Corporate Attorney

• May 2022 - Present

Corporate Attorney

• Apr 2014 - Jun 2022

Leverage significant “Big Law Firm” experience to provide clients sound representation across a variety of business matters; played a key role in providing legal expertise surrounding international mergers and acquisitions, formation and early round financings, joint ventures, limited liability companies, corporations, securities law regulations and compliance and private equity offerings. Start-Up Food & Beverage Company, General Counsel • Provided value by creating a solid foundation for the company to seek second-round financing. • Identified core details of the company and curated governance structure to support evolving needs. • Revised corporate structure by dissolving in an unfavorable jurisdiction and incorporating in a favorable jurisdiction with commercial benefits for the organization. Wertlieb Law, Expert Witness Support • Reviewed complex acquisition negotiations and documentation for a case regarding a dispute between parties in a corporate transaction. • Identified key information utilized in representing major media company in case. • Reviewed and identified documents and issues used in establishing expert opinion for a case involving major legal malpractice lawsuit. Show less

Corporate Counsel

• Apr 2013 - Apr 2014

• Advised on the negotiation of seed funding investment and related transaction documents. • Advised on, and documented corporate structuring and restructuring transactions. • Provided general legal advice and assistance, combining business knowledge with legal experience. • Advised on the negotiation of seed funding investment and related transaction documents. • Advised on, and documented corporate structuring and restructuring transactions. • Provided general legal advice and assistance, combining business knowledge with legal experience.

Managing Associate

• Sep 2006 - Sep 2012

• Managed the execution of all aspects of domestic and international M&A and corporate finance transactions including stock sales, asset sales, exchange offers, tender offers, proxy contexts, joint ventures and restructurings. • Lead responsibility for drafting and negotiating principal transaction agreements (including merger agreements, stock purchase and asset purchase agreements, joint venture agreements, term sheets, stockholders’ agreements, registration rights agreements, option agreements, escrow agreements, voting agreements, employment and consulting agreements, confidentiality, non-competition, stand-still agreements); direct strategy and negotiation conferences with public and private company senior executives and in-house counsel. • Oversaw international due diligence investigations and managed offshore and local counsels globally. • Managed the execution of U.S. capital markets offerings and domestic and international banking and credit transactions (including the restructuring of senior secured debt and joint ventures). • Advised senior executives and in-house counsel on a variety of day-to-day corporate legal issues; including U.S. securities laws, SEC reporting requirements, stock exchange rules, corporate governance and fiduciary duties of officers and directors. • Negotiated and drafted financing documents (including indentures, note purchase agreements, security and pledge agreements and deposit agreements). • Represented issuers in the preparation and filing of ’33 Act registration statements for high-yield debt offerings; drafted proxy statements related to takeover transactions; negotiated with SEC staff on comments. • Managed and executed all aspects of SEC filings. Show less

Summer Associate

• Jun 2005 - Aug 2005