EUGENE N. HRETZAY, Attorney/CPA ********@******.***
CEO General Counsel Strategist M&A
People skills Lifelong learning Integrity
Summary of Qualifications
Attorney/CPA with extensive international and domestic experience as a
General Counsel, Senior Executive and Practicing Attorney. Experience
involves strategic initiatives, risk management, corporate finance, complex
litigation, counsel to public and private corporations, mergers &
acquisitions, compliance, valuation and transactional issues, business
operations, planning and administration. Demonstrated ability to lead and
manage complex projects and reduce costs. Designed and implemented
policies and procedures with respect to the delivery of services. Able to
interface with all levels of an organization, to lead, to motivate and meet
deadlines.
Expertise and Knowledge in areas such as:
- Complex Business Transactions - Mergers & Acquisitions
- Restructuring
- Complex Litigation - Strategic Planning
- Investor Relations
- SEC/SOX Compliance - Corporate Finance
- Real Estate
- Tax Planning - GAAP/Auditing -
Collective Bargaining
- Corporate Governance - Intellectual Property
- Franchising
Selected Accomplishments
Simultaneously prepared bankruptcy protection/restructuring strategy
in the face of bank demand
with a $43.6M rights offering, which offering was successful and
completed in half the usual time, attracting a substantial private
placement and eventual return to profitability.
Created the strategic plan, selected acquisition targets, developed
integration plans and led cross-functional teams of 7-15 professionals
to complete 30+ acquisitions in 3 years to transform a regional
distributor into a national distributor moving share price from $5 to
$19 and creating $224M in shareholder value.
Led two proxy fights, the first taking control of the White Pass
railroad in Alaska and the second taking control of International
Sovereign Energy Corp.
Engineered two hostile takeovers; the first earning a capital gain and
break fee totalling $12M and the second turning a $25M write-down into
a $25M gain.
Crisis-managed an $89M balance sheet restatement without regulatory
repercussions or shareholder class action litigation.
Eliminated over $1.1M in annual external counsel fees by negotiating
and closing 10 banking facility agreements (each between $50M and
$100M) and completing a $43.6M rights offering and a $39M equity
offering. Defeated a potential $180M asbestosis class action.
Navigated the board through a $25M related-party transaction, which
resulted in no action from the securities commission despite
complaints of self-dealing by an unsuccessful bidder for the control
block.
Closed three private placements resulting in control of a $300M luxury
apartment portfolio generating $14.5M FFO; a $1B retail REIT
generating distributable income of $42M and a financial and technology
solutions provider generating $19M net profit ($439M revenues).
Completed a one-for-two stock consolidation which increased the share
price by 15%. Completed a corporate reorganization resulting in
potential tax savings of $3M.
EUGENE HRETZAY, Attorney/CPA
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Professional Experience
INTERNATIONAL SOVEREIGN ENERGY CORP, Calgary, AB CEO
2008-2009
. Publicly traded oil & gas exploration and production company.
LEXERVICE PROFESSIONAL CORPORATION, Toronto, ON Principal
2006-2008
. Professional services firm providing M&A advisory services, SEC/OSC
compliance advice to public companies, and tax and transactional
services to cross-border businesses.
DELOITTE & TOUCHE LLP, Calgary, AB Staff Accountant - Audit and
Assurance 2004 - 2006
. Gained expertise in auditing, taxation and financial advisory
services.
. Performed year-end audits, interim reviews and SOX internal controls
compliance testing for oil & gas, real estate and high-tech
enterprises. Reviewed IPOs and prepared tax returns.
TRI-WHITE CORPORATION, Toronto, ON Corporate Counsel & Secretary
1998 - 2004
. Morguard's principal shareholder owns Tri-White and other smaller
enterprises, all were run through a central office thereby reducing
professional services expenses.
. Served as acting general counsel under management services contract
with Morguard Corporation. Devised the name Tri-White and set up its
corporate framework.
. Number two executive after Board Chairman. Directed 500+ employees.
Negotiated and closed corporate transactions, and handled
environmental, litigation and union issues.
MORGUARD CORPORATION & ACKLANDS LIMITED, Toronto, ON
1978 - 1998
Corporate Counsel & Secretary - Morguard Corporation (1997-2004)
. Managed transactions, corporate compliance and litigation.
Administered employee stock loan, stock option, stock repurchase,
dividend reinvestment plans.
. Led HR, IP, IR, stock exchange, and transfer agent efforts and
organized annual meetings.
. Authored annual and interim Chairman's reports, proxy statements and
MD&A disclosure. Revised governance standards and compliance programs
prior to enactment of the Sarbanes-Oxley Act.
Corporate Counsel & Secretary - Acklands Limited (1978-1996)
. Managed a $30M real estate portfolio saving 7% per transaction on
asset management and 3% on property management, as well as saving $50K
per year as corporate risk manager.
. Litigated contractual ($25M software development, $4.4M products
liability), insurance ($1.2M crime), real estate (<$500K), employment
(<$500K) and intellectual property disputes.
. Reduced external legal costs from $400K to $30K in the first two years
of assuming position.
Education / Affiliations / Professional Development
MBA & B.Comm. (Hons) Asper School of Business, U of Manitoba, Canada, TDA
Fellowship
LL.B. (J.D. equivalent) Robson Hall Law School, U of Manitoba, Canada, Law
Journal
Foreign Academic Credentials Service, Inc. letter of 9/13/2002 states that
all above degrees are considered equivalent to those received from an
accredited university in the United States.
ABA, NYSBA, AICPA, CBA, OBA, NYSSCPAs and NHSCPAs.
AICPA CPE exams in"SEC Reporting","International Taxation: To and From the
U.S IFRS vs U.S.GAAP","M&A Taxation","Real Estate Accounting and
Auditing", "FIN 48-Uncertainty in Income Taxes" "Mergers, Acquisitions and
Sales of Closely Held Businesses", "Compiling Forecasts and Projections",
2009-2010 U.S. Federal Tax Update; Osgoode Hall Law School certificate
programs "Corporate Finance for Business Lawyers" and "The Intensive Course
in Canadian Securities Law and Practice"; and the CBA " Intensive Six Day
Tax Law Program".