PRACTICE AREAS

I am a seasoned and experienced corporate attorney and executive specializing in all areas of corporate and business law, including the following:

Capital Raising and Finance: I represent borrowers in negotiating commercial loans and raising capital, in the form of debt or equity, with venture capitalists and other lenders and investors primarily through private placements.

Contracts: I represent clients in the negotiation of all types of commercial contracts, including vendor/supply agreements, distribution agreements, software and other intellectual property license agreements, confidentiality/non-disclosure agreements and engagement agreements.  One particular focus area involves representing energy service companies in the negotiation of their Master Services Agreements with their E&P customers.

Corporate Governance:  I represent and advise boards of directors and their committees in the fulfillment of their fiduciary duties on all aspects of their decision and policy making roles. I have particular experience assisting boards through the difficult process of implementing management changes at the C-level.

Employment Matters:  I represent employees and employers in the negotiation of executive and other employment agreements and separation agreements and in the resolution of employment related disputes.  I also prepare and maintain equity-based compensation plans for employers.

General Business:  I represent sole proprietorships and privately and publicly owned entities in connection with all aspects of starting, operating and liquidating their businesses with an emphasis on providing business and legal recommendations to assist the client in achieving its growth and development goals.  This includes the negotiation and preparation of shareholder, partnership, limited partnership and limited liability company agreements on behalf of majority and minority shareholders.

Litigation Management:  While I do not try cases, I assist corporate clients in handling their litigation, including managing the outside litigators, formulating early settlement strategies and case budgets, assisting in discovery responses, attending mediations as the corporate representative and providing audit response letters.

Mergers and Acquisitions:  My M&A practice involves representing buyers and sellers in structuring, negotiating and consummating mergers, acquisitions and sales and purchases of business entities and their assets.

Securities:  I am an expert in most aspects of federal and state securities laws, including state blue sky laws, the Securities Act of 1933, the Securities Exchange Act and the rules and regulations promulgated thereunder.  I represent clients in connection with the issuance and sale of debt and equity securities, primarily involving the private placement of securities.  I advise public company clients regarding most aspects of the regulatory regimes under which they operate, including compliance with SEC rules and regulations and the Sarbanes-Oxley Act of 2002 and its implementing regulations and preparation and review of related documents and filings (10-K’s, 10-Q’s, 8-K’s, Proxy Statements and press releases).  I have also been retained as an expert witness in securities related litigation.