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EXPERIENCE
Practice emphasizes business representation, including technology-based and publicly-traded companies, with an emphasis on public and private securities transactions (private and venture capital securities offerings, public company disclosure compliance and public offerings, and stock option plans), corporate finance and operation (board of directors fiduciary duties; mergers, acquisitions, and sale of businesses; and, executive compensation), and intellectual property development and licensing (development and joint venture agreements; licensing; and, company policies on trade secrecy, patents, employee training, and related matters).
Public offering/finance: More than $250 million in IPO and secondary offerings of equity; $115 million private offering of convertible notes and follow-on public registration.
Acquisitions: $300 million acquisition of Alantro Communications by Texas Instruments; more than $150 million of public company and private company acquisitions; activities include structuring, negotiating, and documenting acquisitions; planning role included consideration of SEC, corporate law, and accounting issues; conducted complex acquisitions involving employee ownership and ESOP issues, involving California fairness hearing process.
Governance, board and management issues: Advised Board and management regarding governance obligations established by SEC, state law, and exchanges, including adoption of committee charters, and actions and reports by committees; advised on executive compensation, including stock option and stock purchase plans and related disclosures; board and committee minutes; fiduciary duty issues; corporate law issues.
Securities disclosure/compliance: Advised and assisted clients with preparation and filing of mandatory SEC reports; advised and assisted clients in preparation of disclosure materials that are not filed with the SEC, including press releases, conference call scripts and background briefings for securities calls and webcasts; organized and assisted in review of disclosures.
Licensing: Negotiated and prepared licensing and joint development agreements.
Intellectual Property protection: Reviewed and negotiated confidentiality agreements; reviewed company practices to protect trade secrets; prepared patent and trademark development policies; worked with engineering and patent counsel to ensure timely action on patent applications.
Contracts: Reviewed, negotiated, and prepared contracts with customers, manufacturers, licensees, landlords, consultants, sales representatives and distributors; where relevant, reviewed anti-trust compliance issues.
Litigation management: Shareholder litigation, labor litigation (defense); patent infringement (plaintiff). Appeared personally in environmental and labor agency proceedings.
Labor: Worked with human resources department and outside labor counsel on matters such as dismissals, investigation of harassment and discrimination claims, employee raiding issues, and intellectual property protection training.
International: Worked with overseas counsel to establish international subsidiaries and address in-country issues; worked with business unit principals in import/export certificates and duty issues.
board and committee MEMBERSHIPS
Sacramento Area Regional Technology Alliance, Director
Sacramento Area Commerce and Trade Organization, Finance Committee Member
State Bar of California Business Law Section, Corporations Committee, Former Committee Member ; Former Co-Chair
American Electronics Association (AeA), Sacramento Area Council, Former Director
UC Connect Advisory Board, Former Member
Sacramento Discovery Museum (and predecessor, Sacramento Science Center ), Board of Directors, Former Member; Former President of Board
EDUCATION
Boston University School of Law (J.D., cum laude , 1985)
California State University, Sacramento (B.A., 1975) |
