GENERAL COUNSEL / SENIOR EXECUTIVE TEAM
Combination of private practice and general counsel experience in business law and litigation with proven results of partnering with management teams in achieving corporate objectives and managing risk.
HIGHLIGHTS OF EXPERIENCE
• 20 years experience as top flight lawyer in all aspects of the insurance industry (property & casualty and life & health) with hands on mergers & acquisitions, regulatory, ERISA and litigation experience.
• General counsel and senior in house counsel experience with highly regarded companies in the insurance, healthcare and financial services industries.
• Senior management, law department leadership, corporate secretarial and governance experience.
• Former Partner in top tier law firm.
AV Rated Lawyer With 20 Years Experience♦Broad Insurance Industry Knowledge (P&C and L&H)♦Litigation & Risk Management♦Corporate Governance♦Mergers & Acquisitions♦Compliance♦Strategic Business Planning & Execution♦Contract Law♦Corporate Secretarial Functions♦Managing Bankruptcy, Intellectual Property and Employment Issues♦Service and Vendor Agreements♦Crisis Management♦ Licensing♦Executive Employment Agreements♦Managing Outside Counsel♦Law Department Management♦Reducing Legal Expenses♦Former Partner in Top Tier Law Firm♦
Experience Achieving Private Equity Investment Objectives
CAREER HISTORY AND SELECTED ACCOMPLISHMENTS
May 2007 to Present
Law Offices, Managing Member, Annapolis, Maryland.
Private practice law firm focused on risk management, business and litigation management issues to perform outsourced general counsel and consulting services for insurers, brokers, private equity firms and middle market service companies.
November 2006 to May 2007
LARGEST PRIVATELY HELD EMPLOYEE BENEFITS BROKER & CONSULTANT IN U.S. (AFTER ACQUISITION OF PREVIOUS EMPLOYER), Executive Vice President & General Counsel, Buffalo, New York.
Appointed General Counsel its subsidiaries following acquisition of prior company. Teamed up with the General Counsel of the holding company to create the plan for the legal aspects of the integration (licensing, mergers of subsidiaries, combining customer agreements, renegotiation of key vendor agreements, creating new employment agreements, and developing legal strategy for synergy related work force reductions). Resigned as a result of the acquisition after integration plan was finished.
June 2002 to November 2006
PRIVATELY HELD EMPLOYEE BENEFITS BROKER & CONSULTANT FIRM, Executive Vice President, General Counsel and Corporate Secretary, Baltimore, Maryland.
Recruited to join FIRM by its CEO and its private equity investor to serve as the chief legal/compliance officer and member of the senior executive management team. The FIRM is a consultant and intermediary broker of insurance products and services for self-funded employee benefit plans. In premium equivalents (cost of insurance, overhead and claim payments), its book grew from approximately $500 million under management in 2002 to over $2 billion in 2006. Despite declining revenues and increased competition, three bet-the-company lawsuits and a major DOL investigation, the management team quadrupled the company’s EBITDA and shareholder ROI through expense & exposure management, acquisitions, and enhanced products and vendor arrangements. By 2006, the FIRM had over 500 employees, 21 offices and business throughout the United States.
In addition to contributing to the management team’s initiatives, contributions to the company include:
• Assisting in the mergers and acquisitions of three companies in 2004, and Corporate Benefit Services of America, Inc. (CBSA) in 2006, as well as the sale of The FIRM in November of 2006.
• Creating professional and clear customer agreements with enhanced disclosures regarding compensation and inter-company affiliations, and driving the initiative of getting the agreements executed within six months.
• Collaborating with CEO, CFO and Board in changing business model from outsourcing claim administration services to acquiring an entity to provide services directly.
• Renegotiating terms of major vendor agreements enabling execution of new business model.
• Retaining major at-risk clients through direct negotiations and problem solving.
• Enhancing corporate branding by managing intellectual property rights registrations, preventing infringements, protecting copyright interests, and by reviewing marketing and public relations materials.
• Providing advice regarding internet transactions such as electronic contracting, employee benefit enrollment, and claim look-up portals consistent with electronic commerce and privacy laws.
• Preparing, reviewing and negotiating non-disclosure agreements (NDA’s), confidentiality agreements and letters of intent (LOI’s).
• Drafting key employee and executive employment agreements and non-competes.
• Improving vendor contracts, corporate structure and customer agreements of subsidiary prescription benefit manager to strengthen positions regarding prescription drug rebates and pricing.
• Managing compliance department’s success in developing and executing plan to correct two-year backlog in preparing over 200 new and restated client plan documents.
• Influencing core culture changes resulting in more professional and compliant business practices
Litigation and Exposure Management:
• Achieving immediate reduction in annual outside legal fees and ordinary course claims by over 50% by handling legal matters in house, managing outside counsel, negotiating new fee arrangements, and aggressively resolving aging litigation.
• Managing resolution of customer’s treble-damage lawsuit against company and former officer alleging ERISA fiduciary breaches with serious insurance coverage and reputation exposure.
• Guiding the no-action closure of a major, two-year Department of Labor (DOL) investigation through proactive responses to inquiries into business practices regarding commission and contingent compensation; creating new financial reconciliation procedures regarding escrow accounts; and implementing new benefit plan document provisions to improve ERISA and DOL compliance.
• Setting strategy for the company in overcoming a subcontractor’s raid on its book of business by laying groundwork for moving the book to another subcontractor, managing negative publicity, and obtaining an injunction against further interference. Helped thwart the sub-contractor’s multi-million dollar counterclaim alleging RICO violations and breach of contract.
• Restructuring the D&O, E&O and Fiduciary Bond insurance program resulting in enhanced coverages and reduction of premiums up to 25% by selecting new brokers; purchasing coverages net of commissions; negotiating direct broker incentives in lieu of commissions; developing new internal risk management processes (early/proactive responses to customer complaints, improved indemnity and hold harmless contract protections in vendor and client agreements); reducing ordinary course claim and litigation settlements by more than 30%; and by improving the company’s risk presentation to underwriters.
• Managing successful prosecution of claim against employee for misappropriation of trade secrets and defense of employee’s whistleblower counterclaim.
Compliance & Corporate Governance:
• Assisting the Board in a senior leadership restructuring and resolving stock put litigation and severance triggers of employees affected by the restructuring.
• Serving corporate secretarial functions for the holding company and its subsidiaries.
• Implementing HIPAA privacy standards and training with minimal reliance on outside counsel and avoiding projected outside costs of up to $500,000.
• Managing legal aspects of three reductions-in-force that resulted in only two employment claims, each of which were dismissed.
• Implementing Sarbanes Oxley compliance procedures.
• Instituting Producer and TPA licensing compliance practices in 42 states.
• Managing responses to DOL and insurance commission complaints and investigations.
• Resolving charges of sexual harassment against a subsidiary executive and advising CEO on steps that resulted in no legal action against company.
July 2001 to June 2002
MAJOR MID-ATLANTIC FIRM WITH OFFICES FROM WASHINGTON, D.C. TO NEW YORK, Equity Partner, Baltimore, Maryland. Member of the firm's National Insurance and Financial Institutions Practice Group.
Welcomed back to former law firm (which had merged with this firm) after a five-year hiatus to work in house. Rejoined the firm on the eve of 9/11 and the tightening of the insurance markets after the collapse of several reinsurers. Practice focused on assisting the firm’s business clients whose insurance coverage was jeopardized by helping prevent cancellations of coverage, reviewing alternative risk transfer opportunities (insurance pools, risk purchasing groups, and offshore captives) and assisting broker clients with related business issues. One of these clients was The FIRM that was sold in November of 2006. After resolving its insurance difficulties, was asked by FIRM and its majority investor (also a firm client) to join the FIRM’s management team.
August 1996 to July 2001
MAJOR U.S PROPERTY AND CASUALTY CO. & ACQUIRED COMPANY (Positions listed below).
January 2000 to July 2001
Assistant Vice President & Group General Counsel, Global Specialty Products, XYZ, Minnesota.
Recruited by General Counsel to lead legal group providing business counsel to the Company’s specialty underwriting insurance groups. The specialty underwriting insurance groups consisted of the company’s business units for Financial & Professional (specialty coverages for financial institutions, insurance companies, lawyers, accountants and other professionals), Oil & Gas, Excess & Surplus Lines, Public Entities, Health Care (medical malpractice), Marine, and Technology insurance products. This block of business represented over $1 billion in premiums. Reported to the deputy general counsel, and had three attorneys, two paralegals and an assistant as direct reports. Examples of contributions include:
• Assisting the President of Public Entities acquire and integrate a $60 million book of affinity business purchased from MAJOR US BROKER that provided insurance products to public entities under the name XYZ.
• Negotiating preferred vendor and marketing agreements with associations such as the American Bankers Association.
• Assisting with product roll-out (and withdrawal) strategies addressing state regulatory requirements, and utilizing alternatives such as surplus lines and the New York Free Trade Zone to expedite market entry.
• Providing lead counsel to the company’s risk management team in structuring its own D&O and E&O insurance coverages, catastrophe bonds and retrocessional reinsurance placements.
• Acting as liaison counsel to Subsidiary companies in London, New York and Hartford.
Left this position in 2001 in order to rejoin law partnership. Firm held partnership position since 1996.
October 1998 to January 2000
Group Counsel, Claim Legal Services, Baltimore, Maryland.
Following acquisition of Baltimore insurer in April 1998, helped lead counsel meet acquirer’s challenge to integrate Coverage Legal program into the combined company. Examples of contributions to help the legal team meet this challenge include:
• Establishing a panel of approved outside counsel to be used throughout the country and achieving outside counsel cost reduction goals.
• Recruiting new attorneys and paralegals for in house positions and growing the group from 5 attorneys and 1 paralegal to 16 attorneys and 4 paralegals.
• Leading a group of attorneys responsible for providing coverage advice, opinions and litigation management in three U.S. regions.
• Assisting with the integration of specialty insurance underwriting and product development.
• Resolving major coverage and bad faith actions against the company throughout the United States notably in Alabama, Texas, Louisiana, Mississippi, Utah, and Arizona.
August 1996 to October 1998
Senior Counsel, Claim Legal Services, Acquiring and Acquired Companies, Baltimore, Maryland. (Employer changed with the acquisition in April of 1998).
Recruited to join Legal Department in 1996 while acting as company’s outside counsel. Assisted the company’s lead coverage lawyer with creating an in-house legal unit to manage its insurance coverage positions nationally and providing coverage opinions in house. Within approximately 18 months, the program had been engrained throughout the company, and its staff was expanded to 5 attorneys and 1 paralegal with reductions in outside counsel fees, and improving the company’s coverage positions nationally. Additional contributions include:
• Assisting underwriters in the development of new specialty insurance products by drafting policy forms, helping finalize reinsurance support, reviewing rate and form filings, and helping create plans for entering markets in light of regulatory constraints.
• Counseling Corporate Risk Manager and negotiating a manuscript, combined $100 million E&O and D&O insurance program with AIG.
December 1990 to August 1996
Major Baltimore Law Firm, Partner, Baltimore, Maryland (Partner, January 1994 to August 1996; Associate, December 1990 to January 1994).
After joining Firm, practice transformed from a general insurance defense practice to defending insurers in bad faith litigation, insurance coverage matters, and defending insurance agents & brokers in litigation and regulatory proceedings. Built business side of practice by providing brokerage clients counsel in matters such as brokerage agreements, acquisitions, and licensing issues before the Maryland Insurance Administration. Additionally, represented the Maryland Insurance Commissioner as the receiver for an insolvent insurance company (Maryland Indemnity) and completed the wind-down of its operations. Left with firm’s support to gain in-house experience with client.
August 1987 to December 1990
Boutique Litigation Firm, Associate, Baltimore, Maryland.
Practice emphasis in insurance, general and automobile tort, product liability, construction, trust, and maritime litigation. Counseled small businesses in corporate, real estate and transactional matters. Recruited by next firm to join its trial department.
January 1984 to August 1987
Major Baltimore Law Firm, Law Clerk, Baltimore, Maryland.
Provided assistance to the trial department in litigation matters including insurance coverage, product liability, automobile torts, and defamation. Worked in this position full-time while attending law school.
August 1983 to January 1984
Claim Representative, Maryland Casualty Company, Baltimore, Maryland.
Handled all aspects of commercial liability claims (automobile and general liability). Worked in this position full-time while attending law school.
June 1981 to August 1983
Claim Representative, Aetna Life & Casualty, Baltimore, Maryland.
Trained at Aetna University in Hartford in all basic aspects of personal and commercial lines coverages and claim handling; following training assigned to the Trumbull, Connecticut office and then transferred to Baltimore to be one of two claim representatives transferred to handle Dalkon Shield claims and litigation in Maryland.
Juris Doctor, The University of Baltimore School of Law, Baltimore, Maryland.
• Class Rank: Top 20%
• American Jurisprudence Award for Insurance Law
• Member, University of Baltimore Law School Hearing Board
Bachelor of Arts, Roanoke College, Salem, Virginia.
PROFESSIONAL MEMBERSHIPS & CIVIC FUNCTIONS
• Maryland State Bar Association
• District of Columbia Bar Association (inactive)
• American Bar Association
• The Bar Association of Baltimore City
• The Anne Arundel Bar Association
• Risk & Insurance Management Society (RIMS)
• Professional Liability Underwriters Society (PLUS)
• Board of Directors, Navy Youth Hockey Association, Inc.
• Volunteer, Habitat for Humanity, Hancock County, Mississippi and Dorchester County, Maryland
MARTINDALE - HUBBELL RATING - AV (Insurance Law and Litigation)