• Intellectual Property/Intellectual Technology - Manage legal compliance for the Company including, specifically, the IT department, by negotiating and structuring a wide variety of MSAs, PSAs, SOWs, SLAs, DPAs, SaaS and other license agreements; drafting of privacy policies, terms of use, and EULAs; conducting corporate and brand website reviews; maintain data privacy and Cyber Incident Response Plan; drafted Generative Artificial Intelligence Policy; maintain global intellectual property portfolio including patents and trademarks.
• General Corporate - Support and advise internal corporate departments including accounting, marketing, internal audit, IT, treasury and HR by serving as their general counsel on various legal issues including contract review, employee matters and regulatory compliance.
• Complex Commercial Contract Negotiation - extensive experience negotiating a variety of complex commercial contracts to ensure business and legal risks are identified and properly addressed.
• Litigation - resolve any legal matters, claims and correspondence received by the Company and work with outside counsel until final resolution.
• Special Projects - Lead attorney for company-wide strategic projects including formation of engineering office in Costa Rica, legal entity simplification project, and contract life cycle management software selection and implementation.
• Securities Disclosures - Manage public company securities law reporting obligations under the '33 Act and '34 Act including Form 10-K, Form 10-Q, proxy and information statements, Form 8-K (and earning releases); Manage Section 16 (Forms 3, 4 and 5) and Rule 144 compliance, and administer and advise on trading window, 10b5-1 plans and insider trading policies.
• Corporate Governance & Compliance - Previously managed stock exchange compliance and reporting with NYSE; Review and update Corporate Governance Guidelines and various board committee charters; Review and update various company policies including Insider Trading Policy, Stockholder Ownership Guidelines, and Derivatives Use Policy; previously served on Enterprise Risk Management Committee; previously served as Assistant Anti-Corruption Compliance Coordinator under the company's Anti-Corruption and Trade Compliance Policy.
• Corporate Secretary - Prepare minutes, resolutions and/or written consent, agendas, presentations, and meeting books for the board of directors and various committees including audit, compensation, nomination & corporate governance, routine transactions and affiliate transactions; Prepare minutes, resolutions and/or written consents for all domestic and foreign subsidiaries; manage outside legal counsel for foreign subsidiaries; maintain registrations of foreign and domestic subsidiaries; develop and enhance legal compliance and internal control policies and procedures; Provide advice to board on general corporate matters; Previously prepared for and coordinated annual meeting of stockholders, including drafting of proxy statement and 10-K wrap.
• Mergers & Acquisitions - Manage public company M&A activity including drafting of NDAs and access letters, indications of interest, LOIs; conduct due diligence research on targets; prepare acquisition documents and ancillary agreements; draft securities disclosure and attention to refinancing of debt documents in furtherance of such M&A activity.
• Executive Compensation and Employee Benefits - Negotiate employee and severance agreements; Develop and manage compensation plans, including STIP and LTIP, Senior Executive Bonus Plan, 401(K) Plan and DCP Plan; Draft CD&A section of proxy statement; Draft equity award letters and agreements; Draft registration statements on Form S-8 to register shares for the company's 401(k) and DCP plans and LTIP; Serve as Secretary of the Benefits Committee.

I was a senior corporate/securities associate at the Houston, TX office of a large, U.S. law firm.

• Securities Disclosures - Drafted, reviewed and filed SEC reports such as 10-Ks, 10-Qs, 8-Ks, proxy statements, information statements, Section 16 Forms (Forms 3, 4 and 5) and Schedule 13-Ds and Gs.
• Public and Private Securities Offerings - Drafted, reviewed and filed various registration statements on Forms S-1, S-3, S-8 and S-4 and prospectuses; conducted numerous Reg. D private placements and "rights" offerings and "blue sky" exemptions; conducted Tender Offers and Rule 144A transactions.
• Corporate Governance - Drafted, reviewed and provided advice regarding audit, nominating and compensation committee charters and various policies including insider trading, confidentiality and corporate opportunities/conflict of interests and employment matters. Provided advice on NYSE, AMEX and NASDAQ rules. Advised board members on various business issues and drafted board minutes.
• Merger & Acquisitions - Drafted various stock and asset purchase agreements; conducted due diligence.
• General Corporate - Drafted various corporate agreements: buy/sell agreements; non-compete, independent contractor/employment agreement, shareholder agreements, licenses, executive compensation plans; Prepared and filed charter documents and bylaws. Review and revise various corporate contracts.

I was a corporate/securities associate at this boutique securities firm in Houston, Texas.

• Securities Disclosures - Drafted, reviewed and filed SEC reports such as 10-Ks, 10-Qs, 8-Ks, proxy statements, information statements, Section 16 Forms (Forms 3, 4 and 5) and Schedule 13-Ds and Gs.
• Public and Private Securities Offerings - Drafted and filed various registration statements on Forms S-1, S-3, and SB-2; Reg. D private placements with resale reg. statements (PIPE) and "blue sky" exemptions.
• Merger & Acquisitions - Drafted various stock and asset purchase agreements; conducted due diligence.
• Corporate Governance - Drafted audit, nominating and compensation committee charters and various policies including insider trading, confidentiality, corporate opportunities/conflict of interests and FCPA.
• General Corporate - Drafted various agreements: ISO/NQSO, employee/director, severance, shareholder, asset exchange; Prepared and filed articles of incorporation and organization and board minutes.

• Opinions - Assisted in drafting legal opinions over criminal and civil cases.
• Research - Drafted legal memoranda of law regarding criminal procedure and constitutional law.

• Opinions - Assisted in drafting legal opinions over criminal and civil cases.
• Research - Drafted legal memoranda of law regarding criminal procedure and constitutional law.