Amanda P. Mcfall Email and Phone Number

· Lead associate for over a dozen public companies; provide counsel in connection with ‘34 Act filings and corporate governance matters, including preparation and review of Forms DEF 14A, 10-K, 10-Q, 8-K, and Section 16 filings.· Draft Business, MD&A, and Risk Factor sections for ‘34 Act filings for six public companies with market capitalizations of up to $10B; work in partnership with senior management and cross-functional teams to streamline and simplify review processes and ensure accurate reporting, adopting practical approach to navigate clients through legal requirements.· Draft corporate governance policies, such as insider trading polices, clawback policies, corporate governance guidelines, and committee charters; counsel clients re implementation and monitoring compliance of same with stakeholders.· Lead associate representing issuers and underwriters in capital markets transactions, including counseling pre-IPO and public companies on disclosure, corporate governance, and SEC and stock exchange reporting and compliance matters.· Draft capital markets offering and transactional documents for initial public, registered direct, PIPE, follow-on, and “at-the-market” offerings; represent issuers and underwriters in equity line of credit and debt offerings.· Draft and negotiate complex commercial agreements, including purchase agreements, debt instruments, and over two hundred license, distribution, software-as-a-service, end-user license, and joint venture agreements.· Draft core documents in connection with mergers, asset or company divestitures or acquisitions, series seed financings, and employee stock ownership plans and provide related advisory services; transactions range in value from $50K to $350MM.· Founder and chair of public companies reporting internal working group, overseeing internal compliance with SEC rules and regulations; coordinate and train junior and mid-level associates regarding same.

· Counseled clients on broad range of strategic, commercial, and regulatory matters, including antitrust, pricing, data-sharing, intellectual property and marketing issues; drafted and negotiated agreements with strategic business partners.· Oversaw product launches and created new processes and tools to mitigate risk, and reduce inefficiencies.· Implemented guaranteed minimum profit margin agreements with 95,000 vendors, netting $70 million in incremental funding, which entailed drafting form margin agreement, vendor-facing help content, training materials and SOPs, customer-facing reactive talking points and FAQs, and interfacing with global cross-functional teams.· Prepared internal policies and procedures to quickly scale services, including legal policy addressing claim substantiation, pricing, and intellectual property issues on product detail pages to preempt FTC/NAD complaints and regulator inquiries.· Developed and presented legal trainings to over 120 business principals each quarter regarding insider trading and compliance.

Oversaw the development of mixed-use commercial real estate projects, including the entitlement, permitting, design, and management of projects.

Reviewed motions, prepared summaries of legal arguments, and assisted in cite-checking briefs of cases on appeal.Researched and analyzed case law and statutes, and drafted motions and memoranda regarding legal issues.Orally briefed and assisted attorneys preparing for California Supreme Court oral argument, and observed oral argument before the Court.

Researched substantive and procedural issues for chapter 7, 11, and 13 motions.Drafted work-ups for disclosure statements, evaluated debtor plan feasibility, reviewed professional compensation applications and automatic stay motions, and researched complex issues regarding conversion and/or dismissal.Assisted in the preparation of tentative court rulings and observed trial proceedings and oral arguments.

Focused on commission-based sales goals by acquiring new personal and small business relationships and building long-term relationships with existing clients.