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James H. Mann

James Mann's practice focuses on consumer payment devices, payment systems, and loyalty programs. Mr. Mann represents parties to agreements for the issuance of many types of consumer payment devices, notably prepaid cards as well as general purpose, private label, and agent bank credit cards. He also advises on the design of online commerce platforms and represents parties to agreements regarding payment processing; the outsourcing of issuing and processing functions and the procurement of the related technology; the sale of issuing or processing businesses and the associated receivables; and network branding, pricing, and marketing. In recent years, many such agreements have involved mobile payments, utilizing a variety of networks and technologies. Mr. Mann's transactional practice remains centered on the United States, but in recent years has also embraced the Caribbean, Latin America, Europe, and other foreign markets.

In addition, Mr. Mann provides advice on the applicable Federal laws and regulations, as well as the applicable payment-system rules. Examples include the CFPA, TILA, ECOA, EFTA, GLBA Privacy, the Federal FCRA, the FTCA, and the rules of NACHA, MasterCard, Discover, Star, Pulse, ACCEL/Exchange, and other debit networks. Mr. Mann also assists clients in commenting on agency proposals, in other interactions with the agencies, and in the development of compliance programs.

Mr. Mann represents parties in designing loyalty programs, for example to optimize commercial efficacy and intellectual property protection; outsourcing loyalty program functions; establishing loyalty coalitions; and drafting and revising loyalty program rules.

Practice Highlights
  • Program Agreements: Many agreements between issuers and airlines, soft goods chains, bookstore chains, discount chains, pharmacy chains, lodging chains, online retailers and communities, 529s, oil companies, consumer electronics chains, home-improvement chains, investment banks, closed-circuit TV networks, and others. Mr. Mann has also advised on many bids for such programs. A particular recent focus has been on secured-lending, workout, and bankruptcy-related issues in the context of these bids and agreements.
  • Commerce Platforms and Processing Agreements: Many agreements with airlines, oil companies, film studios, hospital chains, online retailers, soft goods chains, consumer electronics chains and others. Mr. Mann has advised on many different processing structures, including a variety of so-called "Master Merchant" structures, for clients interested in optimizing their online commerce platforms.
  • M&A Agreements: Many agreements for the purchase or sale of card portfolios and related assets, including several in excess of $1.5 billion; establishment, merger, and renegotiation of major acquiring/processing alliances; sales of processing subsidiaries and other transactions.
  • Network Agreements: Agreements for issuers to join networks (including previously closed-loop networks and mobile banking networks), strategic alliances between networks, many network pricing and interchange agreements, negotiated rules amendments, and related transactions.
  • Regulatory Advice: Recent engagements have focused on the CFPA, TILA, GLBA privacy, the FCRA, ECOA, and SB1.
  • Rewards Agreements: Agreements to establish rewards coalitions, manage retailer relationships and redemption procedures, source rewards, establish jointly-owned rewards websites, and related matters.
  • Loyalty Programs: For automobile manufacturers, oil companies, restaurant chains, food-service chains, and other retailers.