Company Management
Resume:
SHIVA K. SANDILL
*** *. ********* **., ******, IL 61614
617-***-****, ********@*****.***
____________________________________________________________________________________________
Profile Experienced corporate lawyer with legal, management, negotiation, client-relation and leadership skills in general corporate and
transactional matters. Over five years of experience (both in-house and private practice) advising public and private companies
from a broad cross-section of industries as well as private equity and venture capital funds in various aspects of their business.
Experience CATERPILLAR INC., Peoria, IL
Attorney, Commercial Group
• Manage, draft and lead negotiations on a variety of corporate transactions on
behalf of the enterprise
and its subsidiaries including mergers, acquisitions, dispositions, joint ventures,
general commercial, vendor and settlement agreements.
• Oversee, negotiate and draft a variety of global contracts for enterprise’s Global
Purchasing and Supply Chain organization which has an annual budget of over
several hundred million dollars.
• Serve as sole attorney responsible for multiple business units (Human
Resources Division, Global Purchasing, Research Agreements and Joint
Ventures with colleges and universities, travel and information technology).
• Review and revise company’s form agreements.
• Appointed to enterprise’s global Pro Bono Committee
MORSE, BARNES-BROWN & PENDELTON, PC, Waltham, MA
Associate, Business Law Practice Group 20
• Draft and negotiate financing documents for venture capital investors in connection with
stock financings.
• Research and review anti-trust regulations and subsequent drafting of acquired party app
for compliance with HSR Act prior to private equity buyout.
• Negotiate and draft bridge loan financing documents on behalf of institutional investors
working capital for target company prior to acquisition.
• Collaborate with a technology company’s management team to analyze company’s capit
prior to drafting recapitalization documents.
GOODWIN PROCTER, LLP, Boston, MA
Associate, Business Law Practice Group 20
– 2010
Summer 2005 & 2006
• Counsel and advise senior management of public and private companies and private equity and
venture capital investment funds with respect to various aspects of their businesses.
• Work with technology companies and venture capital firms to negotiate, draft and close financing for working
capital and equity incentive benefits for employees.
• Experience drafting portions of a variety of legal agreements, including merger, stock purchase, asset
purchase, partnership, limited liability company, formation, confidentiality and employment and other related agreements.
• Analyze material contracts and financial data of health care companies to structure representations and
warranties contained in merger agreements.
• Review, draft, edit and coordinate SEC filings and other corporate documents for various public and
private domestic entities.
• Participate in negotiations, documentation and closings of mergers and acquisitions.
• Extensive due diligence work on mergers and acquisitions, leverage buyouts, venture capital financings,
debt financings and corporate restructuring transactions including drafting memorandums highlighting
key legal issues of concern.
Publications JOURNAL OF NEUROCHEMISTRY, Vol. 74
• Authored “Modulation of the Neurotoxin Effects of Methamphetamine by the
Selective κ - Opioid Receptor, Agonist U69593”
VC SPOTLIGHT, Q3 2010
Authored “National Venture Capital Association Modifies Documents in
Response to In Re Trados Case”
Education BOSTON COLLEGE LAW SCHOOL, Newton, MA
Juris Doctor, May 2007, Contribution to Community Award upon graduation
HOWARD UNIVERSITY, Washington, DC
Bachelor of Science, 2002, Magna Cum Laude; Inaugural Leadership Scholarship Recipient
Shiva K. Sandill
Representative Transactions
Public Companies: Advise companies and underwriters in connection with the issuance of equity and debt
securities in public and private offerings. Draft registration statements, prospectuses, private placement
memoranda, and other offering materials. Prepare and negotiate various agreements, including
underwriting/placement agreements, indentures, and ancillary agreements. Coordinate due diligence review and
analysis for companies and underwriters.
• Reviewed and assisted in the preparation of many types of SEC filings, including annual and special
meeting proxy materials, annual, quarterly and periodic reports and registration statements.
• Provided general corporate, securities and transactional advice for a molecular diagnostics
company focused on colorectal cancer.
• Participated in the drafting and led the diligence review for the sale of a privately-held document
imaging company to a publicly-traded provider of speech and imaging solutions for businesses and
consumers for approximately $93M in cash and stock.
Mergers and Acquisitions/Buyouts: Advise clients in connection with acquisitions and dispositions of
companies, stock and assets. Jointly draft and negotiate merger, stock purchase, asset purchase, and related
agreements. Conduct due diligence review and analysis for buyers and sellers.
• Drafted indemnification agreement, distribution agreement, information statement, letter of
transmittal, transition services agreement, escrow agreement and portions of merger agreement and
stockholders agreement; drafted ancillary documents; organized and managed closing; supervised
junior associate; counseled chief financial officer and chief legal officer of client regarding all of the
foregoing.
• Jointly led negotiations and drafting for the acquisition of substantially all of the assets of a publicly-
traded company focused on colorectal cancer for approximately $100M.
• Negotiated and drafted the asset purchase agreement for the sale of a nuclear switchyard of a public
utility to another public utility for approximately $8M.
• Participated in the drafting and led the diligence review for the sale of a privately-held document
imaging company to a publicly-traded provider of speech and imaging solutions for businesses and
consumers for approximately $93M in cash and stock.
• Analyzed all material contracts and financial data of a health care company to consummate a
$75M merger.
Private Companies: Advise and counsel senior management with respect to general corporate matters.
Prepare, review and negotiate organizational documents, business contracts, debt financing agreements,
employment agreements, restricted stock purchase agreements, stock option plans and other agreements. Attend
to corporate formation and maintenance, including preparation and review of board of directors’ meeting minutes
and maintenance of minute books and stock records.
• Clients include a financial services software company, a semi-conductor technology company, a
health care company, social networking company, an educational technology company, an investment
service company, health care product providers, and a security company.
Private Placements (Investor and Company side): Advise and counsel companies, investment funds,
venture capital funds and other institutional investors in private placement transactions. Prepare, review and
negotiate portions of private placement term sheets and financing documents, including stock terms and securities
purchase, registration rights, voting and management rights agreements.
General Corporate: Draft charters, bylaws, operating agreements, and other organizational documents for
newly formed entities. Draft and negotiate confidentiality and nondisclosure agreements. Assist insiders with
preparation and filing of forms and schedules under the Securities Exchange Act. Advise companies concerning
preparation and filing of requests for “no-action” letters from the Securities and Exchange Commission.
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