Software Marketing

Catherine Bassett Wexler

Macedonia, OH *****

216-***-**** ablu3w@r.postjobfree.com

QUALIFICATIONS SUMMARY

Corporate attorney with 7 years experience in mergers and acquisitions,

corporate governance, securities and general corporate matters. Served as

a corporate associate with a large law firm and as in-house counsel to a

large public company. Successful history of seeing objectives through to

fruition and closing significant transactions. Skilled in drafting,

analysis and negotiation.

CORE COMPETENCIES

Legal Document Drafting and Securities Law

Negotiation

Mergers & Acquisitions Periodic Reports to SEC (10-K, 10-Q,

8-K)

Consolidation & Reorganization NYSE & NASDAQ Compliance

Corporate Law Corporate Governance

Commercial Leases Corporate Resolutions

EXPERIENCE

JONES DAY LLP, Cleveland, OH

Present

Consultant - conducted internal investigation for international client

company related to Foreign Corrupt Practices Act.

National City, Cleveland, OH 2006 - 2009

(now a part of PNC)

Senior Attorney, Law Department

Advise senior executive teams of the twelfth largest financial holding

company on a broad range of strategic and business matters, including

mergers and acquisitions, securities filings, regulatory compliance,

dispute resolution and general contract law. Provide counsel to business

lines, including corporate planning group, insurance agency, stock transfer

agency and funding desk.

. Structured, negotiated and closed more than $27M of acquisitions and $33M

of divestitures.

. Managed Bank Note Program; $20B Senior and Subordinated Bank Notes.

. Conducted due diligence and drafted transaction documents for the merger

and acquisition of 3 bank holding companies ranging from $1B to $1.9B,

and for a capital raise of $7B.

. Served as Law Department representative for multiple acquisition

integration and divestiture corporate-wide teams.

Thompson Hine llp, Cleveland, OH 2002 - 2006

Associate, Corporate Transactions and Securities Practice Group

Advised clients from a broad range of industries on securities, corporate

governance and contract law matters, as well as asset acquisitions and

dispositions. Researched and analyzed statutory and case law on a variety

of business issues.

. Prepared proxy materials and periodic reports (10-Ks, 10-Qs, 8-Ks)

ensuring timely filing and compliance.

. Drafted transaction documents, ensured corporate governance compliance

and filed appropriate registration statements in connection with an

initial public offering raising over $50M, a follow-on public offering

raising nearly $30M, and a tender offer for senior subordinated notes.

. Drafted corporate governance materials such as resolutions, charters,

trading plans and document retention policies enabling client company to

go public.

. Drafted firm white paper on Sarbanes-Oxley compliance.

. Conducted due diligence and created and managed data rooms, both physical

and virtual, in connection with a $1.84B acquisition and a $70M

disposition.

Catherine Bassett Wexler Page Two

United States District Court, Northern District of Ohio Summer 2000

Federal Judicial Externship, Magistrate Judge Patricia Hemann

Wrote draft opinions and internal memos. Researched issues of federal

civil procedure, evidence, habeas corpus, and copyright infringement.

Harley-Davidson Dealer Systems, Highland Heights, OH 1999

Technical Contractor, Computer Systems Development Division of Motorcycle

Manufacturer

Tested software in development for DOS to Windows conversion of point-of-

sale software programs. Created manual of technical user instructions to

support software programs. Wrote and coordinated the publishing and

dissemination of division's newsletter.

CVS, Inc., Woonsocket, RI 1996 - 1998

Lead Coordinator, Store Systems Help Desk of the MIS Department

Trained and supervised up to 100 computer support technicians. Identified

point-of-sale software bugs, created fixes, and communicated software

issues to program developers.

Triangle Wire & Cable, Inc., Lincoln, RI 1994 - 1996

Marketing Specialist, Marketing Department of Wire & Cable Manufacturer

Managed all promotion programs and maintained marketing materials.

Contracted with outside vendors. Developed yearly budget objectives.

Created and managed corporate visitor program. Maintained PR contacts.

EDUCATION

JD, Case Western Reserve University School of Law, Cleveland, OH, 2002, cum

laude

MBA, Marketing Management, St. John's University, Jamaica, NY

BA, French Language and Literature, Vassar College, Poughkeepsie, NY

PROFESSIONAL ASSOCIATIONS

Admitted to Practice Law in the State of Ohio and the Northern District of

Ohio

Member of the Cleveland Bar Association

Member of the Association of Corporate Counsel

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