James M. Cain


Partner
Washington, P: 202.383.0180
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Jamie is well-versed in general corporate law and in the interpretation and application of the federal securities and banking laws and state insurance laws.  Actively involved in the firm’s transactional practice, Jamie has extensive experience with public and private securities offerings by U.S. and foreign companies and with mergers and acquisitions of these companies.  Representative transactions include:
  • Advised commodity pool operator in establishing one of the first AMEX traded commodity pools investing in oil futures contracts and other oil interests.
  • Advised agricultural cooperative in connection with its sale through auctions of its $800 million public leasing subsidiary and of its Amex-listed food processing subsidiary.
  • Advises government sponsored enterprise regarding disclosure and distribution issues in its multi-billion dollar debt programs.
  • Advised insurers in various structured finance transactions offered under SEC rule 144A and Regulation S.
  • Advised U.S. NYSE insurer in establishing Bermuda-domiciled segregated accounts company and offerings outside of U.S. by such company under Regulation S.
Jamie is recognized in The Best Lawyers in America, 2005-2006, in Derivatives Law.  He is nationally known for his experience with respect to the use of over-the-counter (OTC) derivatives, including interest rate, foreign exchange, equity and commodity transactions and related collateral arrangements.  Since 1985 he has represented a wide range of financial institutions and commercial companies in documenting such transactions as well as internal and regulatory compliance.  Representative matters include:
  • Advised U.S. subsidiary of major foreign oil and gas producer and trader in developing standard ISDA documentation and policies for OTC oil and gas transactions.  Negotiates ISDA agreements with various counterparties for such company.
  • Advises major U.S. consumer products company on OTC derivatives transactions, including interest rate, FX, equity and commodity transactions.
  • Advises GSEs on OTC interest rate transactions and related ISDA Master Agreements and collateral arrangements under ISDA Credit Support Annex.
  • Advised numerous energy and non-energy companies on termination and unwinding OTC transactions with Enron and its affiliates.
Jamie is a member of the firm’s Sarbanes-Oxley Committee and Partner for reviewing responses to auditors.  He is also recognized for his experience in advising insurers, banks and broker-dealers in connection with cross-industry acquisitions and in the distribution of their respective products both domestically and internationally.  He routinely advises such institutions with respect to compliance with the myriad of federal and state laws applicable to such transactions.  Representative derivative matters include:
  • Advises wire house in connection with its structuring and distribution of insurance products domestically and overseas;
  • Advises major bank in connection with federal and state laws regulating premium financing;
  • Advised major bank regarding equity investment in insurance underwriter, insurance agency licensing, broker-dealer issues and compliance with the Gramm-Leach-Bliley Act;
  • Advises insurers on third-party marketing arrangements, including through banks;
  • Advised insurer in connection with its acquisition of largest insurance product wholesaler; and
  • Advised foreign insurer in connection with potential SEC and state insurance regulation actions and compliance with securities, insurance and tax laws.

Jamie is a frequent speaker at derivatives conferences and bar meetings.  Most recently, he spoke at the Understanding the ISDA Master Agreements Conference, held October 27, 2007.  He was a speaker on the derivatives panel, “Getting the Deal Done,” at the Bond Buyer’s 8th Southeast Public Finance Conference, held March 1, 2006.  He also has been on the 2002 ISDA Master Agreement panels at ISDA’s New York and Washington, DC conferences, Understanding the New ISDA Documentation, held in 2003 and 2007 as part of ISDA’s roll-out of the new agreement.

Prior to joining the firm, Jamie practiced for two years in San Francisco after spending two years as a foreign legal consultant with a large law firm in Seoul, Korea.  Prior to that assignment, Jamie was a law clerk to Judge Edward C. Reed, of the United States District Court, and an appellate attorney with the Washoe County District Attorney’s office, in Reno, Nevada.
Education

J.D., Georgetown University Law Center, 1979

A.B., University of Notre Dame, 1976

Bar Admissions

California, District of Columbia, Nevada