Mary E. Talbott Email & Phone Number

Cincinnati, Ohio, Us

Cincinnati, Ohio, Us

Covington, Kentucky, Us

First CLO of CLIA-certified CAP-accredited laboratory providing laboratory testing in the areas of COVID-19, upper respiratory, toxicology, pharmacogenetics, sexually transmitted infections, and blood hematology, servicing customers from small private practices to universities, to Fortune 500 companies. Developed legal department and created polices and practices for corporate governance, contracting, M&A strategy as well as managing all litigation for the organization.

Milan, Italy, It

I provide legal and business advice and support to General Counsel, Corporate Secretary, Executive Compensation, Financial Reporting, Investor Relations and Tax and Treasury organizations. This involves regular communication regarding corporate transactions, executive compensation, securities and corporate governance matters both domestically and internationally. I also prepare and manage the legal budget, lead a team of eight and maintain full knowledge of duties of all officers and directors.♦ Steer corporate governance and structure, including entity formation and maintenance, annual meetings, shareholder inquiries and proposals, proxy solicitations and filing requirements.♦ Ensure full compliance with applicable laws and regulations, including SEC, NYSE, Regulation FD, insider trading, SOX, and Dodd-Frank; meet deadlines for SEC filings, including registration statements, Forms 10-K, 10-Q, SD and 8-K, proxy statement and Section 16 reporting.♦ Systematically review existing company guidelines to identify deficiencies in governance practices, develop and recommend improvements leveraging best practices for SEC and public company governance, disclosure requirements, general corporate law and contract matters for board approval.♦ Play key role in execution of strategic transactions, including mergers, acquisitions, divestitures and reorganizations of legal entities. Partner with business units to maximize benefit of transactions within legal parameters, lead due diligence, direct outside legal counsel in drafting corporate documents, manage closing and lead regulatory reviews.♦ Work with board of directors compensation committee and senior executives to devise and ensure compliance with executive compensation plans, equity compensation plans and ESPP.♦ Advise on corporate financial matters pertaining to parent company guarantees, intercompany loan documents, debt and equity offerings and compliance with financial covenants.

New York, Ny, Us

As primary legal counsel and advisor to the General Counsel, Corporate Secretary, Executive Compensation, Financial Reporting, Investor Relations and Tax and Treasury areas, I was accountable for all corporate and securities legal matters, including corporate governance, executive compensation and equity plan, mergers and acquisitions, corporate finance, SEC reporting and disclosure issues, transfer agent and shareholder matters and general legal and contract matters. Additionally, I provided extensive support to board and committee meetings.♦ Oversaw preparation and filing SEC of registration statements, Forms 10-K, 10-Q, SD and 8-K, proxy statement and Section 16 reports.♦ Successfully managed team of one senior attorney and four staff responsible for ensuring compliance with securities and governance of all domestic and international business units.♦ Implemented best practices for SEC and public company governance, ensuring adherence to NYSE, SEC, Regulation FD, insider trading, SOX, Dodd-Frank and internal policies.♦ Assisted with entity formation and maintenance, annual meetings, shareholder inquiries and proposals, proxy solicitation and filing requirements.♦ Provided expert input to various corporate finance matters, banking and revolving credit agreements, commercial paper agreements, bond indentures and rating agency matters.

I joined the Scripps family of companies in 2006 as Associate General Counsel at The E.W. Scripps Company. Over the next ten years, I earned multiple promotions to my final role as Senior Vice President, Deputy General Counsel & Corporate Secretary with Scripps Networks Interactive, Inc. (HGTV, The Food Network, Travel Channel, DIY, Cooking Channel, Great American Country). My responsibilities encompassed corporate governance and securities, commercial transactions, litigation management and compliance. I ensured our compliance with SEC and NYSE reporting and insider trading requirements. I also orchestrated proxy process. As Corporate Secretary, I oversaw preparation of materials for board meetings.♦ Spearheaded legal research and special projects, as well as board charters and responsibilities, insider trading, conflicts of interest and disclosures. ♦ Led five-member litigation team with two attorneys, as well as five-member compliance team with one senior attorney. ♦ Served as Compliance/Ethics Officer charged with reviewing, investigating and addressing ethics inquiries, ensuring board and audit committee remained apprised of relevant information.♦ Provided a range of support on matters impacting shareholders, including directing annual shareholder meeting, interfacing with investors and activist shareholders and coordinating transactions for controlling shareholders.♦ Designated leader for domestic and international acquisitions; conducted due diligence and deal assessment, implemented and integrated new acquisitions and oversaw divestitures.♦ Steered DOJ and FCC investigations; developed strategy and negotiated with investigators regarding investigation and subpoena scope and responses.♦ Resolved potential risk by writing first-ever FCPA and UK Bribery policy, managing implementation and training senior executives, board of directors and finance team.♦ Negotiated contracts/IT operations agreements and non-disclosure agreements.

Louisville, Ky, Us

Litigator representing clients in admiralty/maritime cases and personal injury cases in state and federal courts.

Juris Doctor, Law

B.A., Secondary Education/History

Education record