• Lead attorney for ongoing series of acquisitions of animal care centers and veterinary practices in consolidator business model, responsible for negotiation of transaction documents, legal diligence, closing formalities and all other legal matters associated with assigned transactions • Assist in redevelopment of merger and acquisition process• Review and advise on commercial contracts• Collaborate with Human Resources and outside counsel regarding employment matters• Advise internal clients regarding operational and industry concerns• Draft corporate policies• Draft limited liability company resolutions and other corporate government documentation• Oversee outside counsel on various projects including immigration, real estate, trademark and rezoning matters• Advise on various other legal matters as part of 4 attorney legal team

Act as lead attorney for approximately half the annual acquisitions for veterinary practice consolidator VetCor. VetCor acquires approximately 60-70 veterinary practices annually. Involved in all aspects of the process, including drafting and negotiating acquisition documents, performing due diligence and coordinating closings. As a member of a 3-attorney legal department, provide general legal advice on a broad range of operational matters including contract and lease review and interpretation, dispute management, zoning and regulatory research and processing permit applications. Coordinate with and manage outside counsel in connection with employment and other litigation. Support all departments including Operations, Human Resources and Finance.

Worked on corporate governance, mergers and acquisitions, securities and commercial matters. Assisted with drafting various securities filings such as the company’s proxy statements and annual, quarterly and current reports. Coordinated or helped coordinate (depending on the year) the annual stockholder’s meeting process, including the directors’ and officers’ questionnaire process and overseeing vendors. Conducted research on securities and corporate governance issues. Drafted minutes, memos and other materials for the Board of Directors. Acted as primary legal contact and acting secretary for a committee of the Board. Coordinated various aspects of WellCare’s contracting with government clients, including review of the contracts, tracking them for executive management and researching various issues related to the contracts as needed. Coordinated the Legal Department’s activities related to the company’s contractual compliance initiatives. Drafted and maintained various policies and procedures. Focus included participating in the company’s mergers, acquisitions and divestitures - drafting or assisting with drafting and negotiating purchase agreements and performing due diligence related to the company’s M&A activities. Focus also included supporting WellCare’s request for proposal (RFP) response process - reviewed RFPs and responses and provided legal advice in connection with the process. In 2018 focus included overseeing licensing and insurance regulatory functions and providing legal advice to the company’s accountable care organization (ACO) line of business.

Corporate generalist with PolyMedica; until merger of PolyMedica with Medco (October 2007), was the number 2 attorney in 3 attorney legal department. Drafted, reviewed and negotiated a variety of corporate agreements, including strategic operating agreements, supply agreements, license agreements, consulting agreements, non-disclosure agreements, vendor agreements, commercial insurance network agreements and PBM network agreements. Advised business segments regarding proposed programs and assisted with development of programs and initiatives. Provided legal advice to internal departments regarding various legal issues, including Medicare compliance, HIPAA and other relevant regulatory issues, coordinating with outside counsel where appropriate. Performed legal review of company policies and procedures and marketing materials. Assisted with managing outside counsel providing employment and related advice.

Advised private and public clients on both a transactional and ongoing basis. Mergers & Acquisitions: Represented purchasers and sellers in various acquisitions involving stock purchases, asset purchases and mergers. Drafted and assisted with negotiation of merger and acquisition agreements and related documents and conducted legal due diligence review of companies. Public Offerings: Assisted with the preparation of various registration statements, drafted various related documents and coordinated stockholder communications. Assisted with drafting responses to comments from the Securities and Exchange Commission. Private Financings: Represented both companies and venture capital firms in various financing transactions. Drafted stock purchase agreements, certificates of incorporation, investors’ rights and voting agreements, warrants, promissory notes and various related documents. Conducted due diligence reviews. General Corporate Practice: Provided general corporate advice to public and private companies on an ongoing basis, acting as primary point of contact with most clients. Participated in board meetings. Drafted employment agreements, confidentiality agreements, minutes to board meetings and other miscellaneous corporate documents. Prepared and reviewed proxy materials, annual and quarterly reports and other documents to be filed with the Securities and Exchange Commission and Federal Deposit Insurance Corporation.