General Counsel/Corp.Counsel And Assistant Secretary // Member Of Executive Management Team
Hebron, Ky, Us
Recruited to establish General Counsel office for Safeguard Scientifics portfolio company for publicy traded global information technology company (NASDAQ-OAOT) with over 2200 employees. Advised and partnered with executive team and Board, regarding all legal, M&A, contractual, revenue recognition, litigation, HR & employment, shareholder relations, financings, transactions, business development, global compliance & governance, regulations and SEC compliance, disclosure and reporting (Securities Exchange Acts of 1933 and 1934).-Served as officer for and provided formation, administration, governance and operational support for 9 subsidiaries and joint ventures in U.S., Canada, Mexico, Italy, France, Germany, U.K. and Brazil.-Member of OAOT’s strategic turnaround team that more than tripled revenue in 2 years. Achieved 150% return in profitability year over year.-Oversaw litigation for over 2200 employees worldwide, saving $750,000 in 1998 and $3,500,000 in 1999.-Led execution and delivery of entire proxy process; annual meetings; SEC filings( including 8K, 10Q, 10K, Section 16 and Forms 3, 4, 5) ; MD&A and insider trading compliance .-Co-Chairman of Employee Stock Purchase Plan Committee, responsible for stock option plan.-Managed deal structure, due diligence, negotiations and execution of 4 acquisitions in 20 months.-Supervised all global regulatory and compliance, including FCPA, Anti-Bribery and Antitrust.-Negotiated all agreements, strategic alliances and complex outsourcing agreements for data centers, professional services, software design and application maintenance in amounts of $5 MM, $6 MM, $70 MM and $150 MM. -Negotiated revolving credit lines for $15 million; $35 million and $100 million.-Negotiated all contracts and addressed all regulatory issues (HIPAA, OCR, CMS) for healthcare subsidiary that provided managed care software and support for hospitals, HMOs, MSOs, IPAs, PHOs, PPOs, payers, providers and TPAs.