Vice President & General Counsel

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Vice President & General Counsel
Location Confidential
Willing to Relocate
Legal-and/or-Regulatory Supervision
$300,000 to $600,000

Resume Summary
Over twenty years of successful business, corporate development, and legal risk management experience, which assured venture-funded and public company clients of achieving exponential revenue growth and substantially increased valuations, resulting in profitable M&A exit events.



?Successful & impassioned entrepreneur, lawyer, & consultant
?High strengths in identifying & closing high value, strategic transactions
?Comprehensive knowledge of business & legal functions, industry best practices & trends
?Expertise in corporate, securities, intellectual property & employment law; commercial litigation
?Developed consistent repeatable process of designing and implementing financial, administrative & legal policies & procedures
?National & international experience; MBA & JD degrees; formerly held Series 7, 66 licenses


Boutique Law Firm 2009-Present
Attorney providing corporate, transactional, intellectual property and business litigation services to public, private startup and venture backed companies.

Merrill Lynch 2008-2009
UBS Financial Services Inc.
Registered investment advisor representative providing investment advisory, brokerage, and retirement planning services to high net worth individuals.

?Consult with clients to understand wealth management needs and objectives. Assist clients in creating investment policy statements. Formulate income, savings, investment, and insurance requirements and comprehensive financial plan to meet those requirements.
?Identify client investment objectives, analyze alternative investment strategies, implement and manage on-going investment programs to support achievement of clients? long-term financial objectives.
?Guide collaborative team of trusted advisors in strategic planning process to meet client objectives.
?Brief executive clients on wealth management and institutional research covering their respective market sectors.
?Empower corporations to manage fiduciary and other risks through implementation of retirement and investment education, and restricted stock programs. Present firm?s 10b5-1 trading platforms for corporate insiders to public companies.

Law Firm, Massachusetts 1994-2006
Corporate, intellectual property, and employment law counseling and litigation services to emerging technology companies and their principals.

?General counsel and corporate secretary for venture-backed software company and general counsel to several companies in the software, communications, e-commerce, and consulting industries. Advise senior management on corporate governance, compliance, code of conduct, and ethics issues. Created forms libraries of employment, stock option, non-disclosure, consulting, software licensing, development and other commercial transaction agreements.
?Developed privacy, web site, telemarketing (TSR, TCPA, DNCR), e-mail (CANSPAM), security, compliance (including legal, revenue recognition, export, FCPA, Sarbox, GLB, HIPAA), and human resource policies (ADA, FMLA, FLSA). Obtained export control clearances for encrypted software products. Draft and file copyright, trademark, and service mark applications.

?Negotiated development, OEM, distribution, cross licensing, end user, and consulting agreements which provide strategic multi million dollar revenue opportunities for clients, including publicly held companies, with their customers and channel partners in the telecommunications, networking, software, financial services, and systems integration industries, including Microsoft, Cisco, HP, EDS, AT&T, Motorola, Juniper, JPMorganChase, Morgan Stanley, Bank of America, Yahoo, Bayer, ExxonMobil, other F100 companies, government agencies, health, research, and educational institutions.
?Advised corporate clients in ?downsizings? by ensuring compliance with federal and state employment laws and regulations. Provide employment and compensation counseling and litigation services to middle and senior level executives and professionals.
?Settled breach of distribution contract claim between Massachusetts software manufacturer and South American distributor in U.S. District Court for the District of Massachusetts. Successfully concluded cases involving violations of Fair Labor Standards Act (failure to pay overtime wages) and ?constructive discharge? of executive (triggering acceleration of stock options and severance payments) in state and federal courts, as well as other civil and commercial litigation.
?Served as defense counsel in alleged misappropriation of trade secrets & unfair trade practices case brought by employer against former employees who left to work for employer?s largest customer. Prevailed on motion to dismiss.
?Successfully defend software company against trademark infringement and unfair employment practice claims.
?Partial Corporate Client List: R&O ? The Repository Company (acquired by ViaSoft, ASG); SpeechWorks (acquired by Nuance ? NASDAQ:NUAN); Unveil Technologies (acquired by Microsoft ? NYSE:MSFT ); Netegrity (acquired by CA ? NASDAQ:CA); InterSec Research (acquired by Deutsche Bank); Moldflow ? NASDAQ:MFLO

Small Private College, Massachusetts 2005-2006
?Teach business ethics and law

Software startup, California

?Prior and subsequent service as outside general counsel. Review and approval of employee benefits programs, employment agreement, stock option plan, real estate leases, commercial financing agreements.
?Appointed to this position reporting to the president and CEO of a $6 million software start-up. Developed corporate, legal, and compliance programs, including IP, HR, and privacy. Company was sold for $35 million.

Law Firm, Westford, Massachusetts 1990-1993
?Sole practice focused on counseling entrepreneurs in start-up of businesses and high tech executives in negotiating employment and severance agreements.
?"Of counsel" responsibilities included providing appellate court support by writing and filing briefs with the Massachusetts Appeals Court and Supreme Judicial Court (SJC) and oral argument before the SJC. Served as trial counsel in numerous district, probate, and superior court proceedings.

Juris Doctor Cum Laude NEW ENGLAND LAW l Boston
Author, Insider Trading ? Does the Punishment Fit the Crime?

Master of Business Administration International Marketing PACE UNIVERSITY, Lubin School of Business, NY, NY; Pleasantville, NY
Author, The Transfer of Computer Technology to the Soviet Union (thesis)
Bachelor of Science Marketing and International Business, NEW YORK UNIVERSITY, Stern School of Business, NY, NY

Supreme Judicial Court of Massachusetts; Supreme Court of California; Supreme Court of Florida; United States District Court- District of Massachusetts, Northern District of California, Southern District of Florida; First, Ninth, and Eleventh Circuit Courts of Appeals; United States Tax Court

American Bar Association, Young Lawyers Division
Computers & Computer Law Committee
Planning Board Member 1992-1993
Vice-Chair 1993-1994
American Inns of Court Committee
Planning Board Member 1992-1993
Section on Intellectual Property 1991-1995
Litigation Section 1991-1997

Massachusetts Bar Association
Business Law Section (Chair 1997-1998; Vice chair 1996- 1997)
Small Business Committee (Chair 1997-1998)
High Technology Law Committee, 1992-2006

Computer Law Association 1994-1998

American Inns of Court
Boston Inn of Court 1991-1994

State Bar of California
Section on Business Law 2002-2007
Editorial Board, Business Law News 2003-2007
Co-Managing Editor, 2006-2007
Section on Intellectual Property 1994-1996

Editor, Business Law News, THE STATE BAR OF CALIFORNIA (Issue No.2, 2004)
Contributing author, Drafting and Enforcing Massachusetts Contracts, MASSACHUSETTS CONTINUING LEGAL EDUCATION INC. (MCLE) 2002
Contributing author, Technology Licensing Primer, MCLE (2001, 2000)
Ethical Dilemmas in Representing Emerging Enterprises, in Handbook for Corporate Counsel (co-editor) MASSACHUSETTS BAR ASSOCIATION (MBA), (1999)
Merging Small Players Onto the Fast Track, INTELLECTUAL PROPERTY, (Winter 1996)
?Til Death Do Us Part, INTELLECTUAL PROPERTY, (Summer 1996)
Ten Rules of Representing and Retaining Start-up Companies, BARRISTER, Vol. 21 No.3 (Fall 1994)

Panelist, Technology & Software Licensing, MCLE, May 2001
Panelist, Technology & Software Licensing, MCLE, July 2000
Chair, Boot Camp for Business: Strategies for Successful Mergers & Acquisitions, MBA Institute, December 1999
Chair, Boot Camp for Business: Year 2000 Compliance, MBA Institute, April 1998
Chair, Boot Camp for Business: Preparing the Emerging Business for Venture Capital Financing, MBA Institute, November 1997

Trustee (2002- 2006), Incorporator (1998-2001), New England Network for Child, Youth, & Family Services

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