Jason R. Parnell

Associate | San Francisco

jparnell@mofo.com | (415) 268-7521

jparnell@mofo.com
(415) 268-7521

Jason Parnell is an associate in the San Francisco office of Morrison & Foerster and is a member of the firm’s global Corporate Department.

Jason represents public and private companies, investors, entrepreneurs, and investment funds in a wide array of corporate matters, including mergers and acquisitions, public and private securities offerings, joint ventures, and private equity and venture capital financings.

Jason also represents emerging growth companies in all corporate, transactional, and financing matters.  Additionally, Jason has experience advising clients in ’33 Act and ’34 Act reporting and compliance, asset-backed securitizations, corporate governance, franchise law, tax-based restructurings and corporate reorganizations, securities law violations and enforcement, the formation and dissolution of taxable and tax-exempt entities, and commercial real estate acquisitions and dispositions.

In his spare time, Jason authors law review articles on a variety of business law topics that have been featured in the University of Pennsylvania Journal of Business Law, the University of Virginia Journal of Law and Politics, and the Los Angeles Lawyer.  He also currently serves as a member of the Executive Boards of the Business Law Section for the Los Angeles County Bar Association (LACBA), the Barristers / Young Lawyers Section of LACBA, the LACBA Counsel for Justice, and the Corporations Committee for the State Bar of California. 

While in law school, Jason was a national mock trial competition semi-finalist for the University of Florida Trial Team and a research editor for the Florida Journal of International Law.  Jason also served as a judicial extern for the Honorable Virginia A  Phillips, Chief Judge of the United States District Court for the Central District of California, and the Honorable Charles Margines, California Superior Court judge, where he performed research and drafted orders on a variety of corporate and business law issues, including complex commercial contract disputes, piercing the corporate veil, Ponzi schemes, and corporate fraud. 

Prior to joining Morrison & Foerster, Jason was both a corporate and real estate associate at a major international law firm in Los Angeles.

Representative Experience

Mergers and Acquisitions

Represented Salesforce.org, the charitable affiliate of Salesforce.com Inc. (NYSE: CRM), in its conversion and reorganization from a nonprofit corporation to a for-profit corporation and its subsequent sale of 100% of its equity to a subsidiary of Salesforce.com Inc. in a transaction valued at $300 million with an additional $200 million available in earnouts. 

Represented an investment subsidiary of Alleghany Corporation (NYSE: Y) in the $100 million equity acquisition of 84% of a global firm with over 800 personnel worldwide that delivers technical consulting, design and engineering, and complex research in the pharmaceutical and biotechnology industries. 

Represented a for-profit charter school system in a set of multi-entity merger transactions valued at $200 million to convert the system into a tax-exempt, nonprofit educational system. 

Represented high net worth individual in the contribution of his ownership interests in hundreds of entities and properties throughout New York City to a newly-created holding company in a transaction valued at $400 million.

Securities and Capital Markets

Represented a real estate investment fund in the creation of several $100 million investment funds to offer limited partnership interests to accredited investors pursuant to Rule 506(b) of Regulation D and raise capital for various commercial and residential property portfolios throughout the United States. 

Represented a limited liability company in a Regulation A, Tier 1 offering of $20 million in Class A units to raise capital for a newly constructed, approximately 63,355 square foot, indoor basketball and volleyball sports facility in Orange County, California. 

Represented a commercial power supplier in a bond financing transaction with the California Municipal Finance Authority to provide the commercial power supplier with public funds to acquire, install, and maintain an independent power supply system to sell electricity to a popular public aquarium in Southern California. 

Represented a real estate investment firm in the creation of several investment funds to offer to accredited investors via special purpose entities tenancy-in-common interests in individual commercial real estate properties pursuant to Rule 506(c) of Regulation D. 

Venture Capital

Represented entrepreneurs in the formation, organization, qualification to do business, and convertible note financing of a startup technology company in Los Angeles, California. 

Represented Texas staffing company in the formation, organization, qualification to do business, and eventual Series A preferred stock financing of a startup cannabis lab in Southern California. 

Finance

Represented Deutsche Bank (NYSE: DB), acting as collateral administrator, securities intermediary, and security agent, in a warehouse credit facility transaction of $500 million in connection with the acquisition of corporate and mortgage loans to be securitized and issued by the borrower in a corresponding collateral loan obligation transaction and note issuance.  

Represented Deutsche Bank (NYSE: DB), acting as trustee, in a collateral loan obligation transaction and Rule 144A note issuance totaling approximately $621 million, with the underlying loans consisting primarily of revolving syndicated senior secured loans managed by Prudential Investment Management Inc. 

Represented Deutsche Bank (NYSE: DB), acting as bond trustee and note trustee, in the closing of the first securitization of $104 million in notes secured by property assessed clean energy bonds.

Real Estate

Represented a joint venture (between a real estate investment fund and a corporation) in acquiring two adjacent, but separately-owned, high rise buildings in Downtown Los Angeles.

Represented buyer, a prominent commercial real estate developer, in the purchase of several high-rise buildings in Downtown Los Angeles. 

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