•Commercial Transactions (including contract drafting and negotiations with vendors and business partners)

•Financing and Securities Filings

•Intellectual Property

•Privacy and Data Protection

•Facilities/Real Estate

•Sarbanes Oxley Compliance

•Corporate Governance

•Mergers and Acquisitions and associated Due Diligence

•Human Resources

 

•        Commercial Transactions/Contracts:


• Counseled teams on relevant contractual issues and drafting, negotiating and closing multi-million dollar transactions with Fortune 500 companies.

• Extensive experience with licensing, requiring a strong understanding of revenue recognition, and an innovative approach to resolving customer challenges, and other agreements such as partner, distributor, reseller and OEM deals.

• Drafted, revised and negotiated complex commercial contracts and addressed business issues in creative and effective ways with minimal day-to-day supervision.


•        Finance:


• Significant experience with public and private debt and equity financings (up to $30M) and conversions, joint venture opportunities, and equity/profit/bonus plans for employees.

• Versatile experience in reorganization, restructuring and bankruptcy, and securitization of tangible and intangible assets.

•  Developed economic and financial models, including capitalization tables, use of proceeds, and land development scenarios. 

• Analyzed financial information, financial statements and footnotes to SEC filings and suggest opportunities to impact bottom-line results. 

• Analyzed company operations to pinpoint opportunities and areas that need to be reorganized, down-sized, or eliminated.

• Ensured compliance for all internal and external financial reporting requirements.

• Actively involved with outside auditors on both audited and unaudited financials. 


•        Intellectual Property:


• Advised clients on intellectual property matters including patentability of inventions, copyright protection, validity of trademarks, and infringement claims.

• Worked with technology and business leaders to develop value-driven intellectual property strategies.

• Assessed trademark usage and filed appropriate registrations with the USPTO.

• Active participation and/or drafting of patent applications.


•        Organization:


• Advised clients on appropriate form of incorporation (S, C, LLC, sole proprietorship) based on short-term and long-term goals and associated tax considerations.

• Formed new entities, subsidiaries, limited liability companies, partnerships, and joint ventures in the United States, Europe and Australia. These included real estate joint ventures, software distribution agreements, and opening European offices for employees.

• Spearheaded projects to obtain or renew insurance (health, directors and officers, property, etc.) and banking lines of credit.


•        Privacy/Data Protection:


• Identified, implemented and maintained privacy policies and procedures in accordance with state, federal laws (including laws in the European Union).

•  Aligned security and privacy practices with product development and IT departments.

•  Established and administered process to collect, respond and act on concerns related to the organization’s privacy policies and procedures.


•        Facilities/Real Estate:


• Negotiated terms for joint venture, sale, leases, subleases, and intra-state moves and ensured smooth transitions including information technology systems.

•  Managed properties and outside consultants in multiple states.


 •        Human Resources:


• Extensively involved with hiring (including executive levels) and termination, including reductions-in-force, of employees.

• Managed processes to ensure employment manuals and hiring documents conformed to state and federal law.

•  Created structure and process for employee drug testing. 

• Provided guidance to human resources on numerous topics affecting businesses today and ways to mitigate risk associated with the employer-employee relationship.


•        SEC/Sarbanes Oxley/Corporate Compliance:


• Experienced with Securities Exchange Acts of 1933 and 1934, including quarterly and annual filings, Section 16 requirements for officers and directors, and various regulations and registration statements. 

•  Successfully represented company in an action brought by the SEC Enforcement Division and restated previous SEC filings, both quarterly and annual reports.

•  Intricate knowledge of Sarbanes requirements. 

• Drafted audit and compensation committee charters as well as business and ethics policies to support Sarbanes initiatives. 


•        Corporate Governance:


• Day-to-day processes and policies affecting the way in which a company is directed, administered or controlled.

• Advised the board of directors and acted as corporate secretary.

• Managed investor relations and shareholder related issues.

• Significant experience managing stock option plans and other equity incentive plans.


•        Risk Management:


• Measured and assessed risk, determining strategies to mitigate or remove risk.

• Focused solutions and excellent negotiation skills minimized need for litigation.

• Litigation and dispute resolution (mediation and arbitration) experience.  


•        IT Function:


• Worked with IT in order to effectively buy equipment, license software, manage internal and external resources, transmit information, and store and retrieve information (including retention policies).