Randal R. Jones
PEOPLE

Randal R. Jones

Partner
jones.randal@dorsey.com

Overview

RANDY'S PRACTICE FOCUSES ON A WIDE RANGE OF GENERAL CORPORATE AND COMPLEX TRANSACTIONAL MATTERS.

Randy has over 25 years of experience counseling emerging, private, closely-held, and public companies in a wide range of general corporate and complex transactional matters. Randy’s practice concentrates on representing clients in domestic and cross-border mergers and acquisitions, joint ventures, venture capital and other private equity and debt financings, initial and secondary public offerings, corporate governance compliance, securities regulation, and other business-related matters.

Randy also has significant experience in cross-border transactions. He routinely advises Canadian and other non-U.S. clients regarding accessing the U.S. capital markets; cross-border investment transactions, mergers and acquisitions, takeover defense and other related matters; and U.S. securities law compliance issues, including preparation and review of periodic reports.

Education & Admissions

Duke University School of Law (J.D., 1987)

Pacific Lutheran University (B.A., Business Administration, 1983), magna cum laude
Elected to Beta Gamma Sigma

Admissions

  • Washington

Experience

Representative Work

Mergers & Acquisitions

  • Represented Kodiak Oil & Gas Corp, a Denver-based oil and natural gas exploration and production company listed on the NYSE, in an all-stock sale to Whiting Petroleum Corporation for approximately $6 billion.
  • Represented Kodiak Oil & Gas Corp in a series of five acquisitions of oil and gas producing properties and undeveloped leasehold interests in the Williston Basin of North Dakota from various private company sellers, totaling nearly $2.5 billion in value.
  • Represented Queenston Mining Inc., a Toronto-based mineral exploration and development company, in its sale to Osisko Mining Corporation in a transaction valued at $550 million.
  • Represented GeoLOGIC Systems Ltd., a Calgary-based developer of high-quality databases and premium software products to the oil and gas industry, in the sale of its business to BV Investment Partners, a U.S. private equity firm.
  • Represented CanWel Building Materials Group Ltd, a leading Canadian wholesale distributor of building materials and home renovation products and provider of wood pressure treating services, in its $60 million acquisition of California Cascade Industries and its affiliate and related $50 million private placement of securities.
  • Represented Ballard Power Systems, a NASDAQ-listed developer of clean energy fuel cell products, in its $30 million acquisition of Protonex Technology Corporation.
  • Represented Ballard Power Systems in the disposition of its custom fiber material products division to ALY Holdings LLC, and its $7.7 million acquisition of fuel cell product lines and other key assets from IdaTech LLC.
  • Represented Neuromed Pharmaceuticals, a Vancouver, BC-based private biopharmaceutical company, in its merger transaction with CombinatoRx, Inc.
  • Represented Thriva LLC and CRI Inc., Washington-based providers of online management software for camps and event organizations, in their sale to The Active Network, Inc.
  • Represented MDSI Mobile Data Solutions Inc., a NASDAQ-listed provider of mobile workforce management, in its sale to Vista Equity Partners.
  • Represented OncoGenex Technologies Inc., a private biotechnology company located in Vancouver, BC, in its takeover of NASDAQ-listed Sonus Pharmaceuticals Inc.
  • Represented Imagis Technologies, Inc., a Vancouver, BC-based developer of biometric identification software for the law enforcement and defense industries, in its acquisition of Briyante Software Corp, a developer of a secure, inter-agency information sharing server.

Capital Markets

  • Represented Kodiak Oil & Gas Corp. in numerous public and private placements of debt and equity securities, including three recent Rule 144A private offerings of senior notes totaling more than $1.5 billion, as well as several follow-on public offerings of common shares totaling nearly $1 billion.
  • Represented Ballard Power Systems, Inc. in three follow-on public offerings of common shares, totaling more than $90 million.
  • Represented Pacific Rim Mining Corp., a Vancouver, BC-based multinational gold exploration company, in its $180 million offering of common shares.
  • Represented Porch.com, Inc., a Seattle-based online marketplace for home improvement and repair, in approximately $100 million in preferred stock financings.
  • Represented Allied Nevada Gold Corp., a Nevada-based gold mining and exploration company listed on the NYSE, in a series of follow-on public offerings of common shares totaling more than $500 million.
  • Represented Neuromed Pharmaceuticals, a private biopharmaceutical company based in Vancouver, Canada, in the establishment of a Canada-U.S. exchangeable share structure and VC financings in excess of $100 million.
  • Represented OncoGenex Pharmaceuticals in a series of corporate finance transactions, including a $50 million follow-on public offering, a $9.5 million registered direct private offering, and a $10 million PIPE offering of common shares.

News & Resources

Articles

The Corporate Transparency Act: Are You Ready?
New SEC Cybersecurity Disclosure Rules
New SEC Cybersecurity Rules Require Mandatory Disclosure
Implications of SEC Amendment to Insider Trading Safe Harbor for Canadian Issuers
SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks
SEC Proposes New Amendments to Rule 10b5-1 Trading Plans and Disclosures
New NASDAQ Board Diversity Disclosure Rules
SPAC Talk: Important Considerations for Private Companies Evaluating a SPAC Going-Public Transaction
New Approach for the Assumption of Options in M&A
SEC Provides Clarification of Foreign Private Issuer Calculation
SEC Proposes Amendments to Update and Simplify Disclosure Requirements
SEC Issues Regulation A+ Rules; Increases Access to Capital Markets for Smaller Issuers
SEC Releases Long-Awaited Proposed Rules on Regulation A+

News & Press Mentions

Super Lawyers Recognizes 14 Dorsey Lawyers in Seattle
Super Lawyers Recognizes 14 Dorsey Lawyers in Seattle
Super Lawyers Recognizes 18 Dorsey Lawyers in Seattle
Super Lawyers Recognizes 14 Dorsey Lawyers in Seattle
Super Lawyers Recognizes 13 Dorsey Lawyers in Seattle
Dorsey & Whitney Represents Porch.com, Inc. in Preferred Stock Offering
Dorsey Advises Kodiak in Whiting Oil & Gas Deal
Super Lawyers Recognizes 20 Dorsey Lawyers in Seattle
12 lawyers in the Firm’s Seattle office named Super Lawyers™ and six named Rising Stars by Washington Super Lawyers

Events & Speaking Engagements

Invitation to the Broker-Dealers: Guide to Cross-Border Financings

Select Presentations

  • Northwest Securities Law Institute 2012, Accessing the Canadian Capital Markets; Strategies for U.S. Issuers
  • Northwest Securities Law Institute 2005, Corporate Governance: Developments and Perspectives
  • Jobs Act: What You Need to Know Now seminar in Vancouver, 2012

Industries & Practices

  • Banking & Financial Institutions
  • Canada Cross-Border Transactions
  • Capital Markets
  • Corporate Governance & Compliance
  • Emerging Companies
  • Energy & Natural Resources
  • Mergers & Acquisitions
  • Mining
  • Oil & Gas

Professional & Civic

Professional Achievements

  • American Bar Association
  • Washington State Bar Association

Accolades

  • Listed as a Washington Super Lawyer, 2004-2019
Randal R. Jones