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.
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).