Wayne Crowder Email & Phone Number

Creatively applying large firm experience for the benefit of small corporations such as Allied Steel Buildings, Inc., and other entrepreneurs whose financial circumstances do not fit the large firm profile.

Structures, negotiates and manages multiple, simultaneous projects representing domestic and international clients in a broad spectrum of corporate transactional and compliance matters including mergers and acquisitions/divestitures, financings, and public and private securities offerings. Works closely with corporate boards and senior leadership developing and communicating strategic policies and ensuring consistency with business objectives, promoting strategic business growth, effective corporate governance, and efficient financial and transactional matters. Serves as outside general counsel generating effective strategies and solutions relating to all aspects of client operations and legal representation, including contracting, finance, employment, ’34 Act compliance (8-Ks, 10-Qs, 10-Ks and Proxy Statements), intellectual property licensing, litigation management, training and regulatory compliance, nondisclosure, and similar, non-standard contracts. Develops, negotiates and delivers a wide variety of profitable business agreements such as joint-venture, partnership and other strategic arrangements, shareholder agreements, option agreements, employment and consulting agreements, and non-competition and nondisclosure agreements.• Issuer’s counsel for Caribbean diversified holding company in $200M debt placement.• Seller's counsel in the sale of insurance company assets to a public company in a transaction valued in excess of $230M.• Buyer's counsel for the acquisition by a public company of multiple, post-secondary schools in a series of transactions totaling in excess of $150M.

Provided timely and responsive counsel regarding legal issues impacting all aspects of operations for a highly-regulated corporation with 1,000 employees operating in 45 branch offices in more than 30 States. Established the first in-house counsel office and effectively guided and directed the internal legal staff in a wide variety of areas including compliance, licensing, leases, contracts, employment, marketing, advertising, corporate governance, ethics and finance. Developed and taught training programs for employees regarding legal compliance. Efficiently supervised outside litigation counsel and personally investigated myriad compliance and personnel matters, successfully avoiding litigation by negotiating cost-effective solutions. Simultaneously managed the human resources staff to integrate personnel within the firm through the recruiting and orientation process and to maintain personnel management systems, employee benefits administration and employee relations program. Reported directly to CEO and served on the five-person Executive Committee setting the strategic direction for the company while touching all aspects of day-to-day business operations.

Represented national real estate developers, REITs and financial institutions in connection with complex corporate transactions. Applied specialized knowledge to legal matters pertaining to tax-exempt bond financing, refinancing, sales and acquisitions of exempt facilities in transactions valued between $10M and $250M. Drafted and negotiated trust indentures, loan, real estate, registration and offering documents, as well as partnership and corporate organizational documents. Conceived and implemented computerized transactional tasking and tracking systems to enable simultaneous closings for multiple properties.

As a communications officer with the infantry (prior to becoming an attorney), served in a variety of command and staff roles, including combat in the Republic of Viet Nam; traveled extensively as an inspector on the team with the Inspector General of the Marine Corps. Served as a litigator (prosecution and defense); managed law offices ranging from five members to thirty-five members; taught “Law and Procedure” to newly-commissioned officers; Branch Director in the Office of the Judge Advocate General of the Navy; Staff Judge Advocate (general counsel) to the Commanding General of a major command in the Far East; and Battalion Executive Officer (executive vice president) for an 800-member command. Directed the Headquarters, Marine Corps office advancing and defending family support programs and program funding requests with the senior leadership of the Navy Department, Defense Department and Congress. Designed and implemented major program revisions; initiated and developed relocation assistance programs; designed and implemented salary and training packages for child care employees. Budgeted and executed $24 million annual fiscal plan. Culminated service as the staff director for a political appointee in the Secretary of the Navy’s office providing program oversight to health care, housing, education and other quality of life issues.

Jd

Activities and Societies: Articles Editor, Virginia Journal of International Law

Senior Executive Fellowship

Ba, Psychology/Philosophy