James R. Jolley

Before becoming a lawyer, James taught Civics & Economics to high school students in eastern Wake County, North Carolina, working to help students set goals and develop the skills necessary in order to meet those goals. James brings the same motivation and passion to representing businesses throughout the life cycle, from start-up and growth companies to public companies, assisting them as they raise capital and grow, running transactions as they make strategic acquisitions, and assisting with the sales of companies.

James joined Smith Anderson in 2015. He practices in the areas of corporate law, mergers and acquisitions and public company securities law, and was identified on the Best Lawyers®, "Ones to Watch" for Mergers and Acquisitions Law and Securities/Capital Markets Law. During his time with Smith Anderson, he has advised companies on a variety of matters, including (1) Mergers & Acquisitions, (2) Public Offerings and Private Placements of Securities, (3) Corporate Governance and Compliance Matters, and (4) Commercial Contracting.

Outside of the office, James is engaged in his community, working alongside non-profits and as a member of his church to empower individuals to reach their full potential and to make the greater Raleigh community an even better place to live. James is chair of Smith Anderson’s Pro Bono Committee and recognizes the importance of lawyers using their skills and training to meet unmet legal needs. James is an active participant in the Lawyer on the Line project and has represented pro bono clients on matters ranging from landlord-tenant issues to government benefits to expunctions. James also serves as co-chair of the firm's Recruiting Committee.

Recognition

• Best Lawyers: Ones to Watch^® in America
  
  • Mergers and Acquisitions Law (2021-2025)
  • Securities/Capital Markets Law (2021-2025)
  • Securities Regulation (2023-2025)
• North Carolina Lawyers Weekly "Leaders in the Law" (2024)
• North Carolina Super Lawyers, Rising Star (2022-2023)
• Member, Order of the Golden Fleece
• Member, James E. and Carolyn B. Davis Society at UNC Law
• North Carolina Pro Bono Honor Society

Clerkships

• Law Clerk to the Honorable William L. Osteen, Jr., Chief Judge for the Middle District of North Carolina

Education

• University of North Carolina, J.D., with high honors, 2014
  • Order of the Coif
  • North Carolina Law Review
  • Director, UNC Law Pro Bono Program
• Wake Forest University, M.A., Education, 2008
  • Master Teacher Fellow Scholarship
• University of North Carolina, B.A., with highest distinction, 2007
  • Phi Beta Kappa

Bar & Court Admissions

• Member, North Carolina Bar Association
  • Member, North Carolina Bar Foundation, NC Free Legal Answers Taskforce
• Board of Visitors, University of North Carolina at Chapel Hill (2024-present)
• Past Vice Chair and Secretary, Board of Directors, Activate Good
• Member, Smith Anderson Community Fund
• Past Chair, UNC Law Pro Bono Alumni Board
• Member, Edenton Street United Methodist Church, Raleigh 

James has advised companies on a variety of matters, including:

• Mergers & Acquisitions: James has been integrally involved in transactions totaling over $1.5 billion in value, including mergers, asset acquisitions, spin-offs and stock purchases, both buy-side and sell-side. James understands that an acquisition or a sale can be among the most important moments in the growth of a company or the career of a founder, and James enjoys working and strategizing with, counseling and supporting individuals as they go through this process.
• Public Offerings and Private Placements of Securities: James has worked with a number of clients on a wide variety of transaction structures to raise capital, including Series A and Series B rounds, private placements, initial public offerings (IPOs), confidentially marketed public offerings (CMPOs), registered direct offerings (RDOs), equity lines and at-the-market (ATM) offerings. James recognizes that raising capital is essential as companies grow.
• Corporate Governance and Compliance Matters: James knows that proper corporate governance and compliance is critical to maintaining a business’s hard won successes but that good corporate governance and compliance matters can take up valuable time and effort from management. James has worked to provide practical, useful advice to clients on corporate governance and compliance matters including with securities filings and disclosure under the Securities Act of 1933 and the Securities Exchange Act of 1934 and matters of corporate law and governance under the Delaware General Corporation Law and the North Carolina Business Corporation Act.
• Commercial Contracting: James has worked with life science, agriculture, technology and manufacturing companies to help meet their commercial contracting needs in an efficient and effective manner, negotiating distribution agreements, master service agreements, material transfer agreements, confidentiality agreements and other ordinary course contracts.

A list of James’s representative transactions and projects, includes:

• Advised a Nasdaq-listed pharmaceutical development company in the acquisition of a specialty dermatology company for up to $51 million in up-front and contingent consideration.
• Represented an international research-oriented healthcare group in the acquisition of worldwide product rights from a Canadian pharmaceutical company.
• Advised an international research-oriented healthcare group in its acquisition of worldwide product rights to a rare disease therapy.
• Advised a special materials company on the acquisition of a leading manufacturer of wear-resistant metallic and ceramic alloy coatings.
• Advised a special materials company on the acquisition of a global supplier of tantalum, tungsten, and niobium particulates.
• Advised a special materials company on the purchase of substantially all of the assets of a leading manufacturer of value-added ferrotitanium, titanium sponge, titanium powders, and specialty forms.
• Advised a leading provider of patient affordability, access, adherence, and support services in a definitive agreement to acquire a healthcare information management software company.
• Advised a multinational Fortune 500 provider of product development and integrated healthcare services in its merger with a NYSE-listed global information and technology services company, creating a leading information and tech-enabled healthcare service provider. The equity market capitalization of the joined companies was more than $17.6 billion at closing.
• Advised a 100% Employee Stock Ownership Plan-owned company providing support services to the poultry industry in an acquisition by a private equity-backed buyer for approximately $21 million in cash and equity.
• Represented a company in the sale of its contract drug manufacturing organization business. This transaction was awarded the Corporate/Strategic Deal of the Year ($10-$25 million) award at the 2019 M&A Advisor Awards. 
• Advised an investment company in a definitive agreement to purchase the outstanding equity interests of the largest independent blender and packager of lubricants to the automotive, agriculture, commercial and heavy duty markets in North America.
• Advised a specialty pharmaceutical company in the sale of a subsidiary to and its investment in a privately held specialty pharmaceutical company.
• Advised a UK-based drug development services organization in its acquisition of an expert clinical pharmacology business.
• Advised a private equity-backed medical device repair services company in the sale of its wholly-owned operating subsidiaries to a strategic buyer operating in the medical device repair services industry.
• Advised a leading provider of financial software and information products to U.S. financial institutions in a reverse triangular merger with a private equity-backed company.
• Advises NYSE- and NASDAQ-listed public companies in various industries with respect to public disclosure and securities law compliance matters, NYSE and NASDAQ listing requirements, corporate governance, and general corporate matters.
• Advised pharmaceutical solutions company in the purchase of certain assets for the operation of a non-commercial dispensing pharmacy.
• Advised a leading provider of drone technology for the enterprise in the purchase of substantially all assets of a provider of analytics tools and machine vision software for renewable energy.
• Advised a leading provider of drone technology for the enterprise in the purchase of substantially all assets of a drone service provider focused on critical infrastructure inspections.
• Advised a leading provider of drone technology for the enterprise in the purchase of substantially all assets of a provider of turnkey inspection services for construction, building information management (BIM) and real estate.
• Advised a supplier of Grade A conventional and organic frozen fruits and vegetables in the purchase of certain assets of a global food distributor.

• Represented a private equity fund in its acquisition of a leading digital patient recruitment company.