Jessica D. Alexander

Director of Strategic Expansion

: Philadelphia
One Liberty Place
1650 Market Street
Suite 2800
Philadelphia, PA 19103
P: (215) 665-2137
TF: (800) 523-2900
F: (215) 701-2297

Jessica D. Alexander

Jessica focuses her practice on mergers and acquisitions in a diverse array of industries. Jessica also has experience in areas involving corporate finance transactions, insurance corporate and regulatory matters, and general corporate counseling. She advises clients in the areas of commercial contracts, stockholders agreements, and employment agreements. Her practice also includes counseling clients with corporate, partnership and LLC formation, and governance issues. Prior to joining the firm, she participated in the Cozen O’Connor Summer Associate Program.

Additionally, Jessica is a member of the firm's lateral recruiting team, focusing on recruitment and integration of lateral partner groups, as well as recruitment and integration of individual partners.

In 2017, The Philadelphia Business Journal listed Jessica as one of its 25 young lawyers on the rise. Jessica earned her undergraduate degree from Butler University, where she was a member of the women’s basketball team. She earned her law degree from Syracuse University College of Law, summa cum laude. While in law school, Jessica served as senior notes editor of the Syracuse Law Review and was a member of the Justinian Honorary Law Society. Upon graduation, Jessica was elected to the Order of the Coif.

Experience

Represented American Collectors Insurance, an insurance managing general agent providing specialty insurance for collector cars and other collectibles, in its acquisition by NSM Insurance Group.

Represented Trico Equipment, Inc., a New Jersey-based company engaged in the business of renting, servicing, and selling aerial lift and other construction and general rental equipment, in the multimillion dollar sale of all outstanding ownership interests of the company to BlueLine Rental, LLC.

Represented owners of an apparel business with operations in U.S., Caribbean, and China in a sale to a Hong-Kong-based strategic buyer. The transaction involved a complex pricing structure, the split-off of Caribbean and Chinese manufacturing facilities that were not sold, and on-going contractual arrangements between those manufacturing facilities and the buyer.

Represented the Full Tilt Poker companies in a civil forfeiture matter brought by the Department of Justice in the United States District Court for the Southern District of New York and negotiated a successful asset transfer to PokerStars and a settlement with the Department of Justice.

Represented the seller of metals business to a private equity buyer utilizing a complex dropdown structure and a substantial tax-deferred equity rollover.

Represented owners of a bank holding company in a corporate reorganization.

Represented a tire distributor in the sale of its business to a private equity buyer.

Represented Comcast Spectacor in its acquisition of Paciolan, Inc. from Live Nation Entertainment, Inc., the successor in the Ticketmaster/Live Nation merger.

Served as transactional counsel for a bankruptcy trustee in sale of physician owned hospital.

Represented a venture-backed specialized software business in the sale of its business to a private equity-backed strategic buyer.

Represented the manufacturer and distributor of dance costumes and other related dance products in the sale of its business.

Represented a private family in transactions reorganizing ownership of affiliated entities.

Represented Hospital Service Association of Northeastern Pennsylvania d/b/a Blue Cross of Northeastern Pennsylvania (BCNEPA) in its acquisition by merger by Highmark Inc. As part of the transaction, BCNEPA contributed $90 million to two charitable organizations and Highmark is obligated under certain circumstances to contribute another $10 million in the future. This transaction was the first transaction in nearly 20 years in which two Pennsylvania Blue Cross/Blue Shield licensees had successfully combined.

Represented Advanced Discovery in its acquisition of all of the capital stock of Millnet Limited, the largest and longest established UK-based e-discovery and legal document services firm.

Represented three senior executives of Samuel T. Freeman and Company, the oldest auction house in the United States, in connection with their purchase of a controlling interest in the company. Until this transaction, the 210-year-old company had been continuously family-owned. The transaction included the sale of the company’s Philadelphia headquarters, where the company had operated for more than 100 years. Additionally, the involvement of a non-U.S. citizen purchaser required that the deal be structured with particular care for tax purposes.

Represented Sirius Global Solutions Holding Company and Florida Specialty Holdings, Inc. in the purchase, through a joint venture, of Mount Beacon Holdings, LLC and its subsidiaries, including Florida-based Mount Beacon Insurance Company.

Represented eMarketer, Inc., the leading aggregator of information on trends in media and technology, in connection with its acquisition by one of the world's largest digital publishers, Axel Springer, in a complex and reverse merger transaction for a purchase price of approximately $242 million.

Represented EPIC Insurance Brokers & Consultants in connection with its acquisition of the stock of Houston-based Ascende, Inc., one of the largest independent employee benefits consulting firms in the United States.

Represented EPIC Insurance Brokers and Consultants, a retail property and casualty insurance brokerage and employee benefits consultant, in connection with its acquisition of Benefit Compass Insurance Services, LLC, a specialist in employee benefits brokerage and consulting services.

Represented Advanced Discovery in the disposition of its document management division to iNSERViO3, which is owned by the former founders of Advanced Discovery.

Represented Ezaki Glico Co., Ltd., a publicly traded Japanese food company doing business across 30 countries, in its purchase of TCHO Ventures, Inc., a San Francisco-based fair trade chocolate manufacturer. The acquisition was Ezaki Glico’s first acquisition of a United States company. The transaction drew on the experience of the firm's corporate, tax, intellectual property, labor & employment, and employee benefits & executive compensation attorneys.

Publications

Delaware Supreme Court Affirms Enforcement of Agreement to Negotiate in Good Faith [Corporate Alert]

June 06, 2013

In a recent case before the Delaware Supreme Court, SigaTechnologies v. PharmAthene, the court upheld a Delaware Chancery Court’s ruling that an express agreement between parties to negotiate in good faith, even if the subject of the negotiation is embodied in a non-binding term sheet, is enforceable.

GAO Publishes Report on Factors That May Affect Trends in Regulation A Offerings [Securities Alert]

July 19, 2012

GAO Publishes Report on Factors That May Affect Trends in Regulation A Offerings - Securities Alert - One of the primary objectives behind the Jumpstart Our Business Startups Act (the JOBS Act) was to increase small business capital formation.

Confidentiality Agreements and Standstill Provisions; the Delaware Chancery Court Broadly Construes Confidentiality Agreements and Enjoins a Hostile Bid Despite the Absence of Standstill Provisions Relating to Stock Transactions [Securities Alert]

June 26, 2012

Confidentiality Agreements and Standstill Provisions; the Delaware Chancery Court Broadly Construes Confidentiality Agreements and Enjoins a Hostile Bid Despite the Absence of Standstill Provisions Relating to Stock Transactions - Securities Alert - In a significant recent decision, Martin Marietta Materials, Inc. v. Vulcan Materials Company, the Delaware Chancery Court reiterated the preference of Delaware courts to enforce confidentiality agreements and to construe them broadly as a matter of public policy.

Delaware Supreme Court Affirms Use of Net Operating Loss Poison Pills [Corporate Law Alert!]

February 07, 2011

Delaware Supreme Court Affirms Use of Net Operating Loss Poison Pills - Corporate Law Alert! - In the recent case, Versata Enterprises, Inc. and Trilogy, Inc. v. Selectica, Inc., the Delaware Supreme Court upheld the Delaware Chancery Court’s ruling that the use of a net operating loss poison pill was valid. This holding is significant because it is the first time the court has examined the validity of a net operating loss poison pill and, further, the first time the court has ruled on any pill that was actually triggered.

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