BACKGROUND SUMMARY
SENIOR LEGAL EXECUTIVE and General Counsel with over 20 years of broad substantive experience at a law firm and leading Fortune 200 corporations. Advisor to both consumer and high technology industrial companies involved in manufacturing, service and software businesses. Strategically focused business lawyer with demonstrated ability in a fast-paced global economy to work as an integral part of an executive team and manage a legal staff that is responsive and cost-effective.
PROFESSIONAL EXPERIENCE
ROCKWELL INTERNATIONAL CORPORATION, Milwaukee, WI 1989 through December 2001
Associate General Counsel 1997 through December 2001
Rockwell International Corporation, Milwaukee, WI
$7 billion electronic controls and communications company.
Serve as one of two principal operating deputies to Rockwell’s Senior Vice President and General Counsel in a 24-lawyer legal department.
Vice President—Legal 1997 through December 2001
Rockwell Automation, Milwaukee, WI and Cleveland, OH
$4.5 billion supplier of industrial automation products, systems, software and services.
Responsible for overall global legal direction of division’s business affairs, including acquisitions, divestitures and joint ventures; antitrust; contracts and commercial matters; environmental law; employment law; securities law; technology, software and trademark licensing; and B2B e-commerce. Direct and provide leadership for legal staff that includes six divisional lawyers, as well as nine corporate specialty lawyers and numerous outside counsel as needed. Report to President and participate as key member of Senior Management Team.
· Transformed complex, contentious “bet the company” litigation into a successful $75 million acquisition that secured control over crucial software assets.
· Structured, led negotiations and supervised preparation of documentation for six additional acquisitions and four divestitures ranging in value from $5 million to $100 million.
· Obtained executive management buy-in and implemented a centralized, comprehensive contract approval and administration process that provided a framework to manage the company’s major liability risk.
· Provided leadership as part of the team that established the legal structure and business model of the corporation’s B2B e-commerce subsidiary.
· Addressed the need for a responsive and cost-effective legal environment by upgrading the quality of the staff and integrating each attorney into the management team of a business group.
· Identified need for and directed customization of database software that tracks status of legal matters, estimates costs and provides management reporting capabilities.
Assistant General Counsel 1989 to 1997
Rockwell International Corporation, Pittsburgh, PA
$13 billion global, diversified, high technology company.
Responsible, on a corporate basis, for all transactional anti-trust matters; eastern regional environmental matters; and acquisition, divestiture and joint venture activity for a variety of businesses including automation, avionics,aerospace, defense electronics, telecommunications, automotive components and graphics systems. Reported to Vice President and Associate General Counsel and served as a key member of 50-lawyer legal team.
· Served as lead counsel on 14 acquisitions, divestitures and joint ventures with values ranging from 25 million to $300 million.
· Key part of “deal” teams that completed four sales and spin-offs with values ranging from $600 million to $3 billion.
· Led two-year negotiations with Chinese government that culminated in a successful high tech joint venture to manufacture global positioning systems.
· Provided antitrust advice on all proposed acquisitions and divestitures. Prepared pre-merger filings for the FTC and follow-up presentations for antitrust enforcement authorities.
· Managed eastern regional environmental matters including remediation activities at over 40 currently or formerly owned sites and 35 Superfund sites. Settled majority of claims at or below reserve limits.
EMHART CORPORATION, Farmington, CT 1981 to 1989
$2.7 billion manufacturer of consumer and industrial products and electronic systems and services.
Corporate Antitrust Counsel & Group Counsel
Responsible, concurrently, for corporate antitrust matters and all legal affairs for two of the company’s six operating groups, one involving consumer hardware products and the other a chemicals company. Prepared annual securities filings for three years and participated in over 40 acquisitions and divestitures.
· Directed legal affairs of increasingly larger business units with combined revenues of over $800 million and locations in the United States and 25 foreign countries.
· Provided leadership and direction to domestic and international law firms during the one-year global restructuring of the company that involved the divestiture of 18 business units and the acquisition of seven.
MURTHA, CULLINA, RICHTER & PINNEY, Hartford, CT 1977 to 1981
50-attorney law firm.
Associate
Practice involved general corporate matters and a wide variety of commercial litigation including antitrust, government contracts, UCC, age discrimination, labor and acquisitions. Served as outside counsel for $300 million manufacturer.
US NAVY 1972 to 1977
Lieutenant, Judge Advocate General Corps
Served as Military Judge in Corpus Christi, TX and Trial Counsel and Defense Counsel in New London, CT.
EDUCATION
MBA, Finance, Rensselaer Polytechnic Institute, Troy, NY, 1988
JD, Syracuse University College of Law, Syracuse, NY, 1971
Law Review
BA, History & English, Syracuse University, Syracuse, NY, 1968
STATE BAR MEMBERSHIPS
New York, Connecticut, Pennsylvania and Wisconsin |
