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Areas of Specialization:
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| Capital Market Issues Corporate Governance Matters Debt Financings General Corporate and Securities Matters Equity Compensation Partnership Transactions Public Reporting Public and Private Securities Offerings Recapitalizations Stock and Asset Acquisitions and Divestitures Venture Capital Transactions |
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Summary of Practice:
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| Broad experience in a variety of legal as well as financial, accounting and supervisory roles involving corporate finance, corporate and strategic transactions and development activities, executive compensation, operations and corporate governance for cable television operators and programmers, chemical and manufacturing companies, securities and investment advisory firms, telecommunication, bio-technology and computer companies, and other retail and industrial businesses. Experience ranges from opportunity creation, investigation and development through structuring, analysis and negotiation to problems solving, closing and post transaction implementation. Used total quality concepts to maximize transaction values and minimize transactions costs. |
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| Representative Clients: | |
| Abaco Grupo Financiero (a Mexican financial services company) CapeSuccess (a personnel and e-solutions business) Court TV (a cable television programming service) Financial Federal (a national equipment lease finance company) Furman Selz (an investment bank) Gerard Klauer Mattison (an investment bank) Nomura Securities (an investment bank) GrafTech International (leading worldwide manufacturer of graphite and carbon products) Pitney Bowes (a leading worldwide document systems manufacturer) Sigma Communications (a publisher) Time Warner Cable (a multi-system cable television operator) Union Carbide (an international chemical company) United Systems Integrators (a national real estate services firm). |
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| Representative Projects: | |
| Underwritten public and Rule 144A offerings for emerging companies, joint ventures and established companies; stock and asset acquisitions and divestitures; formation of corporations, partnerships and other entities, including broker-dealers and venture capital and investment funds; computer development and supply contracts; a wide range of equity investments, restructurings, bridge loans and other transactions involving portfolio and other companies; analysis of "repo," satellite transponder lease, television programming and other complex financial transactions; debt and equity recapitalizations and debt financings for borrowers; worldwide tax and legal restructurings and contract manufacturing programs of multinational corporation; cable television programming contracts; adoption of first poison pill by a Connecticut bank; internal corporate investigations. |
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| Professional Experience: | |
| Partner: Kelley Drye & Warren LLP: 1990 to present Chair, Corporate Finance and Securities Practice Group Associate: Kelley Drye & Warren LLP: 1984 to 1990 Associate: Duane, Morris & Heckscher: 1980 to 1984 |
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| Education: | |
| Boston University School of Law J.D., 1980 Yale University B.A., 1977 |
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| Bar Admissions: | |
| Pennsylvania and Connecticut |
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| Publications: | |
| Co-Author, The Schering-Plough Action and Regulation FD: The SEC Ratchets Up the Cost of Non-Compliance, The Metropolitan Corporate Counsel, December 2003 Co-Author, Guidelines for Companies Considering Delisting, The Metropolitan Corporate Counsel, November 2003 Co-Author, Application to Foreign Private Issuers of Sarbanes Audit Committee Listing Standards, The Metropolitan Corporate Counsel, July 2003 Co-Author, Recent Corporate Reforms Applicable to Foreign Issuers, The Metropolitan Corporate Counsel, June 2003 Co-Author, SEC Adopts New Rules Regarding Non-GAAP Financial Measures and Earnings Releases, The Metropolitan Corporate Counsel, April 2003 Co-Author, Regulation FD: The SEC Takes Action, The Metropolitan Corporate Counsel, February 2003 Co-Author, The Sarbanes-Oxley Act Writes A New Chapter in Executive Compensation Arrangements – Part II, The Metropolitan Counsel, December 2002 Co-Author, The Sarbanes-Oxley Act Writes A New Chapter in Executive Compensation Arrangements – Part I, The Metropolitan Counsel, November 2002 Co-Author, Changing Roles For The Corporate Audit Committee, The Metropolitan Corporate Counsel, August 2002 Co-Author, Be Prepared, The IPO Market Will Return, The Metropolitan Corporate Counsel, March 2002 Co-Author, SEC Enforcement For Financial Misstatements: Tougher Stance Against Responsible Individuals, Gentler Approach for Cooperating Corporations, The Metropolitan Corporate Counsel, January 2002 Co-Author, Regulation FD One Year Later: A Battle is Still Being Waged, The Metropolitan Corporate Counsel, November 2001 Co-Author, Guidelines for Companies Considering Voluntarily Delisting From NASDAQ, The Metropolitan Corporate Counsel, September 2001 Co-Author, Integration of Abandoned Offerings: The New Safe Harbor, The Metropolitan Corporate Counsel, May 2001 Co-Author, Electronic Voting is Finally Gaining Ground, The Metropolitan Corporate Counsel, January 2001 Co-Author, The SEC Adopts Its First Insider Trading Rules, The Metropolitan Corporate Counsel, December 2000 Co-Author, Regulation FD, The Metropolitan Corporate Counsel, September 2000 Author, Gustafson – Supreme Court Limits Scope of Section 12, The Metropolitan Corporate Counsel, April 1995 Other Publications Contributing Editor, The Encyclopedia of Venture Capital |
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| Seminars: | |
| UBS PaineWebber: CEO/CFO Symposium, Risk Management for the 21st Century; Issues for the Executive Suite, April 2003 American Society of Corporate Secretaries, Equity Compensation, December 2002 Potomac Officers Club, Doing the Boardwalk, March 2002 Westchester/Fairfield Chapter of the American Corporate Counsel Association, Employer Securities in Executive Compensation, October 2002 Kelley Drye & Warren LLP: The New York CLE Seminar Series, Employer Securities in Executive Compensation, September 2002 Kelley Drye & Warren LLP: The New York CLE Seminar Series, SEC Enforcement for Financial Misstatements, February 2002 Kelley Drye & Warren LLP: The Breakfast Seminar Series in Tysons Corner, VA, Navigating IPO Waters, December 2001 |
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