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D 312.873.3697
F 312.873.2997
  • Education
    • J.D., magna cum laude, University of Illinois College of Law, 1989, University of Illinois Law Review, Member and Associate Editor; Order of the Coif;
    • B.S., magna cum laude, Villanova University, 1985, Accounting; Certified Public Accountant
For over 20 years, James (Jim) Asmussen has combined his legal, accounting and business knowledge to advise emerging growth companies and established family and closely held businesses in a range of industries, including:
  • Technology
  • Software and ecommerce
  • Food service (distribution, brokerage, and restaurants)
  • Pharmaceuticals
  • General manufacturing
  • Transportation and logistics (emerging mobility platforms and services)
His experience includes a combined background in corporate, securities and transactional law with representations involving merger and acquisitions transactions, joint ventures and strategic alliances, private equity and venture capital transactions, entity formation and entrepreneurial startups.

Jim has represented many clients from the date of their formation through the course of several equity rounds of financing and acquisitions to the ultimate sale of the company in a successful exit. He has also often represented private equity funds and strategic/industry buyers in the acquisition of promising businesses. Jim’s approach to contested business issues is seeking to find collaborative and innovative solutions that result in getting a transaction accomplished.

Jim enjoys learning about clients' businesses, and finding and referring business opportunities to help the firm's clients. His greatest job satisfaction is feeling that he is a part of clients' management teams and that he is able to help them overcome the many challenges that a growing company encounters on the road to building a successful business.
  • Represented large pharmaceutical holdings company in a venture-backed purchase of an early stage life sciences company that was developing a new vaccine product. The purchase price included a significant earn-out based upon achieving regulatory approval at various stages of development.
  • Represented a private equity company in the tax structuring and completion of the purchase of a privately held fiber optics cable company. Complex tax planning was necessary to avoid "anti-churning' rules. We assisted the client with the formation of various limited liability companies and with the acquisition financing that included a private placement offering and a subordinated loan financing.
  • Represented Pharmacy OneSource, Inc., in the sale of a closely held technology company to a strategic buyer resulting from an auction sales process. Client was in the business of providing software as a service to hospitals. We worked alongside investment banker in an auction sale process resulting in a $70 million sale. We acted as outside general counsel over a 10-year period, assisting client with its formation, a series of private equity raises, various strategic acquisitions, and intellectual property matters
  • Represented Apex Food Service Group in a $100 million transaction that involved the purchase of several family-owned food service businesses to form a national food service broker. We also assisted the client in two acquisitions of similar family-owned food service brokerage companies prior to its sale.
  • Represented AMP Americas, LLC, a privately held energy company, in the formation of a joint venture with a large natural gas utility company for the purpose of building CNG (compressed natural gas) filling stations to service truck fleets. In addition to negotiating several agreements to form the joint venture, we negotiated and drafted the limited liability company agreement for the joint venture entity, loan agreement, and the development agreement.
  • Acted as general outside counsel to technology company InXpo, Inc., in offering a virtual meeting platform to businesses. We formed the company as a limited liability company to accommodate several angel rounds of investment, and converted it to a corporation for venture capital financing from an institutional private equity fund. Over a period of time, client secured approximately $20 million in angel and venture capital equity financing. We have also assisted the client with its various strategic acquisitions and alliances and intellectual property matters.
  • Served as general outside counsel for UK-based PrismaStar Inc., an ecommerce, technology company offering software useful to e-commerce retail businesses. Representations included helping it form as a limited liability company to accommodate several angel rounds of investment, and converting it to a corporation for a venture capital investment from an UK-based private equity fund.
  • Represented a nutraceutical company that manufactures a natural product to fight addiction, in structuring a $2 million secured convertible note offering to fund the expansion of its facilities and working capital needs. The offering was a private placement to accredited investors only. We assisted in the drafting of a private placement memorandum the subscription agreements, the convertible note, and the security agreement.
  • Represented Vintox Emerging Opportunities Fund, LLC, in its merger of two related private equity funds, followed by a restatement of the fund's limited liability company agreement to restructure the fund. Specific support included drafting a private placement memorandum, related subscription agreement, and "blue sky" filings in connection with a $25 million private offering. We advised client with respect to compliance with the Investment Advisor Act requirements.
  • Represented numerous entrepreneurs in the formation of companies by guiding them through the choice of entity process, ownership/capitalization structuring, angel rounds of investments, and entity management and control issues. Representation extends to assisting these clients in legally securing their technology with patents, copyrights, trademark, and employee confidential and intellectual property assignment agreements. Clients have included companies in the bio-sciences, medical devise, technology and software, healthcare, and ecommerce industries, in the formation of early stage emerging growth technology companies.
  • Represented various accredited investors who are active in making angel private equity investments into emerging growth companies involved in technology, software and biosciences. Counsel provided included helping clients evaluate deal terms in relation to standard terms and conditions, as well as negotiate to secure more favorable terms for the investor.
  • Represent various clients in connection with significant commercial contracts with large customers and suppliers. These matters involve negotiation and drafting of contract terms relating to product and service warranties, remedies, infringement, indemnification and limitation of damages and liability. Representation also includes drafting supply agreements, master service and consulting agreements, reseller agreements, and licensing agreements.
  • Represented emerging growth company in the energy industry in a private offering of secured convertible notes with warrant coverage by structuring the terms of the note, drafting the note and security agreement, and advising the client on security law matters, including drafting the subscription agreement. The client secured $5 million by offering a secured convertible note with attached warrant coverage.
  • Not all emerging growth companies end with a successful sale or exit. We acted as outside general counsel to a financially stressed growth technology company that had failed to secure additional venture capital and needed assistance through the liquidation/sale process of the company, including significant intellectual property assets.
text icon Publications & Presentations
Drafting and Negotiating an Operating Agreement for an Emerging Growth Company
Chicago Bar Association, Business Law, Drafting & Negotiating Subcommittee
September 14, 2016
text icon Publications & Presentations
Limited Liability Companies
National Business Institute CLE Event
June 16, 2015
text icon Publications & Presentations
Illinois Business Law: Mergers and Acquisitions
Illinois Institute for Continuing Legal Education
September 2013
text icon Publications & Presentations
Illinois Business Law: Mergers and Acquisitions, 2013 Supplement
Illinois Institute for Continuing Legal Education
Updated Chapter 2 (Letters of Intent); Chapter 5 (Sale of Assets-Form of Asset Purchase Agreement with commentary); and Chapter 6 (Sale of Stock Purchase Agreement with commentary)
September 2013
text icon Publications & Presentations
Illinois Business Law: Mergers and Acquisitions (Contributing Author)
2011 Edition - Presented by Illinois Institute for Continuing Legal Education
April 15, 2011
text icon Publications & Presentations
Sale of Stock
Business Law Series Vol. IV: Mergers and Acquisitions
2008 Supplement (IICLE, 2008) (with co-author Jeremy Stonehill)