James W. Day

Counsel

New York
T +1.212.589.4280
F +1.212.589.4201

Overview

Jim Day is a business attorney whose practice focuses on corporate finance, insolvency, commercial law, mergers and acquisitions, and related litigation and transactions (including workouts and new money asset purchases). Drawing from a diverse skill set first honed as a naval officer and later as a military intelligence analyst, Jim is frequently called upon to identify creative solutions to complex and often idiosyncratic legal and business challenges. Having coordinated legal proceedings and avoidance actions in dozens of foreign jurisdictions, Jim is particularly experienced in closing or resolving cross-border, multijurisdictional transactions and disputes.

Select Experience

Transactional and Corporate
  • Representation of an international investment conglomerate in the establishment and staged financing of a multinational joint venture to create a new automotive OEM focused on the manufacture and distribution of vehicles in the U.S., China, Turkey, the Middle East and North Africa. Negotiated offering and issuance of more than $200 million in convertible notes in addition to related employment agreements, stock option plans and key performance indicators. Counseled client with respect to corporate governance issues, optimal tax structuring, and intellectual property diligence and licensing.

  • Representation of a digital media company in an asset purchase (via an assignment for the benefit of creditors liquidation) of substantially all the assets of a distressed web content aggregator once valued at more than $1 billion.

Restructuring
  • Representation of an ad hoc committee of noteholders in an exchange offer promoted by a major media/broadcasting company with respect to the issuance of more than $300 million of senior subordinated notes.

  • In re Black Elk Energy Offshore Operations, LLC: Representation of an oil and gas exploration and production company in connection with its chapter 11 reorganization.

Litigation
  • In re Bernard L. Madoff Investment Securities Inc.: Representation of the court-appointed trustee under the Securities Investor Protection Act (SIPA) for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS); coordinates legal proceedings and avoidance actions in multiple foreign jurisdictions; successfully litigated motion to enforce automatic stay in case selected by Bloomberg News as one of the most influential bankruptcy opinions of 2012 (Picard v. Maxam, 460 B.R. 106 (Bankr. S.D.N.Y. 2011), aff’d 474 B.R. 76 (S.D.N.Y. 2012)).

Other Experience
  • Advises technology companies and other businesses with respect to recommended data privacy and information security programs, including “Bring Your Own Device” (BYOD), corporate resource acceptable use and social media policies. Specifically advises with respect to DFARS/NIST information security standards for defense contractors and subcontractors.

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Experience

Transactional and Corporate
  • Representation of an international investment conglomerate in the establishment and staged financing of a multinational joint venture to create a new automotive OEM focused on the manufacture and distribution of vehicles in the U.S., China, Turkey, the Middle East and North Africa. Negotiated offering and issuance of more than $200 million in convertible notes in addition to related employment agreements, stock option plans and key performance indicators. Counseled client with respect to corporate governance issues, optimal tax structuring, and intellectual property diligence and licensing.

  • Representation of a digital media company in an asset purchase (via an assignment for the benefit of creditors liquidation) of substantially all the assets of a distressed web content aggregator once valued at more than $1 billion.

  • Representation of a commercial bank in negotiation of a master repurchase agreement transferring ownership of more than $25 million in debt obligations.

  • Advising international pension funds and institutional asset managers in drafting and negotiating a variety of cross-border securities lending, financing and collateralization arrangements utilizing ISLA, ICMA and LSTA documentation (including the GMSLA and GMRA).

  • Advising a major international commodity producer with respect to various elements of a pre-export financing arrangement utilizing a U.S. entity as an intermediate offtaker.

  • Negotiation of triparty custodial and ISDA agreements with several large financial institutions on behalf of a newly formed bank.

  • Lead corporate counsel to a major international renewable energy/solar power developer with respect to U.S. expansion.

  • Advising national and multinational real estate developers with respect to dozens of mortgage and mezzanine loan and refinance transactions.

  • Deal team leader and principal draftsman for the negotiation and execution of a master auto purchase agreement for an international pre-owned vehicle distributorship business. Coordinated prompt and effective counsel on a variety of tax, export control, international trade, automotive and finance issues implicated by a transaction to export vehicles from the U.S. into seven different countries.

  • Outside general counsel to international investment conglomerates and family offices in the negotiation of joint venture operating agreements and structuring of investments in the media, advertising, manufacturing and real estate industries throughout the United States and Middle East/North Africa regions.

  • Advising purchasers of private and charter aircraft with respect to a range of ownership and international aviation regulatory issues.

Restructuring
  • Representation of an ad hoc committee of noteholders in an exchange offer promoted by a major media/broadcasting company with respect to the issuance of more than $300 million of senior subordinated notes.

  • In re Black Elk Energy Offshore Operations, LLC: Representation of an oil and gas exploration and production company in connection with its chapter 11 reorganization.

  • In re Arcapita Bank B.S.C.(c): Representation of plaintiffs in declaratory judgment action challenging the inclusion of investor funds as property of the Arcapita bankruptcy estate (subject to the plan of reorganization) in light of applicable Sharia/Islamic legal concepts. (In re Arcapita Bank B.S.C.(c), 520 B.R. 15 (Bankr. S.D.N.Y. 2014)).

  • In re Hawaiian Telcom Communication, Inc.: Mediation of a valuation-related intercreditor dispute challenging the confirmation of a proposed chapter 11 plan; translated a portion of the U.S. Bankruptcy Code into an independent, original mathematical model illustrating potential payouts to secured and unsecured creditors across a range of variables.

  • In re Trico Marine Services, Inc.: Representation of a major provider of subsea and marine support vessels and services to oil and natural gas exploration and production companies in a chapter 11 reorganization in the District of Delaware.

  • In re Dakota Plains LLC: Counsel to a midstream oil and gas company in chapter 11 reorganization.

  • Advised a New York not-for-profit corporation with respect to the restructuring of a member hospital.

  • In re Bi-LO, LLC: Represented the operator of a 200+ grocery store chain as debtor-in-possession in its chapter 11 proceeding.

  • In re Pope & Talbot, Inc.: Representation of a publicly held paper and forest product manufacturer in a joint insolvency proceeding under the U.S. Bankruptcy Code and Canadian Companies’ Creditors Arrangement Act.

  • In re Lehman Brothers Holdings Inc.: Representation of a Japanese bank in connection with litigation relating to the insolvency of a Japanese Lehman affiliate.

  • Advises distressed debt hedge funds, private equity funds and other asset managers with respect to credit investments in the energy, airline, healthcare, media, telcom and other industries; conducts deleveraging analyses with respect to various portfolio company investments.

  • In re Accredited Home Lenders Holding Co.: Representation of a mortgage servicer in obtaining an order terminating the automatic stay, thereby allowing servicer to complete transfer of title for benefit of pass-through trust.

Litigation
  • In re Bernard L. Madoff Investment Securities Inc.: Representation of the court-appointed trustee under the Securities Investor Protection Act (SIPA) for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS); coordinates legal proceedings and avoidance actions in multiple foreign jurisdictions; successfully litigated motion to enforce automatic stay in case selected by Bloomberg News as one of the most influential bankruptcy opinions of 2012 (Picard v. Maxam, 460 B.R. 106 (Bankr. S.D.N.Y. 2011), aff’d 474 B.R. 76 (S.D.N.Y. 2012)).

  • SEC v. Illarramendi et al.: Representation of court-appointed receiver in litigation to recover and administer assets lost in one of the largest frauds in Connecticut history. Obtained withdrawal of bankruptcy petition threatening receivership assets after filing motion to dismiss the chapter 11 case. Drafted distribution plan and successfully defended legal challenges to plan’s execution and implementation.

  • In re H&M Oil & Gas, LLC: Lead attorney defending Kel-Tech, Inc.. in a preference action brought by chapter 7 trustee. Authored response to complaint and negotiated an expedited settlement giving client one of the largest percentage discounts from the initial demand amount of any defendant sued by the trustee in any other avoidance action in the bankruptcy case.

  • Lead attorney advising a wireless telecommunications company in the successful defense and favorable settlement of patent infringement, breach of contract and theft of trade secret claims relating to an intellectual property assignment agreement executed by employee.

  • First chair in the defense of a subsidiary of a foreign family office with respect to threatened trademark and copyright infringement claims.

  • First chair in the defense of an international conglomerate with respect to the wrongful termination and breach of contract claims asserted by former employee.

Other Experience
  • Advises technology companies and other businesses with respect to recommended data privacy and information security programs, including “Bring Your Own Device” (BYOD), corporate resource acceptable use and social media policies. Specifically advises with respect to DFARS/NIST information security standards for defense contractors and subcontractors.

  • Lead counsel representing a consortium of international investors in a business divorce from U.S. partners. Resolved disputed real estate, corporate governance and fiduciary duty claims threatened against client while obtaining a 90 percent reduction from the initial demand amount in an expedited out-of-court global settlement, thereby freeing $40 million in assets without threat of litigation..

  • Created a financial model illustrating the tax treatment of an LLC with respect to U.S.-generated income while advising a foreign family office with respect to the ownership and management of its U.S. assets.

  • Lead attorney in the negotiation and drafting of university research sponsorship agreements to include the resolution of all export control issues on behalf of foreign sponsor.

  • Lead attorney advising a global manufactured products distributor with respect to the potential impact of class action litigation and regulatory enforcement initiated against distributor’s principal supplier.

  • Lead counsel to the co-founders of a maritime telecommunications company in an out-of-court dissolution of business and negotiations with creditors with respect to personal guaranty of corporate debt obligations.

Recognitions and Memberships

Recognitions

  • The New York Times Magazine "Top Attorneys in New York" (2014)
  • New York "Super Lawyer" (2013 to 2017)
    • New York Super Lawyers "Rising Star" (2012)

Memberships

  • New York State Bar Association
  • Turnaround Management Association
  • American Bankruptcy Institute
  • INSOL International

News

News

Community

  • Bridge Golf Leaning Center of Harlem: Volunteer Instructor

Pro Bono

  • Serves as first chair/primary counsel to indigent clients seeking chapter 7 bankruptcy relief on behalf of the New York City Bankruptcy Assistance Project.

Prior Positions

  • Shearman & Sterling LLP: Corporate, Bankruptcy, Reorganization, Restructuring and Asset Management Attorney
  • Vinson & Elkins LLP: Restructuring and Reorganization Attorney
  • Universidade Eduardo Mondlane: Visiting Professor (taught the first Entrepreneurship and Business Planning course in one of the first MBA programs in the history of Mozambique)
  • U.S. Department of Justice (Civil Division): Law Clerk

Military Service

  • United States Navy: Surface Warfare Officer and Military Intelligence Analyst
    • USS The Sullivans (DDG-68): Information Systems Security Manager and Communications Officer
    • USS McInerney (FFG-8): Gunnery and Anti-Terrorism Officer
    • Office of Naval Intelligence: Analyst, SABER (Naval Warfare Department)

Admissions

  • U.S. Court of Appeals, Second Circuit
  • U.S. District Court, Southern District of New York
  • U.S. District Court, Eastern District of New York
  • New York

Education

  • J.D., Georgetown University Law Center, Associate Editor, Georgetown Law Journal
  • M.B.A., Georgetown University McDonough School of Business
  • B.S., Economics, United States Naval Academy