Henry Ian Pass


Henry Pass has developed a diverse and sophisticated boutique corporate and commercial litigation practice with an emphasis in corporate, commercial and real estate transactions, and commercial litigation.  He handles a wide variety of matters, such as business formations, business acquisitions and divestitures, business disputes, venture capital investments, broker-dealer and related securities litigation, software licensing and development, real estate sales and purchases, financing, leasing, construction projects and disputes, and partnership and shareholder disputes.  Such wide-ranging expertise gives Mr. Pass unique insight into the challenges faced by both emerging and mature businesses and the skill necessary to aid businesses in overcoming obstacles to success.

Mr. Pass represents a broad range of clients in complex transactions and commercial litigation including individuals, corporations, partnerships, limited liability companies, and non-profit organizations. As a sophisticated business lawyer, Mr. Pass also provides legal services to investment advisory firms, broker-dealers, banks, insurance companies, entrepreneurs, venture capital and private equity firms, software companies, real estate companies and hotel operators.

Since 1975, Mr. Pass has handled the negotiation and drafting of documents for highly complex and sophisticated real estate and corporate transactions, and has achieved exemplary results in his commercial and securities litigation practice.

Mr. Pass is rated AV by the preeminent Martindale-Hubbell Peer Review Rating System, which recognizes the highest level of legal excellence and ethical standards through rigorous review by lawyers and judges.  Achieved by only approximately 10% of attorneys nationwide, Mr. Pass’ AV rating was awarded based upon his legal knowledge, analytical capabilities, judgment, communication skills and legal experience.

Mr. Pass has been recognized as a Pennsylvania Super Lawyer in Securities Litigation since 2007 and a National Securities Litigation Super Lawyer since 2009.  Mr. Pass is a recognized expert in litigation and transaction matters involving broker-dealers, investment advisors, insurance companies, banks and other financial institutions, as well as complex cases involving both investors’ and financial service companies’ rights.

Mergers, acquisitions and divestitures, including the negotiation and drafting of complex stock, asset purchase and real estate agreements, are a significant component of Mr. Pass’s practice.  In that regard, Mr. Pass has been active in the M&A, venture capital and private equity communities and has been a staunch supporter of efforts to foster a world class private equity and entrepreneurial environment in the Greater Philadelphia area.  He has been particularly active in several organizations working to make the Greater Philadelphia region one of North America’s top private equity markets, including each of the following organizations, allowing him to provide informed advice on a wide variety of business issues:

  • Mr. Pass’ interest in the areas of investment and emerging business, both as an attorney and an angel investor, led to his involvement with the Pennsylvania Private Investors Group (now known as the Private Investors Forum (“PIF”)), an angel investor network that provides a forum for entrepreneurs to present their business plans to investors for the purpose of obtaining capital. Mr. Pass has been an active member, at one time serving as Chairperson of the Deal Flow Committee, which is responsible for identifying businesses for possible investment by members.  PIF is also responsible for organizing and hosting the Angel Venture Fair, one of America’s premier venture capital forums, held annually in Philadelphia.
  • Mr. Pass is a former member of the Board of Directors of the Greater Philadelphia Venture Group, now known as the PACT Alliance, which strives to develop a world class private equity and entrepreneurial environment by supporting programs and infrastructure that attract and generate better investment opportunities, effective, high quality private equity educational programs, initiatives that raise the Greater Philadelphia region’s positive economic profile, and frequent and pervasive networking opportunities.
  • A continuing interest in entrepreneurial endeavors led Mr. Pass to become involved in, and he is a former Board member of, the Entrepreneur’s Forum of Greater Philadelphia, Inc. (“EFGP”), an organization dedicated to fostering entrepreneurial activity among early stage companies and entrepreneurs in the Delaware Valley.
  • An avid rower for many years, Mr. Pass also serves on the Board of Directors of the storied Vesper Boat Club on Boathouse Row in Philadelphia.
  • In 2018, Mr. Pass was appointed to serve on the Children’s Hospital of Philadelphia’s Innovation Council, which assists CHOP’s Office of Entrepreneurship & Innovation in its mission to create a culture of entrepreneurship and innovation by identifying and elevating innovative solutions for pediatric pain points in healthcare, developing an innovation and entrepreneurship knowledge base, and forging strategic partnerships to serve the community.
  • For over 10 years, Mr. Pass has served as counsel to the Nantucket Preservation Trust.
  • From 2011 to 2018, Mr. Pass served as Assistant Secretary to the Board of Directors of The Pennsylvania Trust Company.

Mr. Pass has also served as a panelist or presenter at a number of conferences including the following:

  • He led a discussion of the business and legal aspects of angel private equity investments at the Private Investor Forum’s Angel Venture Fair Education Conference.
  • He served on a panel entitled “Idea Generation and Validation, the Business Plan” at the Eighth Annual Wharton Entrepreneurship Conference, which focused on the challenges entrepreneurs may encounter in formulating ideas for business ventures and preparing a business plan to implement them.
  • He co-presented a workshop entitled “Secondaries: a Legal and Taxation Perspective” at the Strategic Research Institute’s Third Annual Liquidity Alternatives in Private Equity Program, during which he discussed legal issues in secondary market private equity transactions such as due diligence; transfer restrictions; capital calls and clawbacks; representations, warranties, and indemnities; title issues; securities issues, and legal opinions.
  • He served as a facilitator for the Greater Philadelphia Venture Group’s Venture Institute V, working with a group of Institute participants who were following a recent venture capital case study based on a real company from inception through subsequent stages of development. His participation included leading discussions at each stage of the company’s growth on its business operations, strategy and financing needs and preparing his group for participation in the full Institute discussion of the company’s outcome where the groups learned how the key issues and the decisions identified by their group matched up with reality.

Mr. Pass was invited to be interviewed on WWDB’s “Lifestyles” radio program where he discussed the evolution and success of his boutique practice and the types of matters for which clients seek his legal and business acumen.  He was also a featured speaker on WWDB’s Executive Leaders radio program where he addressed the types of legal issues investors might encounter in dealing with their securities investment professionals.

Mr. Pass is a cum laude graduate of the Temple University School of Law, where he served as a Research Editor and Associate Editor of the Temple Law Quarterly. He also holds a B.A. in Political Science, cum laude, with distinction, from Boston University.  During his tenure in the Honors Program at Boston University, Mr. Pass was appointed by Boston Mayor Kevin H. White to serve as the Director of the Boston Urban Corps. Mr. Pass returned to Temple as a part-time instructor in its Department of Legal and Real Estate Studies from 1977-1981. He was formerly Associate General Counsel for The Penn Mutual Life Insurance Company, where he was responsible for a wide variety of corporate and real estate transactions, tax matters and commercial litigation involving Penn Mutual’s business operations and multi-billion dollar investment portfolio.

Mr. Pass is a member of the Pennsylvania and Massachusetts Bars, the American, Pennsylvania, Philadelphia and Montgomery County Bar Associations, and the Public Investors Arbitration Bar Association, and serves on various committees of those organizations focusing on issues germane to the venture capital and private equity community. He is also a member of the Temple Law Alumni Association, the National Association for Corporate Directors, the Association for Corporate Growth, and Life Sciences PA.

Mr. Pass’ publications include the following:

  • “Is Your Lawyer Providing Value-Added Legal Services?” Article appearing in Inside Business Newsletter, Spring 1997, Volume One, Number One
  • “Pennsylvania Supreme Court Review: July, 1973 – December, 1973” (co-author), 47 Temple Law Quarterly 514 (1974)
  • “Comprehensive Group Health Services Board of Directors v. Temple University: Maximum Feasible Partici­pation Under the Community Action Program” (case­note), 47 Temple Law Quarterly 771 (1974)
  • Unpublished Thesis: “Development Rights Transfer as a Land Use Technique and Its Legal Implications”