Joyce Johnson Email & Phone Number

I currently serve as outside general counsel on strategic, transactional, employment, litigation management, compliance and other matters.Holding a range of business and legal expertise that serves start-ups in pre-revenue, early-stage, and growth as well as established companies, I am highly suited to media, telecom, technology (including cloud computing, e-commerce and SaaS) companies, and those in the chemical, manufacturing and pharmaceutical industries. I am known for my ability to scale companies and help tailor their growth strategies and compliance/risk management programs to their needs, business cycles and expected future revenue drivers, including international expansions.

New York, Ny, Us

As General Counsel, I negotiated the terms of the $1B+ strategic acquisition and merger of SI Group, and associated financing and corporate rebranding. I also obtained domestic and international antitrust approvals in US, EC and 5 other countries.Prior to acquiring SI Group, Addivant was a leading global innovative manufacturer, recognized for its extensive portfolio of specialty additives used in polymers and rubber and a portfolio company of private-equity firm SK Capital.I served on the executive leadership team and as advisor to the Boards, C-Suite and senior staff on a full range of business, legal, governance and compliance matters. Highlights include:BOARD & TRANSACTIONAL MATTERS:As a Board member of entities in Europe and Mexico, made strategic decisions on business opportunities and investments and reviewed financial statements;• Initiated new board and officer slates for and served as a Corporate Secretary of 30+ entities;• Advised US Boards and the Audit Committee;• Formed and advised employee benefits committee;• Negotiated earlier $225M refinancing and intercreditor relationships on highly accelerated timelines; and• Handled 200+ contract negotiations annually.EMPLOYMENT• Drafted ERISA-compliant reduction in force policy and restrictive covenants and negotiated U.S. and foreign labor, employment and consulting agreements;• Resolved EEOC, non-compete and union matters;• Created and trained on new global employment policies; andCOMPLIANCE & TAX• Designed, implemented and trained on code of conduct and antitrust, FCPA, GDPR, anti-harassment, independent reporting, trade, environmental and sales compliance policies;• Addressed labeling/documentation for import/export of hazardous substances; and• Maximized VAT savings through affiliate contractual relationships.INTELLECTUAL PROPERTY & LITIGATION• Managed U.S. and international portfolio of 400+ trademarks and 200+ patents; and• Settled disputes with track record of avoiding litigation.

Irvine, Ca, Us

Prior to assuming the General Counsel role at Addivant, I served as a full-time legal consultant through RGP and: • Negotiated with the EPA to significantly reduce fines for multiple plant citations and devised strategic means to avoid errors and future citations;• Guided the Employee Benefits Committee through amendments to the company charter, proposed summary plans, pension and benefits oversight and adjustments to investment strategy;• Negotiated multi-national distribution, purchasing, sales and other agreements;• Managed the legal department’s SharePoint site containing all of company’s legal records;• Oversaw outside counsel to address labor, commercial and environmental matters; and• Responded to U.S. and international AML/KYC requests at the parent and subsidiary levels.

I served as advisor to CEO and provided general commercial legal advice to Campus Televideo and established OrcaTV’s (one of Campus Televideo’s early-stage investments) legal department, as Outside General Counsel while running my own firm. For these two entities, I also:• Created contract negotiation playbooks for legal and business teams and provided general legal advice;• Resolved commercial and employment disputes; and• Negotiated private and government commercial transactions, master services agreements, consulting services agreements, statements of work, marketing materials, data licenses, software licenses, and SaaS agreements, including 30+ agreements with state government agencies that fund public university purchases.At the same time, I provided diverse legal services to range of other clients, including overseeing patent protection claims; negotiating numerous employment, technology, software license, services and other agreements; conducting mediation and dispute resolution of employment matters; handling real estate title searches; and preparing documents for real estate closings and family estate management.I also maintained a private law practice in 2006-2007, when I was recruited to join Westcon Group.

Westcon Group was a global value-added distributor of unified communications, telecommunications, technology, data center and security solutions with revenues over $4B annually, operating in 60 countries with international staff of 3,000+.I was promoted in 2010 from Global Senior Corporate Counsel. In this role, I functioned as General Counsel for the Americas, a significant revenue region for the company.As Associate General Counsel, I advised senior management and Board; selected, trained and evaluated 15+ team members; oversaw outside counsel and managed a $3.2M annual legal budget. Other accomplishments include:• Securing $2.7B in annual sales by negotiating Cisco’s first global software distribution agreement;• Overseeing all legal functions in the Western Hemisphere;• Supporting the General Counsel on corporate governance and the selection and training of attorneys, paralegals, and administrative support personnel;• Directly preparing and negotiating numerous multi-$M software licensing (including SaaS, e-commerce, open source and cloud computing), hardware purchasing, technology acquisition, services, sales, vendor, consulting, agency and distribution agreements; and• Successfully managing litigation, internal investigations, customer, vendor and government claims and all labor/employment and corporate governance matters.

As Global Senior Corporate Counsel, my role included:• Leading cross-functional teams to negotiate 100+ multi-$M, multi-year global vendor and customer technology, software licensing, cloud and other services agreements for $1.9B+ annual revenues;• Negotiating global territory expansion with 2 U.S. telecommunications companies, generating $35M in incremental growth;• Handling key issues in post-closing integration and indemnity issues following multiple mergers and acquisitions;• Conducting a seven-year back audit of global shipments to determine international trade compliance;• Managing global intellectual property portfolios, including patents, trademarks and copyright; and• Drafting, presenting and conducting U.S. and international compliance training for a global code of conduct, FCPA and anti-bribery policy and data and personal privacy policy.

NextiraOne was a worldwide distributor of communication networks, with annual revenues of $2.5B and a staff of 9,000 globally. I was retained through multiple domestic acquisitions and chose not to relocate internationally when the firm was acquired by NXO France.My various roles with NextiraOne and its predecessors included:Division General Counsel, NextiraOneDivision General Counsel and Assistant Secretary, Staples CommunicationsGeneral Counsel, ClaricomCorporate & Regulatory Counsel, EXECUTONEIn these roles, I handled the following:• Acted as the primary legal advisor to senior management and the Board, playing a key role in formation and orderly integration of two legal departments for start-up/spin-off entities in the NextiraOne acquisition;• Researched and wrote the company’s response to the DOJ antitrust review to obtain approval for the acquisition and obtained FCC and state regulatory authority for the indirect change of control; • Handled the multi-year oversight of an environmental soil contamination abatement project in collaboration with site owner and insurance companies;• Negotiated $200M in asset and stock purchase sales and played a central role in a $60M asset sale; and• Secured $180M in annual sales through technology, software distribution and other agreements.

Negotiated 120+ media programming and sourcing agreementsManaged wind-down following conversion from Chapter 11 to Chapter 7

Boston, Ma, Us

In this role, I gained critical insight into the regulator’s perspective, which has served me well in the private sector. Among other matters, I litigated technical, economic and financial issues as a consumer advocate in telephone, gas and electric utilities regulatory proceedings, conducting analysis and discovery and handling trial work and briefing.

I served as the Docket/Issue Manager for Nynex from 1990 to 1992. In the years prior to that, I also held various leadership, technical and engineering positions while attending law school at night, which afforded me a leading-edge understanding of the telecommunications industry that complements my legal background. Among other things I learned in these roles, I can take apart and reassemble a circuit board. I also can easily find common ground among diverse audiences, including technical staff.

Jd, Law

Bs, Business Administration