Assistant General Counsel
Advised executive team of public holding company with $300 million annual revenues, its U.S. operating subsidiaries, and diversified international technology businesses on enterprise-driven legal issues, including acquisitions and divestitures, contracts, intellectual property, securities, export compliance, and employment law.
- Structured, drafted and negotiated U.S. and European merger and acquisition transactions, distribution contracts, and software joint ventures implementing key corporate finance strategies.
- Negotiated major loan facilities, resulting in funding for the business.
- Managed intellectual property portfolio and successful intellectual property litigation, and negotiated trademark licenses.
- Negotiated settlement of a $1 million lawsuit with under $7,000 of outside legal fees.
- Chaired Disclosure Committee and ensured compliance with securities laws.
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Chief Restructuring Officer, General Counsel and Corporate Secretary
Served as managing attorney for NYSE listed contract electronic manufacturer with international operations in three countries. Responsible for management of all legal issues and investor relations.
- Promoted to CRO to lead company through turnaround, including Chapter 11 process, sale of software/internet subsidiary and disposition of three operating businesses
- Served as chief operating officer of $100 million manufacturing organization and led auction sale of subsidiary improving return to creditors by 300%
- Successfully led design, negotiation and closing of $20 million in convertible debt and equity financings
- Drafted all registration statements, proxy statements, 10-Ks, 10-Qs and other securities filings
- Directed operations of Israeli start-up company developing pen based computer input/security device
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General Counsel and VP of HR
Chief legal officer for 1200 employee agency with nearly $1B in revenue;
- Managed staff of nearly 150 direct and indirect reports, $12 M budget, and outside counsel;
- Reviewed and implemented all policies;
- Legislative liaison responsible for working with legislators and special interest groups to inform policy and regulations and draft appropriate legislation;
- Advised executives and managers regarding legal issues
- Interpreted legislation and provided training and technical assistance to ensure compliance;
- Investigate alleged violations of law, including ethical violations, conflicts of interest, discrimination, fraud, waste, and misuse of taxpayer resources.
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Deputy General Counsel
Prepared securities filings, including equity and debt registrations, proxies, Forms 10-K, 10-Q and 8-K and employee benefit plan shares, and proactively addressed new SEC requirements. Supported annual shareholders meeting and addressed shareholder proposals, corporate governance, NYSE requirements and other board of director issues. Developed and trained executives on new disclosure controls. Drafted and negotiated non-disclosure agreements, lines of credit, ISDA, receivables, vendor and customer agreements, acquisition, divestiture and other M&A agreements. Directed legal team supporting worldwide sales organization and litigation. Addressed employee benefit issues.
- Created administrative efficiencies by standardizing customer contracting processes.
- Directed a team that created FCPA-based methodology for international distributors and provided FCPA, AdvaMed, false claims and anti-kickback training.
- Initiated and led accounting, investor relations, human resources and legal teams, which improved securities, corporate, and investor communications.
- Implemented and trained process that eliminated history of late Section 16 filings.
- Initiated risk management improvements.
- Member disclosure control committee and enterprise-wide risk management committee.
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Associate General Counsel-environment, Safety, Health & Procurement
Identified potential legal problems, then provided legal advice, guidance and leadership to clients and leadership team relative to regulatory policy and business operations at a $1.2 billion Department of Energy national laboratory involved in basic science research, energy research, including climate change. Achieved timely and satisfactory solutions to issues by persuading leadership to act to ensure compliance with laws and regulations related to key laboratory business areas. Prepared, reviewed and approved various transactional documents including subcontracts, memoranda of understanding, licenses, leases, and other technical or administrative agreements in various program areas including construction, insurance, energy research and international programs.
Key Achievements:
- Created a corporate distracted driving program where none previously existed saving tens of thousands in potential liability costs.
- Revitalized summer internship program through own initiative, mentoring summer interns.
- Led the legal portion of major environmental assessments and investigations of environmental compliance breaches including any corrective actions thus limiting corporate liability.
- Advised environmental remediation group involved in the clean-up of Department of Energy Manhattan project era facilities on effective legal strategies involving CERCLA removal actions.
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General Counsel - Director, Legal Solutions Group
Responsible for all risk management issues as well as litigation management.
- Created and oversaw the implementation of the Company's risk management program.
- Performed quality assurance function by resolving claims internally.
- Handled all real estate & property issues relative to the Company's five (5) office locations.
- Personally completed the licensing process for the Company's offices & its new India location.
- Managed process & procedure of the Legal Solutions Division and its revenue generating attorney network.
- Significant experience in complex corporate, contractual and transactional matters.
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Senior Vice President, General Counsel and Secretary
Senior lawyer, non-regulatory compliance officer, chief ethics officer and corporate secretary for
$4.7 billion, NYSE-listed Fortune 500 Medicare health care and insurance company.
- Managed complex forensic/compliance review of massive Medicare fraud; formulated
- Negotiated complex regulatory compliance opinion for proposed acquisition.
- Structured critical disposition so as not to require unobtainable lender consent.
- Concluded complex, transformative acquisition and associated financing transactions,
- Handled coverage disputes with directors' & officers' and errors & omissions carriers.
- Transitioned company from Nasdaq to NYSE without usual expense of outside counsel.
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Global Regulatory & Associate General Counsel
Managed Legal & Regulatory product compliance for food supplements and cosmetics worldwide in over 40 international markets
- Responsible for product claims, ingredient qualifications, approval of marketing literature, promotional materials and sales aids
- Managed and evaluated risk for sales, marketing, importation & exportation activities and provided solutions and resolved concerns with relevant regulatory agencies worldwide.
- Drafted and approved contracts, corporate transactions, research and development projects, and reviewed business operations and technical services processes and procedures
- Key member of product development team
- International expertise on food, drug and medical devices
- Company Representative for foreign and domestic trade associations and government relations
- Pharmanex General Management Committee member
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General Counsel
Director of an in-house legal department. Extensive experience in all aspects of acquisitions, billing and contracting.
- Drafted and negotiated all deal documents related to the acquisition of home health, hospice, assisted living facilities, durable medical equipment, and physician groups of various sizes.
- Reviewed all acquisition-related due diligence for general and health regulatory issues and drafted diligence summaries.
- Reviewed, revised and negotiated all contracts entered into by the parent company and over forty affiliates.
- Created accreditation and survey policies and guidelines to fully comply with the certification requirements of the Joint Commission on merged, acquired, and sold health provider companies.
- Performed research on a daily basis on a wide variety of health regulatory topics, including the corporate practice of medicine, noncompetition agreements, state corporation law, licensing laws, antitrust, False Claims Act, Stark Law, and the Anti-Kickback Statute.
- Oversaw ADR reviews on billing disputes and other billing issues with billings department.
- Oversaw the creation and implementation of the corporate compliance program in lieu of the Federal Sentencing Guidelines as outlined by U.S. Center for Medicare and Medicaid Services.
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Assistant General Counsel - Compliance
Advised on operating procedures and business practices in compliance with state and federal regulatory requirements.
- Compliance and oversight of illicit discharge enforcement, construction site and industrial facility enforcement, and preparing compliance reports for state and federal agencies.
- Reviewed environmental permitting matters.
- Carried caseload involving torts, property rights, and collection matters.
- Researched questions of law, public policy and fact situations and prepared memorandum.
- Negotiated and drafted easements, licenses, rights in land, administrative rules and regulations and conducted title searches.
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