James R. Kruse

James R. Kruse

Areas of Practice

Securities Law
Corporate, Limited Liability Company, and Partnership Law
Broker-Dealer and Investment Adviser Regulation and Enforcement
Commercial Transactions
International Business Law
Intellectual Property

Email

jkruse@klmrlaw.com

Since 1970, Jim has concentrated his practice on securities and corporate law, emphasizing new equity financings, corporate acquisitions and reorganizations involving publicly traded companies, and representation of broker-dealers and investment advisers. Jim’s particular practice interests are:

  • structuring equity and debt securities offerings, corporate governance strategies, complex mergers and acquisitions, and other transactions
  • integrating securities, corporate law and financial reporting requirements with tax planning
  • advising companies on corporate governance and regulatory compliance
  • reviewing resales of control and restricted securities
  • evaluating anti-money laundering (AML) compliance and suspicious activity reports (SARs)
  • representing companies and selling group members in initial public offerings and other securities offerings and preparing offering documents reports for public and private financings
  • preparing SEC periodic and current reports and ongoing disclosures to stockholders and the investment community
  • organizing new business entities, whether owned by family members, business or professional associates or the public
  • advising accounting professionals in PCAOB and SEC supervision, regulation, and disciplinary matters
  • advising broker-dealers and investment advisers in developing compliance strategies and written procedures
  • defending FINRA and SEC enforcement actions
  • coordinating international business ventures with local legal counsel, accountants and governmental authorities
  • designing Department of Labor new fiduciary rules compliance and best interest contract (BIC) and written supervisory procedures (WSPs) and compliance

Jim particularly focuses on understandable, readable disclosure, including the development of overall communication strategies and the drafting of specific language for sensitive matters.

Education

  • George Washington University, JD – 1970 (with honors)
    • Order of the Coif – Top 10% of graduating class
    • Comment Staff, George Washington Law Review (1968-70)
    • Comment, Racial Discrimination in the Federal Civil Service, 38 Geo.Wash.L.Rev. 265 (Dec. 1969)
  • Nebraska Wesleyan University, BA (Political Science and English) – 1967 (with distinction)

Professional Activities, Publications and Awards

  • Utah State Bar
    • Securities and Corporate Law Sections
    • Chairman of Securities Section – 1982-83
    • Securities Advisory Committee to the Utah Securities Division (1984-96)
  • Utah State Securities Advisory Board – Member 1983-86 (Appointed by Governor Matheson)
  • Utah Business magazine’s Legal Elite – 2005 – 2015
  • AV-rated by Martindale-Hubbell, an independent legal information agency, reflecting the highest professional excellence, expertise and integrity
  • 9.2 Avvo rating

Lecturer and panelist at continuing legal education seminars sponsored by the Utah State Bar, North American Securities Administrators Association and the National Business Institute on various securities law topics. Recent presentations:

“When is a ‘Distribution’ Complete? aka ‘Sham Distributions’ and ‘Sham Shells,'” Utah State Bar Annual Securities Section Seminar (2016)

“Memoirs of Extraordinary Popular Delusions and the Madness of Crowds,” Charles MacKay, J.D., 1852, Utah Bar Securities Section (2010)

Non-Majority Enterprise Interests, Utah Bar Business Law Section (2009)

Top 10 Compliance Challenges Facing Micro Cap Companies: PIPE Opportunities and Issues (Panelist) Bay Hill Micro Cap Conference (2006)

Going Private, Bay Hill Micro Cap Conference (2005)

Community Involvement

  • Nebraska Wesleyan University, 1986-2010, Board of Governors; former member and president, Board of Trustees
  • Realms of Inquiry School, former member, Board of Trustees
  • Repertory Dance Theater, former member and president, Board of Trustees
  • Ballet West Academy, former member, Board of Trustees