Representative Transactions and Experience
In addition to a broad financing and business law background since 1979, successfully coordinated and completed numerous business entity formations, business contracts, financings, public offerings, private placements, and purchases and sales of businesses including:
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•Fortune 500 company acquisitions of various technologies and software through stock purchases, asset purchases and exclusive licenses.
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•Acquirer of Canadian automotive manufacturing operations.
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•Reverse-triangular merger of defense contractor into global defense contractor.
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•Various commercial agreements including service, real estate acquisition and leasing, consulting, and software licensing.
Multiple types of financings including: equity, debt and hybrid securities offerings; credit card receivable and real estate installment sale securitizations; private equity & venture capital financings; and numerous public and private syndications spanning several industries including medical, real estate (commercial, hospitality and unimproved), oil and gas, and alternative energy.
As general counsel for an international insurance holding company listed on the American Stock Exchange, responsibilities included SEC and AMEX filings, mergers and acquisitions, international legal issues and contracts, U.S. regulatory filings, outside counsel work product and billing review, litigation oversight, general contract and other corporate requirements
As general counsel and principal in a private equity investment firm with portfolio companies having annual revenues in excess of $400,000,000, responsibilities included legal, business and investment oversight, analysis and negotiations.
Professional Certifications, Affiliations & Selected Activities
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•State Bar of Texas Admission – 1979
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•Legislative Committee Member (Real Estate Division) of Real Estate, Probate and Trust Law Section, State Bar of Texas - 2005
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•Business Law Section Member, State Bar of Texas
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•Construction Law Secton Member, State Bar of Texas
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•Real Estate, Probate and Trust Law Section Member, State Bar of Texas
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•Professor - Enterprise Risk (MBA), University of Phoenix (2006)
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•Association for Corporate Growth (Austin, Texas) -- Board of Directors - 1998-2000, 2002 – 2003; Program Committee Member - 2002 – 2003
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•Co-Chair – High Tech Committee of Travis County Bar Association 2000-2001
Articles, Presentations & Publications
Presented and published on a variety of topics including Purchasing & Selling Businesses, Private Equity Financings, Small to Mid-Size Business Legal Issues, Outsourcing, E-Commerce, Securities Laws & Asset Protection. Representative examples include:
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•Presenter - Succeeding Where Others Fail - Avoiding the Top 10 Mistakes of Start-ups, Texas State Small Business Development Center (June 16, 2009).
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•Presenter - Outsourcing Mistakes to Avoid: Termination Planning, National Contract Management Association, November 19, 2002
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•Presenter - Outsourcing Mistakes to Avoid: Termination Planning, State of Texas Attorneys Presentation, September 2002
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•Does Your Privacy Policy “Opt-Out” of Strict Liability?, Sept. 2002
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•Author, “Software Infringement Can Be Hard to Swallow,” Tech Austin – Austin Business Journal, February 22-28, 2002 (p.A24)
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•Author, “Outsourcing Rewards & Risks,” TexasBusiness.com (2001)
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•Legal Panelist – Collaborative Commerce Conference, San Antonio, Texas, June 28, 2001.
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•Moderator – Technical Business Network Business Forum – Integration, Austin, Texas, July 19, 2001.
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•Presenter – “Outsourcing the “E” in eBusiness – Minimizing the Risk and Maximizing the Return” Genuity/Mayor, Day, Caldwell & Keeton Luncheon, April 20, 2001
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•Panelist – “Mergers, Partnerships and Networks in E-Business: Do Customers Win or Lose?” The University of Texas at Austin, Center for Customer Insight - April 6, 2000
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•Presenter – “Electronic Commerce – Legal Issues Facing the High Tech Company” – Travis County Bar Association High Tech Seminar, May 5, 2000.
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•Faculty Member and Presenter for Business Acquisitions Seminar (National Business Institute 1993) (presentation topics: Financing Strategies; Asset Acquisitions, Mergers, Recapitalizations and Partial Acquisitions; Fraudulent Transfers; FTC Premerger Notification Rules -- Hart-Scott-Rodino Act; Environmental Considerations).
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•Articles published in the Baylor Law Review are omitted.