Lawrence M. Egan Email & Phone Number

Mineola, New York

Leveraged corporate law expertise to play a key role in the Legal team’s successful efforts to implement the corporate governance measures needed to transition Avaya, a $3.3 billion global business communications company, from a private company to a company ready to be publicly-traded on the first day of its emergence from bankruptcy. CORPORATE LAW/ CORPORATE GOVERNANCE • Provided roadmap of key issues associated with becoming publicly-traded for interim General Counsel and… Show more Leveraged corporate law expertise to play a key role in the Legal team’s successful efforts to implement the corporate governance measures needed to transition Avaya, a $3.3 billion global business communications company, from a private company to a company ready to be publicly-traded on the first day of its emergence from bankruptcy. CORPORATE LAW/ CORPORATE GOVERNANCE • Provided roadmap of key issues associated with becoming publicly-traded for interim General Counsel and CEO.• Reviewed and drafted key corporate governance documents including: policies (i.e., Reg FD, Sec. 16, and Insider Trading) and related training; D&O Questionnaires; Committee charters; resolutions; and minutes.• Represented the Legal Department on cross-functional teams responsible for the successful listing of Avaya securities on the OTC and NYSE markets as well as going live with a new Investor Relations website. • Provided corporate support for bankruptcy emergence activities including the transfer of Avaya’s pension for salaried employees to the PBGC, assumption / renegotiation of leases and diligence requests. MERGERS AND ACQUISITIONS • Lead internal counsel on Avaya’s acquisition of Spoken Communications, a leading innovator in Contact Center-as-a-Service solutions for enterprise customers. Show less

Islandia, Ny

Led newly formed Corporate Law group, reporting to General Counsel, with global responsibility for corporate governance / secretarial, securities law and M&A activities for $4 billion software / services company operating in >40 countries, while sustaining responsibilities of prior role as set forth below relating to Securities Law, Export Compliance and Corporate Compliance. This expanded role was established to better align these functions and involved extensive interaction with the Board… Show more Led newly formed Corporate Law group, reporting to General Counsel, with global responsibility for corporate governance / secretarial, securities law and M&A activities for $4 billion software / services company operating in >40 countries, while sustaining responsibilities of prior role as set forth below relating to Securities Law, Export Compliance and Corporate Compliance. This expanded role was established to better align these functions and involved extensive interaction with the Board and C-level executives regarding major company initiatives.CORPORATE SECRETARIAL/ GOVERNANCE & SECURITIES LAW* Managed corporate secretarial functions for Board and Committees; attended Board, Audit Committee and Corporate Governance Committee meetings. Advised Compensation, Compliance and ad hoc Committees on corporate governance and other matters. * Counseled / advised Board and executives on governance and related business matters including: -Highly complex $580M share repurchase from Company’s Largest shareholder; -Issuance of $400M in Senior Notes; and -New Stockholder Protection Rights Agreement.* Led planning of Annual Meeting of Stockholders and drafting governance portion of proxy.* Oversaw governance for subsidiaries, including Treasury / Tax initiatives.* Managed securities law matters (as well as Export and Corporate Compliance) as set forth in prior role at CA, below.M&A* Managed legal oversight of acquisition / divestiture activity including $480M acquisition of publicly-traded Rally Software Development Corp., private acquisitions, asset purchases and complex divestiture of carve-out product line to private equity firm. Oversaw team responsible for: -Negotiating M&A transactions (NDAs, LOIs, merger, asset / stock purchase, transitional services agreements and other documents); and -Coordinating with business executives to resolve due diligence and post-closing integration issues. Show less

Islandia, Ny

Headed Regulatory Law team managing firm-wide securities law, export, privacy and government gifts / lobbying compliance in new role reporting to General Counsel, established to improve regulatory compliance amidst increasing worldwide regulatory scrutiny. Continued to advise Board and Board Committees on regulatory legal matters.SECURITIES LAW * Played key role on team that reduced quarterly close by one week (> 25%) and annual close by two-plus weeks (>25%). Achieved one day… Show more Headed Regulatory Law team managing firm-wide securities law, export, privacy and government gifts / lobbying compliance in new role reporting to General Counsel, established to improve regulatory compliance amidst increasing worldwide regulatory scrutiny. Continued to advise Board and Board Committees on regulatory legal matters.SECURITIES LAW * Played key role on team that reduced quarterly close by one week (> 25%) and annual close by two-plus weeks (>25%). Achieved one day post-earnings SEC filing (10-Q / 10-K) as company norm. * Managed SEC legal compliance: 10-Ks; 10-Qs; financial 8-Ks; earnings and investor presentations; and SEC reporting implications relating to business / strategic initiatives. * Substantially reduced outside counsel fees via expertise in SEC filings / financial reporting.* Represented Law Department in Audit Committee Meetings and advised Accounting, Investor Relations and Communications on financial disclosure.* Established / led compliance training; and sat on Disclosure and SOX Oversight Committees.EXPORT COMPLIANCE* Significantly increased speed of sanctioned party screening via automation of systems (leading combined IT, Sales, Support and Legal team across geographies), expediting processing of $4+ billion sales / year. * With related changes, reduced false positives in screening from approx. 7% to <5%.* Enhanced responses to export violations, remediation measures and voluntary self-disclosures.PRIVACY COMPLIANCE* Oversaw the design / enhancement of firm-wide program that increased compliance with data privacy laws, and multi-departmental response plans for breach and cybersecurity incidents.CORPORATE COMPLIANCE AND LITIGATION* Evaluated firm-wide compliance matters as part of core Compliance leadership team.* Oversaw successful resolution of complex multi-year, multi-million-dollar litigation matter related to royalties (settlement for <5% of original demand). Show less

Islandia, Ny

Working directly with General Counsel, expanded securities law responsibilities and developed regulatory responsibilities in Export and Privacy law as more fully set forth in the role, above.

Islandia, Ny

Primarily responsible for corporate governance and securities law matters.* Played substantive role on team that secured Company’s successful resolution of Deferred Prosecution Agreement with U.S. Government. Performed Corporate Secretarial role for Board and its Committees.* Advised Board and Executive Management on corporate governance, new rules and regulations.* Performed primary legal drafting and review of 10-Ks, 10-Qs, 8-Ks, proxy statements and Section 16 reports.

Greater New York City Area

Prepared for, and responded to, SEC examination as part of team of consultant attorneys at Fortune 50 corporate client.

Greater New York City Area

CORPORATE SECRETARIAL, CORPORATE GOVERNANCE AND SECURITIES LAW* Prepared Board of Directors and Committee materials and advised on corporate governance issues; managed corporate secretarial functions during extended absence of Corporate Secretary (including running annual meeting).* Reviewed 10-Ks, 10-Qs, 8-Ks, Proxy Statements and Section 16 reports and planned Annual Stockholder Meetings.* Managed corporate secretarial function for subsidiaries / primary broker-dealer; served as… Show more CORPORATE SECRETARIAL, CORPORATE GOVERNANCE AND SECURITIES LAW* Prepared Board of Directors and Committee materials and advised on corporate governance issues; managed corporate secretarial functions during extended absence of Corporate Secretary (including running annual meeting).* Reviewed 10-Ks, 10-Qs, 8-Ks, Proxy Statements and Section 16 reports and planned Annual Stockholder Meetings.* Managed corporate secretarial function for subsidiaries / primary broker-dealer; served as counsel to Treasury Group for transactions and corporate governance; led firm-wide training for 48,000+ staff. * Acted as lead internal counsel on $5 billion structured transaction (hybrid security offering). Show less

Bachelor Of Science (B.Sc.), Communications Arts; Minor In Business

NOTABLE HONORS – Summa cum Laude; President’s Award for Highest Graduating Average; 3.96 / 4.00 GPA

Doctor Of Law (J.D.), Law

NOTABLE HONORS – Class Rank – Top 12%; Dean’s List of Scholars, All Years; American Jurisprudence Award for Legal Writing; Twice Selected.