Prominent strategist and legal expert with broad experience in general corporate governance and transactional work focused on securities laws, corporate finance, capital markets initiatives, debt and equity investments and compliance. Structure and negotiate complex investment transactions and various funding facilities.
Valued for designing and implementing business strategies, plans and procedures, driving process enhancements, unifying disparate groups and delivering improved performance.
Capitalize on extensive experience as in-house counsel; acknowledged by peers, subordinates, executive management and board leadership for tenacity and ability to gracefully handle rapidly changing and challenging corporate and regulatory environments.
Persuasive, educated and skilled negotiator with outstanding communication, client service and relationship management. Oversee and direct complex litigation and negotiate significant settlements to safeguard company interests.
Selected to assume high profile, executive role managing the legal department and providing day-to-day operational leadership and management mirroring the mission and core values of the firm. Advise on all legal aspects of the firm’s products, financings, business structures and legal entities. Design and manage the company’s internal legal function and staff. Oversee the selection, retention, management and evaluation of all outside counsel. Ensure that risk is effectively addressed in all aspects of the business.
Responsible for the launch and ongoing maintenance of all advisory clients, including collateralized loan obligations (CLOs), business development companies, private funds and registered investment companies. Serve as corporate secretary and as chairman of disclosure committee for public reporting entities and as a member of the SBIC investment committee.
Collaborate with executive management team to develop and execute upon effective strategies and processes designed to accommodate the rapid growth objectives of the platform. Ensure that strategic objectives shaped at the executive management level are translated into tactical business plans to effectively grow and bolster the financial strength and operating efficiency of the organization. Motivate and mentor a high-performance team. Attract, recruit and retain employees, deepening the pipeline of talent. Foster a success-oriented, accountable environment within the firm.
Notable Projects & Proceedings:
Architected and implemented new D&O, E&O, EPL and IDL program for the platform, producing greater quality catastrophic coverage through a comprehensive manuscripted policy and reducing costs by over 30%.
Designed and implemented robust 360-degree review process, providing valuable insights into the professional strengths and opportunity areas of employee base.
A full-service, asset management platform providing capital and leveraged finance solutions to U.S. corporations through two complementary lines of business: direct middle-market lending and broadly syndicated loans (over $12 billion invested in more than 4,000 transactions).
Served in executive role managing legal and compliance departments, providing securities law, disclosure, operational and transactional advice to Board of Directors and senior executives. Relied upon as strategic business partner for board and committee members, advising on portfolio company matters, fiduciary duties, disclosure issues and all aspects of corporate governance.
Advised executive management and board members on operational improvements, litigation matters, risk assessment of business and D&O insurance. Leveraged legal and relationship management expertise while serving on MCG credit committee and SBIC investment committee, and as chairman of disclosure committee, compliance and risk committee and 401(k) committee. Developed training for employees, senior executives and board members, covering topics, including insider trading and Regulation FD. Drafted and reviewed 1933 Act registration statements, 1934 Act periodic and 1940 Act filings, U.S. Small Business Administration documentation, and S.E.C. exemptive applications and no action letters. Accountable for corporate secretary duties. Commended for building robust compliance platform, driving process improvements.
Notable Projects & Legal Proceedings:
Negotiated and completed the successful sale of MCG to PennantPark Floating Rate Capital Ltd., overcoming topping bid process by HC2 Holdings, Inc. and consummating the third M&A transaction in the BDC sector.
Demonstrated exceptional creativity and strategic execution skills, managing and monetizing control company investments and implementing significant organizational cost reductions through the design of two-year restructuring plan; reduced reliance on outside counsel and external legal spending by 95%.
Successfully defended company, circumventing hostile proxy contests three years in a row by managing Delaware and New York litigation, drafting fight letters and related proxy statements. Structured and led legal and business efforts associated with self tender offer and stock repurchase programs.
Publicly traded (NASDAQ: MCGC) business development company that provided capital and advisory services to middle-market companies in diverse industries throughout the United States ($6B in cumulative investments).
Leveraged expertise as a corporate generalist representing both public and private companies, venture capital firms, and underwriters. Handled initial public offerings (IPOs), follow-on public offerings and shelf offerings, as well as mergers, stock and asset acquisitions and private placements of both equity and debt securities. Acted as business partner, advising boards of directors of publicly-held, private, and not-for-profit issuers on general corporate governance, fiduciary duty compliance, sentencing guidelines, transactional structuring and succession planning.
Notable Projects & Legal Proceedings:
Played integral role as team leader, effecting a variety of transactions for numerous technology, pharmaceuticals and life sciences issuers, including the: going private sale of Kronos Incorporated to Hellman & Friedman and JMI Equity; DoubleClick Inc. Rule 144A offering of zero coupon convertible subordinated notes; IPO and follow-on offerings by Akamai Technologies, Inc., Airvana, Inc., Intelligroup, Inc., CollaGenex Pharmaceuticals, Inc., LeMaitre Vascular, Inc. and Momenta Pharmaceuticals, Inc.; and special committee representation of Blockbuster, Inc. in connection with split-off from Viacom Inc.
Coached, trained and mentored junior attorneys, enhancing skills on topics such as corporate transactions, federal securities laws, financing transactions, public disclosure, corporate record keeping and Section 16 compliance.