Senior Associate, Structured Finance
September 2005 to April 2007
Represented commercial lenders, asset-based lenders and institutional investors as lead senior associate in structuring, drafting and negotiating corporate financings (secured and unsecured) and asset securitization transactions.
Senior Associate, Business and Finance
September 2000 to June 2003
Represented domestic and international clients in both public and private corporate transactions, mergers and acquisitions and corporate financing transactions. Extensive experience with securities matters and transactions, including conducting negotiations with regulatory authorities. Functioned as corporate secretary for clients, including holding director and shareholder meetings and maintaining corporate books and records. Implemented corporate compliance programs through the institution and design of corporate policy manuals, risk management manuals, reporting and compliance forms for corporate governance, and policy and procedures for the protection of proprietary information.
Senior Associate, Corporate and Securities
April 1999 to August 2000
Represented domestic and international clients in general corporate transactions, corporate financing transactions (including negotiations of receivables facilities, credit facilities and term loans, and private placements), mergers and acquisitions of both public and private companies and restructuring transactions. Managed and negotiated complex transactions, simultaneously leading and training junior associates.
Associate, Business and Financial Services
May 1997 to March 1999
Represented commercial lenders, asset-based lenders, institutional investors, and venture capitalists as lead associate in structuring, drafting and negotiating corporate financings (secured and unsecured), the purchase of debt and equity interests, mergers and acquisitions, recapitalizations, and asset securitization transactions.
General Counsel and Secretary
June 1993 to April 1997
Sole legal counsel representing a growing international public company (NASDAQ SmallCap: UHLD) with revenues of $97 million specializing in the healthcare and biopharmaceutical services industries. Rendered domestic and international advice to senior management. Designed and implemented corporate governance and reporting program for SEC compliance. Structured, drafted and negotiated all domestic and international corporate documents. Effectively managed and advised outside counsel of litigation matters. Conducted all negotiations with and drafted all periodic filings and responses to the SEC.
Deputy General Counsel and Assistant Secretary
($5 billion NYSE listed, S&P and Fortune 500 wireless service carrier)
Deputy General Counsel and Assistant Secretary 04/07-Present
Providing strategic legal counsel and transactional expertise for the Company's corporate transactions, securities, mergers and acquisitions, finance and governance matters.
Oversee and lead compliance with all applicable securities laws, regulations, stock exchange rules and related regulatory compliance. Draft, negotiate and file all the Company's securities filings, including the proxy statement and public offering materials, including debt and equity offerings, and prepare and file all periodic reports and Section 16 filings. Organize and prepare all materials for the Annual Meeting of Stockholders, including managing relationships with the transfer agent, solicitor, NYSE and other third parties. Handle and respond to all stockholder proposals.
Oversee and provide legal counsel to Investor Relations department. Review and lead compliance on all investor presentations, press releases, earnings releases and stockholder matters. Provide counsel to the Marketing and Communications team on national press releases.
Provide legal support and advise executive management and human resources on executive compensation, employment and related matters. Provide legal support and advise executive management on stock plan administration and activity. Administer the Company's equity agreements under existing equity plans and all related documents and compliance with the Company's Insider Trading Policy, including administration of all 10b5-1 trading plans.
• Draft and handle all SEC reporting
• Drafting and handling of recission offering, exchange offers, consent solicitation, debt offerings under a S-3ASR and offerings under S-8 relating to the Company's defined benefit plans
Mergers and Acquisitions
Advise and serve as primary counsel for the Corporate Development team providing strategic legal advice, transactional expertise and business advice and solutions on complex and critical issues and matters. Counsel executive leadership in the evaluation and preparation of all corporate opportunities and corporate transactions, including all letters of intent, non-disclosure agreements, asset purchases, acquisitions, mergers, joint ventures or alliances, divestitures, exchanges, corporate restructuring, capital market transactions and other complex transactions. Draft and negotiate all deal documents related to such corporate opportunities and transactions.
• Closed largest U.S. business combination in 2012 with Deutsche Telekom/T-Mobile USA with a value in excess of $30 billion and numerous other mergers and acquisitions totaling over $300 million
• Negotiated two other major acquisitions in 2011/2012 valued in the aggregate in excess of $30 billion, which were not signed
• Closed on approximately $194 million in license/spectrum purchase agreements, exchange agreements and asset purchase agreements and related documents, including transition services agreements
Oversee and provide guidance on all corporate governance matters. Draft, review and revise corporate policies and procedures, including corporate governance guidelines, codes of conduct, the whistleblower policy, and the related party policy. Act in the corporate secretarial function of preparing, drafting and maintaining corporate minutes, administering D&O questionnaires, annual assessments, and maintaining all committee charters and advising executive management on all board related matters, stockholder proposals, corporate structural issues and risk management.
• Maintain all corporate governance and compliance programs required for a NYSE listed company, including Corporate Governance Guidelines, Corporate Charters and NYSE listing requirements
• Manage and handle all SEC reporting
• Maintained substantial corporate governance protections since IPO; successfully passed three year say on pay vote and implemented executive change in control and severance programs
Provide legal advice to the Treasury Department and executive management on all corporate financings and assist with the negotiation of all corporate financings, including secured and unsecured public and private offerings and compliance thereto, including quarterly compliance reviews of all financing documents.
• Closed a number of leveraged and high yield, registered and 144A financings, secured loans, exchange offers, consent solicitations and other financial transactions totaling approximately $24 billion
Masters in Law
September 1991 to November 1992
Bachelor of Business Administration