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Senior Counsel, Assistant General Counsel, Corporate Counsel

Location:
Milwaukee, WI
Posted:
January 26, 2016

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Resume:

ALLEN GERRARD

**** ***** ****** ******, *********, WI 53211

PHONE 303-***-**** EMAIL acs9mj@r.postjobfree.com

LEGAL EXPERIENCE

GE HEALTHCARE, Milwaukee, WI

Lead Counsel, Life Care Solutions (LCS), March 2012 – current

Advise and counsel GE Healthcare Life Care Solutions’ senior leaders on relevant laws and regulations (FDA, FTC, Anti-Trust) to ensure business compliance and provide daily support to its global business centers in Helsinki, Finland; Wuxi, China; Bangalore, India; and Madison, Wisconsin.

Structure, draft and negotiate complex commercial agreements, joint development agreements, contract manufacturing agreements, licensing arrangements and related transactional and commercial contracts.

Legal point person for corporate governance matters within GE Healthcare.

Review and approve global marketing and advertising materials ensuring compliance with FDA and FTC regulations.

Provide counsel to the business on compliance matters including providing compliance training and conducting internal investigations.

Served as Project Manager for divisional simplification projects and global corporate initiatives.

Manage and direct outside counsel for litigation matters.

Accomplishments include:

$500M divestiture of Vital Signs, Inc. requiring global support in the negotiation of local transition services agreements, logistic support agreements, divestiture and creation of local legal entities, implementation and termination of local distribution agreements, in addition to the standard Sales Purchase Agreement. Led GEHC legal effort in decoupling U.S. GPO and ITP contracts.

Drafted and negotiated of B2B Sales, Services, Licensing and Development agreements for GE Healthcare’s anesthesia vaporizer business.

Drafted a novel Enterprise-wide Software Support Agreement for the Diagnostic Cardiology Group.

Project Manager for global, cross-functional team to identify all GEHC legal entities, aggregate corporate governance data, collect supporting documents and determine standing of each legal entity for Volcker Rule (Dodd-Frank) classification purposes and new legal entity management tool population.

Led simplification effort to streamline GEHC equipment loaner process. Managed cross-function, multimodality team that simplified manual, disjointed loaner processes into single online workflow with tracking and auditing capabilities. Decreased decision to ship time to 1.2 days.

PEPSICO, INC., Purchase, NY

Corporate Counsel, May 2008 – March 2012

PEPSI BEVERAGES COMPANY, Somers, NY

Corporate Counsel, Operations, September 2010 – March 2012

Provided analysis and counsel on legal, policy and operational issues to the real estate, supply chain, regulatory, purchasing and transportation groups.

Served as lead and supporting attorney on mergers and acquisitions.

Drafted, reviewed and negotiated commercial contracts, sourcing agreements, IT licensing agreements and real estate documents.

Member of PepsiCo’s FDA (Food Safety Modernization Act) task force.

Accomplishments include:

Legal lead on $4M acquisition of Canadian Carbonated Soft Drink distributer.

Negotiated unprecedented joint backhaul/warehouse-sharing agreement with international brewery. Proposed Agreement projected cost savings to both transportation group and Real Estate groups.

PEPSICO, INC., Purchase, NY

Attorney, May 2008 – September 2010

Drafted SEC quarterly and annual reporting documents (10Q/K, SC13D/G), 8-K’s, proxy materials, and SEC no-action letters.

Drafted corporate governance documents including director and shareholder consents, merger agreements, contribution agreements and by-laws.

Managed and provided oversight of the corporate governance record-keeping process including keeping the Board books and records, preparing materials for Board meetings, drafting Board and Committee minutes and drafting communications to Board members.

Drafted and negotiated master service agreements, licensing agreements, non-disclosure agreements and other complex commercial agreements.

Ensured compliance with European data privacy laws under the Department of Commerce US-EU Safe Harbor program.

Assisted in preparation of pre-merger S-4, 13e-3, and Hart-Scott-Rodino filings.

Accomplishments include:

$7BN acquisition of two of PepsiCo’s largest bottlers, Pepsi Beverages Company and PepsiAmericas. Supported the transaction as member of the PepsiCo corporate legal team in reviewing all pertinent agreements including “Going Private” filings (13e-3), S-4 registration, and Purchase Agreements. Transaction had the added complexity of simultaneously merging three public companies into one surviving company.

Assumed lead role in the interpretation of the US-EU Safe Harbor program and the development of a compliant self-certification program for PepsiCo, Inc.

Negotiated the sale and purchase of private business jets.

SPECIAL COUNSEL, Purchase, NY

Temporary Junior ERISA Attorney, August 2007 – May 2008

Assigned to PepsiCo, Inc. Researched ERISA, DOL, and IRC regulations to determine compliance with existing deferred compensation and defined benefit plans.

Managed and directed outside counsel for ERISA/employee benefits litigation.

Established “mirrored” 401(k) and health and welfare plans for newly created joint venture.

RUSSO, KEANE & TONER, New York, NY

Summer Associate and Law Clerk, May 2006 – January 2007

Conducted research and drafted memoranda concerning ERISA long-term and short-term disability, personal injury, and medical malpractice issues.

Drafted joint pre-trial statements, motions for directed verdict, answers, demands, stipulations, affirmations in support, and responses to demands.

ADDITIONAL EXPERIENCE

GMAC MORTGAGE, Denver, CO

Closing Loan Specialist, February 2003 – August 2004

Served as closing loan specialist for five Texas branches and produced closing documents for governmental (FHA and VA) and conventional loans.

EDUCATION

PACE UNIVERSITY SCHOOL OF LAW, White Plains, NY

Juris Doctor with Certificate in International Law received May 2007

SETON HALL SCHOOL OF LAW: CAIRO PROGRAM, Cairo, Egypt

Coursework: Islamic Jurisprudence; International Oil & Gas Law; International Criminal Law

UNIVERSITY OF COLORADO, Boulder, CO

Bachelor of Arts, Political Science received August 2002

BAR STATUS

Admitted in New York and New Jersey

Registered In-House Counsel in Wisconsin, Admission on Proof of Practice pending

Illinois Admission on Motion pending



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