Mike Ross **** Biarritz Place ? San Jose, CA *****

408-***-**** ? acd311@r.postjobfree.com

Profile

> Results-driven legal professional with nearly 25 years

experience.

> Successfully raised over $2.5 billion in public and private

financings.

> Responsible for acquisitions and divestitures of over $1

billion.

> Broad skills in: securities, M&A, corporate development, venture

capital investment, commercial transactions, litigation, IP,

finance, HR, corporate secretarial and Board service.

> Excellent leadership, decision-making, execution, personal and

communications skills.

Career Progression

General Counsel

Solar Semiconductor Inc. Sunnyvale, California 2008 - Present

General counsel of a vertically integrated provider of high-quality

photovoltaic ("PV") modules, cells and power systems for the global solar

market with manufacturing facilities in India. Negotiated, drafted and

closed power purchase agreements and engineering, procurement and

construction agreements. Responsible for legal, real estate and human

resources.

General Counsel

Advanced Power Projects, Inc. Fremont, California 2007- 2008

General counsel of early-stage start-up that provides technology

upgrades to power plants to dramatically reduce greenhouse gas

emissions and increase electric output. Responsible for financial, legal,

real estate and human resources.

Vice President, General Counsel and Mergers and Acquisition

Atmel Corporation San Jose, California

1989-2006

First general counsel of this global semiconductor company with over 9,000

employees in the U.S., Asia and Europe. Responsible for legal, real

estate, sales and financing transactions, partnership/corporate entity

management, human resources, board/secretarial duties, tax, litigation,

financial reporting, purchasing, and facilities.

Corporate Functions

> Built worldwide legal team and all departmental functions for the parent

corporation, as well as over 50 subsidiaries. Responsible for global

corporate legal and litigation matters, directing all internal attorneys

and external law firms.

> Executive in charge of Human Resources for over 9,000 employees on a

worldwide basis during periods of rapid expansion and reductions-in-

force.

> Established and was responsible for corporate risk management programs.

Evaluated and selected all corporate insurance coverage, including

medical, dental and vision; general liability; property, plant and

equipment; errors and omissions; and, directors' and officers' liability.

> Directed the Company's real estate portfolio, including the purchase,

design, development and construction of Atmel's headquarters and testing

facility consisting of 300,000 square feet on 37 acres. Supervised

construction of two large semiconductor manufacturing facilities.

Directed facilities worldwide including, site selection, lease

negotiation, office design, furniture selection and maintenance.

Mergers & Acquisitions

> Evaluated, selected, structured, negotiated and completed over 25

corporate acquisitions / divestitures in the U.S., Asia and Europe.

Transactions ranged from $1M up to $250M and included companies such as

Motorola, Daimler Benz, Siemens, Hitachi and Honeywell. The acquisitions

of companies and manufacturing facilities allowed the company to increase

revenues from $635M in 1995 to over $2B in 2000.

> Established over 50 subsidiary corporations globally, including entities

in China, India, Bermuda and Romania. Arranged for auditing, legal,

regulatory and banking services; served as a director and provided

corporate secretarial service.

Intellectual Property / Licensing / Litigation

> Successfully resolved, through litigation and/or negotiation, numerous

disputes involving companies such as IBM, Intel, General Instruments, ST

Microelectronics, Ericsson, Harris and AT&T.

> Recovered more than $100M from companies using the Company's intellectual

capital. Managed Atmel's intellectual property program, including

patents, trademarks, licenses, enforcement and litigation.

> Responsible for negotiation and execution of all sales, commercial,

licensing, software, purchasing, and intellectual property agreements.

Ensured legal and business perspectives were balanced expeditiously while

successfully minimizing corporate exposure resulting in the understanding

that legal aided the business process.

> Persuaded U.S. Customs and the International Trade Commission to allow

Atmel to import into the US its ITC prohibited products. Those shipments

constituted over half of Atmel's annual revenues.

Financing / SEC / Investor Relations

> Handled the initial public offering, as well as multiple follow-on stock

offerings on NASDAQ and the Paris Bourse, including negotiating with

underwriter on pricing, spreads and splits, to raise over $1B in

proceeds. Also responsible for over $775M in convertible debt financings

in public and 144A offerings, and over $750M in equipment and facility

backed financings, accounts receivable backed lines of credit and

straight bank debt from the private market using single lenders and

syndicated lender groups.

> Structured and negotiated Atmel's investments in numerous companies

involving common and preferred stock, warrants, notes and asset backed

financings.

> Responsible for SEC filings, proxy statement, Sarbanes Oxley, standards

of business conduct, Foreign Corrupt Practices Act, audit, compensation

and corporate governance committee charters.

> Principally responsible for all aspects of the annual meeting of

shareholders, board meetings, committee meetings, including all corporate

secretarial functions.

> Approved all financial conference presentations, annual reports, earnings

call scripts, marketing collateral, press releases, and participated in

investor relations decisions and other public company activities.

Orrick, Herrington & Sutcliffe San Francisco, California

Prior to 1989

Associate

Transactional practice focused on mergers and acquisitions, private/public

securities, venture capital financings, syndications, real estate, real

estate finance, project finance and general business representation.

Education

J.D. Stanford University Law School Palo Alto, California

B.S. University of Arizona Accounting Tucson, Arizona

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