Executive that led strategic and tactical initiatives for Legal, Human Resources, Risk, Insurance, Compliance, Real Estate, Corporate Governance, M&A, and ESG. Member of the executive team tasked to develop and execute Company’s turn-around plan, and 3 & 5-year strategic plans. Dual report to CEO and Board of Directors. SEC responsibilities including drafting and/or reviewing 8-Ks, 10Qs & Ks, earning releases/decks, proxies, annual shareholder meetings, shareholder activism defense, and responses comment letters and concerns. Led acquisition of 15+ transportation companies and integration or dispositions of 15 subsidiaries. Negotiation of equity offerings, PIPE, preferred share offerings, bond offering, term loan and asset-based loan, capital leases, and operating leases. Cyber incident response, remediation, and implementation of monitoring, testing tools and systems. Led significant investigations (i.e., financial crimes, related party transactions, inappropriate personal relationships, workplace violence/aggression, and gender pay disparity) and managed all internal audit investigation and HR investigations. Primary lead in responding to inquiries/investigation from OSHA, FINRA, DOT, DOD, DOE, US Congress, and other federal and state agencies. Managed State and Federal lobbying and regulatory compliance (i.e., SOX, FCPA, WARN, HSR). Oversaw the management of ~80 – 100 open Auto-liability/Personal Injury/Property Damage/Cargo Liability claims throughout the US on an annual basis and successful results in employment and contract-based litigation. Procurement of insurance coverage Auto liability, General liability, E&O, D&O, Financial Liability lines and employee benefits (Medical, Vision, Dental, Mental Health, LTD, STD, etc.). Led strategies and executed initiatives related to labor management, compensation and organizational design, succession planning, employee education and development, talent recruiting/retention, workforce data analytics and strategies.

Provide direct legal support to management teams and support the completion of deals and projects from initial planning stages through the execution of agreements. Provide legal advice to management teams regarding potential legal liabilities of planned actions and deals, as well as, monitoring and advising management teams of compliance responsibilities. Draft and negotiate a variety of agreements to support various transactions, including, APA, SPA, MSA, NDA, Employment Agreements, SaaS Agreements, IP licensing, leases, and additional transaction related document related to the following legal fields and industries. Provide legal counsel and guidance in the following legal fields:Corporate Formation Securities (Act '33 and Act '34)Compliance (FCPA, Sarbanes Oxley, banking and other government regulations) Acquisition (Asset and Corporate) Intellectual PropertyFinancingReal EstateFunding (Conventional and Alternative) Employment Law (Employer representation)Marketing PCI ComplianceE-CommercePrivacyDMCASoftware & Information Technology Entrepreneur & Start-UpSocial MediaLicensingNon-Profit Provide legal counsel and guidance to clients in the following industries:Information TechnologyHealthcare Medical Technologies Mortgage Lending/SalesCommercial Real Estate DevelopmentConsumer RetailWeb-based RetailSaaS Social Media B2B ServicesMarketingNon-ProfitRestaurant & Food Sales and DistributionTelecommunicationsStaffing Services

Provided direct legal support to a variety management teams (IT, HR, Marketing, Insurance/Risk, Public Relations, Accounting, Acquisitions, Procurement, Development, Real Estate, Non-Profit, Construction, and Finance) and support the completion of deals and projects from initial planning stages through the execution of agreements. Provided legal advice to management teams regarding potential legal liabilities of planned actions and deals, as well as, monitoring and advising management teams of compliance responsibilities. Drafted and negotiated sales, purchase, lease, non-disclosure, marketing, master service, professional services, development, software license (licensing in and out), joint venture, asset purchase agreements, and collaboration agreements. Support non-union employment matters. Provided legal counsel for in-house entertainment and educational content production company including, drafting, and negotiating, talent agreements, production agreements, releases, music agreements, distribution agreements, and financing agreements. Managed outside counsel regarding breach of contract litigation. Managed all intellectual property concerns, including patent, trade secret, trade dress, and trademark litigation and licensing. Managed a team of 3 professionals (paralegals). Managed $5,000,000 legal budget.

Corporate Counsel to Expedia, Inc., and General Counsel to the following Expedia owned properties: Hotels.com (US & Asia-Pacific), Expedia.com (Asia-Pacific), WWTE.com (Expedia's Affiliate Network), IAN.com (Hotels.com's Affiliate Network), Tripadvisor.com, Hotwire Marketing Sales Group, and Expedia Partner Sales Group. In addition to my responsibilities as General Counsel to these properties:Provided direct legal support to management teams and support the completion of deals and projects from initial planning stages through the execution of agreements. Provided legal advice to management teams regarding potential legal liabilities of planned actions and deals, as well as, monitoring and advising management teams of compliance responsibilities (Sarbanes Oxley compliance). Supervised and managed outside counsel for securities matters, corporate transactions, litigation matters, discovery, due diligence, and acquisitions. Financing and acquisition of web properties. Managed a team of 2 professionals (paralegals). Manage in excess of $1,000,000 in outside counsel budget. Patent Committee (determines which innovation Expedia shall pursue patent applications).

General Counsel for Hotels.com and all its related web properties, including IAN.com, Affiliate Network, and Asia-Pacific web properties. Provided direct legal support to management teams and support the completion of deals and projects from initial planning stages through the execution of agreements. Provided legal advice to management teams regarding potential legal liabilities of planned actions and deals, as well as, monitoring and advising management teams of compliance responsibilities. Drafted and negotiated sales, purchase, non-disclosure, confidentiality, marketing, master service, professional services, content acquisition, supply, development, software license (licensing in and out), and collaboration agreements. Drafted and reviewed contest rules, promotions, press releases, and TV, print, magazine, and online advertisement. Drafted standardized form agreements including, NDA’s, Affiliate Agreements, Call Center Agreements (Foreign and Domestic), Master Service Agreements, Software Licensing Agreements (API & Enterprise, licensing in and out), Marketing Insertion Orders (for advertising). Drafted and implemented terms and conditions and privacy policy. Supervised and manage outside counsel for securities matters, corporate transactions, litigation matters, discovery, due diligence, and acquisitions.

General Counsel for Tripadvisor.com and all its web properties. Provided legal advice to management teams regarding potential legal liabilities of planned actions and deals, as well as, monitoring and advising management teams of compliance responsibilities. Provided direct legal support to management teams and support the completion of deals and projects from initial planning stages through the execution of agreements. Drafted and negotiated sales, purchase, non-disclosure, confidentiality, marketing, master service, professional services, content acquisition, supply, development, software license (licensing in and out), and collaboration agreements. Drafted and reviewed contest rules, promotions, press releases, and TV, print, magazine, and online advertisement. Drafted standardized form agreements including, NDA’s, Affiliate Agreements, Master Service Agreements, Software Licensing Agreements (API & Enterprise, licensing in and out), Marketing Insertion Orders (for advertising). Drafted and implemented terms and conditions and privacy policy for corporate websites. Supervised and manage outside counsel for corporate transactions, litigation matters, discovery, due diligence, and acquisitions.

Draft and negotiate sales, purchase, non-disclosure, confidentiality, marketing, master service, professional services, development, software license (licensing in and out) and collaboration agreements for cellular chipset, digital processor, integrated circuit, marketing, security, software, and chipset sales departments. Provide direct legal support to management teams and support the completion of deals and projects from initial planning stages through the execution of the agreements. Provide legal advice to management teams regarding potential legal liabilities of planned actions and deals, as well as, monitoring and advising management teams of compliance responsibilities.

Drafted and negotiated agreements for the Information Technology and Purchasing departments. Drafted and negotiated software and licensing agreements. Drafted and negotiated various agreements with third parities and the US Department of Energy relating to various joint ventures. Drafted and negotiated drilling contracts, geophysical survey contract (seismic), construction contracts, master service contracts, and consulting services contracts. Drafted and prosecuted patents regarding oil well platform design and managed corporation’s intellectual property portfolio.

Corporate & Securities Transactional:Drafted and negotiated asset transfer agreements, licensing agreements, software licensing agreements, software evaluation and test agreement, confidentiality/information use agreements, master service agreements, contract service agreements and employment agreements. Analysis of intellectual property assets and their status for due diligence.Intellectual Property & Litigation:Management of intellectual property portfolio for various clients. Filed, argued, and responded to pleadings/complaints alleging breach of contract, tortuous interference of business relations, trade secret misappropriation, patent infringement, trademark infringement, and copyright infringement. Filed, drafted, and prosecuted patents relating to technology within the fields of chemical processes, mechanical engineering, electrical engineering, and biotechnology. Prepared infringement and invalidity memorandums relating to various technologies. Filed and prosecuted various trademark applications (domestic and international).