• Coverage: Evaluated coverage and advised insurer clients of rights and obligations under public entity liability, general liability and workers’ compensation policies. Prepared coverage opinion letters, reservations of rights, and declinations of coverage. • Insurance Litigation/Bad Faith Defense: Successfully represented insurer clients in contribution actions and bad faith insurance litigation.

• Coverage: Evaluated coverage and advised insurer clients of rights and obligations under programs of professional liability and specialty insurance for technology and media companies. Prepared coverage opinion letters, reservations of rights, and declinations of coverage. Represented insurer clients in disputed coverage matters, defending insurers’ position on insurance program guidelines and policy terms and conditions. Routinely resolved claims through informal settlement negotiations. • Claims Counsel: Managed and monitored litigated claims nationwide, interfacing with policyholders and outside defense counsel regarding litigation strategy, settlement strategy and defense costs on behalf of insurer clients. Drafted comprehensive evaluation reports analyzing complex issues of law and fact, providing claims handling, settlement, risk assessment and reserve recommendations to senior insurance executives.

• Coverage: Evaluated coverage and advised clients of rights and obligations under CGL, Truckers Coverage, Homeowners and specialty policies for technology and media companies. Special expertise in coverage matters involving complex corporate entity issues, construction defect and construction site injury litigation, subcontractor issues and insurance/indemnity obligations in construction contracts, federally mandated MCS-90 endorsements. Routinely represented insurers and resolved claims through informal settlement negotiations and at mediation. • Rescission and Recovery Rights: Represented insurers in investigation of suspected policy procurement misrepresentations and counseled underwriting regarding rescission issues arising from construction projects, joint ventures and regulations governing contractor licensing. • Risk Management/Regulatory Compliance: Counseled underwriting on development, drafting and interpretation of insurance program guidelines, policy application materials and policy wording. Routinely advised insurer clients on claims handling practices and compliance with fair claims settlement practices regulations. • Mediation/Litigation/Bad Faith Defense: Routinely represented insurer clients and successfully resolved claims at mediation; successfully defended clients in MCS-90 and bad faith insurance litigation.

• Corporate Governance: Prepared corporate formation documents. Drafted board minutes, resolutions, and annual reports; assisted client preparations for annual meetings. Counseled clients on best practices and prepared corporate policy and governance documents. • Commercial Contracts: Drafted and negotiated a variety of commercial contracts including sales and distribution agreements, confidentiality agreements, inbound/outbound license agreements, executive employment, NDA and consulting agreements. • Securities Laws / Regulatory Compliance: Counseled public corporations on SOX regulatory requirements, reporting/disclosure obligations and best practices. Prepared SEC filings including 1993 and 1934 Act reports, proxy statements, Section 16 reports and investor communications. Counseled corporations on employee stock plans and restricted stock transfers. • Corporate Transactions/Financings: Represented buyers and sellers in all aspects of public and private mergers and acquisitions, private debt and equity financings and secondary public offerings. Represented borrowers and issuing lenders in credit facility financings including initial borrowings and debt restructure/workout agreements.