturer of cell phone components, together with general corporate work, including major equipment purchases and preparation of standard form terms and conditions of purchases and sales.
- Long-term private equity counsel to one of the founders of Monetate, Inc., an e-commerce leader with net-based products for multi-channel personalized digital experiences for highly recognized consumer brands, including such customers as QVC, The North Face and Sur la Table.
- Represented Wyborowa SA of Warsaw, Poland (a subsidiary of the French firm Pernod-Ricard, S.A., owner of such brands as Chivas Regal, Absolut and the largest Polish vodka manufacturer of vodkas such as Luksusowa and Wyborowa Exquisite) in its exclusive U.S. importing and distribution contractual arrangements with William J. Deutsch & Sons of White Plains, New York.
- Long-term primary outside counsel to Wine Access, Inc., Ardmore, PA, developer of “wine finder” software and the website www.wineaccess.com and provider of software solutions to retail wine stores, including serving as drafter of license agreements for on-site registration, software license agreements for client’s point-of-sale and inventory systems, wine club joint ventures and primary negotiator for several rounds of venture capital private equity transactions.
- Served as general outside counsel to EPL Technologies, Inc., formerly Nasdaq listed (EPTG) manufacturer of proprietary products for the fresh-cut fruit and vegetable industry, including initial and secondary public offerings on the Nasdaq Stock Market, a large number of stock and asset acquisitions and divestitures in Pennsylvania, California, Massachusetts, Illinois and the UK., preparation of proxy statements and quarterly and annual reports, provided strategic and governance counsel to the Board of Directors, and preparation and review of licensing, sales and distribution agreements as well as general commercial contracts of all types.
- Counsel to UTI Corporation, Collegeville, PA (now known as Accellent, Inc.), manufacturer of metallurgical products, including medical devices, in a series of long-term supply agreements for medical components with Abbott Laboratories, as well as mergers and acquisitions and general commercial contracts, culminating in the sale of UTI to a consortium of private equity funds, in a transaction valued in excess of $200 million.
- Counsel to management group in $440 million sale of holding company for Auto Zone retail stores, to private equity group led by Bain & Co.
- Represented Volantis Systems Limited, a mobile internet applications software company headquartered in Surrey, England, in the U.S. law aspects of its sale, by a combination of cash and stock, to Antenna Software, Inc., a Jersey City, NJ-based developer of software solutions for users across all Internet-connected mobile devices, including smartphones and tablets, through to browser-enabled feature phones
- Represented nlyte Software, a U.K.-based leading provider of data center infrastructure management (DCIM) solutions for intelligent capacity planning so as to make the most efficient use of power, cooling and space, in the U.S. law aspects of a $12 million Series C funding and registration rights agreements with U.S. and U.K. private equity funds, led by NGEN Partners, a leading pioneering investor in the cleantech sector
- Served as lead M&A lawyer for Fedders Corporation, an air conditioning and heating manufacturer, and a former NYSE public company, in the sale under the auspices of Section 363 under U.S. bankruptcy law, of substantially all of Fedders’ operating assets in the U.S., China, the Philippines and Western Europe, to buyers in the U.S., Israel, the Philippines and the EU
- Represented private equity investor Argosy Capital of Wayne, Pennsylvania, in portfolio investments in companies in industries such as consumer healthcare, electronics component manufacturers and other industries
- Served as counsel to the Special Independent Committee of the Board of Directors of Mt. Laurel, New Jersey medical transcription company MedQuist, Inc. (Nasdaq: MEDH) and served as counsel to the Special Independent Committee of the Board of Directors of SL Industries (AMEX: SLI), a manufacturer of power protection equipment headquartered in Mt. Laurel, New Jersey
- Co-counsel and negotiator for selling shareholders in asset sale of Creative Designs, Inc., a privately held Pennsylvania-based manufacturer and distributor of girls’ toys, in sale to JAKKS Pacific, Inc. a Nasdaq-listed company, in a transaction valued in excess of $120 million.
- Counsel to principals of proposed $20 million private equity limited partnership targeting home security industry, including capital raising and asset purchase documentation and principals of proposed $50 million private equity turn-around fund. and other venture capital/private equity funds in fields such as biotech, information technology and proprietary devices
- Primary outside counsel to Biosyn, Inc., privately held biotech company, pursuing research and development of anti-microbial products targeting healthcare for women, over a 15 year period, including several rounds of venture capital financing, negotiation of intellectual property purchase agreements and various license agreements and other corporate work, culminating in sale to Cellegy Pharmaceuticals, a California-based Nasdaq-listed company, later acquired by Adamis Pharmaceuticals.
- General outside counsel to MarketSpan, Inc., privately-held developers of the legal software product “CaseStream®”, preparing its standard software license agreements, and negotiating its strategic partnerships and ultimate sale of assets to Data West Corporation (known as “CourtLink”) and Lexis/Nexis in sale valued in mid 8 figures.
- Counsel to selling shareholders of specialty pet supply manufacturer, in $20 million sale to European-based privately-held conglomerate.
- Counsel to emerging growth, private-equity backed software businesses in forming limited liability companies, corporations and partnerships and obtaining private capital through issuances of preferred stock, convertible debentures, options, LLC and partnership interests and related structures.
- Counsel to University Technology Transfer Departments, including University of Pennsylvania and Johns Hopkins University, regarding in-licensing and out-licensing.
- Counsel to controlling stockholder in sale of PA-based Care Science, Inc., a publicly held medical software company, to Quovadx, a larger California-based medical software company. Legal work included preparation of Care Science’s standard form software license agreement.
- Served as general outside counsel to Quad Systems Corporation, formerly Nasdaq-listed manufacturer of automated assembly equipment, including many different stock and asset acquisitions and divestitures, initial and secondary public offerings, preparation of proxy statements and quarterly and annual reports, strategic and governance counsel to the Board of Directors, preparation and review of licensing, sales and distribution agreements, as well as general commercial contracts.
- Served as lead outside securities counsel to the Equity Committee of existing shareholders in General Growth Properties, Inc., the second largest U.S. bankruptcy of an owner of shopping malls, in the over $6.5 billion recapitalization and reorganization into two separate companies, General Growth Properties, Inc. and The Howard Hughes Corporation, of this operator of over 200 shopping malls in the U.S., including Water Tower Place in Chicago, Ala Moana Mall in Honolulu, Faneuil Hall in Boston and South Street Seaport in New York
- Represented Dubai-based investor in acquiring a nearly 50% interest in the operating partnership holding a mixed-use high-rise retail and office building on Upper Fifth Avenue, New York City in a transaction valued in excess of $100 million.
- Represented an India-based broker in precious metals with respect to its sale of its partnership interest in a mining operation in the Western United States.