o Providing business law services including: Tax, Corporate Organizational Strategies, Commercial Agreements, Litigation, . Acting counsel for global chemical company including negotiation of all non domestic commercial agreements.

Enterprise IT Software Development | Global Tax Planning/Compliance I Corporate Governance | Public & Private M&A | Compliance /Risk Management | IFRS / GAAP Accounting | Treasury | FP&A | ASG is a $250 million global enterprise software company providing solutions to drive IT automation in mainframe, distributed and cloud environments. ASG software has over 7,000 customers but primarily serves the global Fortune 2000. Key software solutions include cloud computing, data management, and applications management.o Global Tax Planning: Responsible for global tax planning and related GAAP provision (ASC 740, Fin 48, revenue recognition). Tax integration of numerous acquisitions. Review of new organizational strategies to maintain tax efficiency including: establishment of plan to create India SEZ to offshore QA and Development.o Transactional: Drafted Distributor, Reseller, SaaS, SLA, Settlement Agreements; NDA, LOI, OEM, Technology, IP agreements, various Procurement Ks. o Administration/ Contracting led global contracting to mitigate contract risk for new and recurring SLA, maintenance and professional services.o Channel Revenue: APAC- Led multi-cultural Sales, Product Mgmt., Development teams in mainland China for eHealth record strategies with NGO. LatAm- Long term assignment Negotiated strategic partnership agreements, distribution, resellers, etc. Customer facing meetings. o M&A: Hands-on negotiation in 30+ M&A T&C's of public and private technology entities both domestic and international targets. o Transfer Pricing Developed and implemented both TNMM and CUT Transfer Pricing consistent with OECD guidelines.o Corporate Governance /Compliance: Managed 30+ non domestic entities annual SH meetings and resolutions to be in harmony with US parent. Resolved FCPA issues in Latam and APAC, managed all global tax compliance.. o Financing: Actively participated all financing including: $355 million senior, secured debt refinancing.

Leading packaging machinery manufacturing and systems engineering enterprise with revenues of $220M, having nine (9) manufacturing plants located in the United States, England, Belgium, Mexico, Germany and Australia, providing sales and technical services on six (6) continents while employing over 1,200 people worldwide: o Corporate Governance: Managed corporate Governance Corporate Parent and Subsidiaries. Filed all financial statements and addressed government quires.o Agreements: Drafted/Negotiated supplier agreements for global machinery manufacturer and large end-customer transactions.o Regulatory / Compliance: Responded to subpoena from OVAM in Belgium on manufacturing facility. Agreed to environmental remediation plan for acquired manufacturing facility; Secured Brownfield status to clear way for sale of manufacturing facility in Md. Filing IP, Trade Marks, etc. as needed.o Financial Process: Experience in building an accounting/finance department including the hiring and training of staff; domestic and non-domestic tax compliance. Led restructuring of facilities.o Litigation, ADR and Bankruptcy: Managed outside counsel on 2+ product liability cases involving non-employee injuries related to filler machines, palletizers and other similar machinery. Inherited wrongful death action from the predecessor company that was successfully concluded. Managed outside counsel on patent litigation related to rouge sub-contractor. Led ADR process. Evaluated financial exposure and litigation risks, evaluating offers negotiating settlements and advising the BoD.

Franchise Strategies was the parent company of 3 separate franchisors: Furniture Medic; Floor Coverings International and Professional Carpet Systems. Provided legal counsel franchise group with 800+ domestic and 40+ non-domestic franchisees. o Regulatory / Compliance: Filed all State and Federal Franchise Disclosure Documents. Responsible for including negotiating development and franchise agreements; enforcing contracts and payment obligations; managing work-outs and terminations. Participated in FTC investigation that was concluded by receiving ‘no action’ letter.o IP: Filed and defended trademarks for 3 franchise systems. Amiably resolved cease and desist with PTOo Litigation and ADR: Litigated 30+ US Federal Court cases on behalf of Franchisor (attended hearings, argued motions, led effective depositions, etc.). As lead counsel of Defendant/Franchisor successfully denied class action certification to 17+ Franchisee claims and all were dismissed on Summary Judgment (see: Fed. Ct. Pacer records (11th Cir.)). o Human Resources: advised on personnel policies and employment law compliance; responded to and resolved EEOC charges; prepared separation agreements. o M&A: Led negotiations and responsible for drafting sell side agreements for 2 Franchisors to SEC reporting entities; As lead counsel to the Company, litigated against breaching public company Defendant to immediately complete SEC registration of restricted stock along with payment of damages (see: Fed. Ct. Pacer records (11th Cir.). Conducted legal research, writing briefso Financial Process/internal controls: Extensive financial reporting (US GAAP) experience. Responsibilities were managing financial reporting, revenue recognition, budgeting, and financial planning & risk analysis for several consolidating subsidiaries. Developed cash flow forecast and business unit profitability models to manage increasing transaction volume and revenue growth.