Practice Areas: Securities Offerings
QUALIFICATIONSâ— Substantive experience: Extensive experience in corporate, financing, and securities law and litigation, including 1933 and 1934 Acts, FCPA, and franchising; broad industry experience, including banking, aviation, and health; very strong drafting and analytical skills â— Licensed: DC (active), Maryland (inactive), and Colorado (inactive)â— Languages (confirmed by government and agency testing): Portuguese, Italian and Spanish (fluent reading); German, French, Dutch, Norwegian, and Danish (basic reading). â— Sample of work product: .htm#1stPage PROFESSIONAL, BUSINESS, AND GOVERNMENT EXPERIENCEIndependent Attorney, Washington, DC. Representing business clients in corporate, financing, and securities transactions, commercial litigation and arbitrations, regulatory agency hearings, HSR 4(c) and FCPA matters, DOJ/FTC second requests, outsourcing contracts analysis and revision, research and writing, document review and mapping, and other matters. Translating technical documents from Portuguese, Spanish, and Danish.. · Represented bank purchaser of whole mortgage loans in litigation against Countrywide Home Loans, Inc.. · Represented the largest U.S. bank in $10 billion international fraud litigation (Bondi ex rel Parmalat Finanziaria S.p.A. v. Bank of America) and related civil and administrative cases pending in U.S. and Italian courts. Practice required significant understanding of securities law, structured transactions, debt financings, IPO’s, SPV’s, and international investment banking practices generally and an ability to read and translate technical documents in Italian, Portuguese, Spanish, and other languages.. · Represented a large pharmaceutical company, a major national bank, a major multinational imaging company, and broker-dealers in litigation, mergers and acquisitions, and other matters.. · Represented numerous clients in corporate, securities, commercial, and other substantive matters, including negotiating and drafting Form S-1 registration statement, private offering memoranda, securitization documents, merger and acquisition agreements, international product development and manufacturing agreements, and related organization and transaction documents; counseling public companies and broker-dealers on compliance and corporate governance matters; representing broker-dealers as underwriter’s counsel; advising venture funds and capital markets firms regarding concerns under the ’34 Act and both ’40 Acts; preparing customer agreement, terms of use, privacy policy, and successful SEC no-action letter request for online broker-dealer; advising broker-dealer on Regulation M matters; representing international telecommunications company in corporate, financing, and commercial matters; documenting international asset purchase with significant letter of credit, tax, customs, and marine insurance law considerations; documenting $56 million note sale; helping to coordinate and document $800 million financing of Mexican light rail system; preparing successful litigation defenses; and representing creditors in Chapter 11 transactions and litigation.. · Represented supplemental air carrier in corporate, securities, commercial, bankruptcy, and other substantive matters, including negotiating and drafting S-3 and S-8 registration statements, periodic reports and proxy materials, aircraft financing documents, collective bargaining agreement, commercial office subleases, and related organization and transaction documents; structuring modified Dutch auction issuer tender offer for outstanding debt securities; analyzing twelve aircraft leases; and preparing successful litigation defenses.. · Documented institutional private placement and reorganization of national branded golf course developer; conducted due diligence for $400 million loan transaction; negotiated asset purchase transaction; partially documented structured finance transaction; performed legal and business risk analysis for representations and warranties risk insurers; represented master franchise association in fraud and bankruptcy litigation pending in federal and state courts; handled multi-state merger portion of $80 million roll-up; conducted due diligence review (trust preferred, merger stock, and REIT issuances), Rule 144A transaction analysis, and hostile takeover analysis for bank holding companies, thrifts, and their underwriters.. · Negotiated and drafted plans of reorganization, disclosure statements, credit agreements, asset sale agreements, and numerous other documents for bankruptcy, business, and banking matters; handled arbitrations, litigation, and appeals.. U.S. State Department, São Paulo, Brazil and Washington, DCForeign Service OfficerOlsen & Guardi, Denver, COPartnerCalkins, Kramer, Grimshaw & Harring, Denver, COAssociateFirst American Industrial Bank and First American Leasing Company, Denver, COSenior Vice President and Chief Operating Officer. EDUCATIONJD (Law), University of Denver College of Law, Denver, CO; law review editorMA (American Civilization) and ABD for the Ph.D. (American Civilization), University of Pennsylvania, Philadelphia, PAAB cum laude (History), Harvard University, Cambridge, MA
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