Sales Management
Resume:
Lorna R. Simms, Esq.
** ****** ***** *******, ** 06810
203-***-**** (Cell) 203-***-**** (Res.) *********@*******.*** (E-mail)
Corporate attorney with expertise in corporate governance, corporate
secretary function and regulatory compliance, including federal securities
laws and the NYSE rules. Provide legal counsel on commercial contracts and
agreements, transactions and general corporate matters. Superior
communicator in both written and verbal formats.
Board of Directors C-Suite agenda Corporate Governance
interaction
Counsel on M&A & Business Securities Exchange Act of New York Stock Exchange Rules
1934 Managerial Experience
Transactions Securities Act of 1933
Contract Negotiation
PROFESSIONAL EXPERIENCE
UST Inc., Stamford, CT (acquired by Altria Group, Inc., Richmond, VA)
2005-2009
Senior Corporate Counsel
Provided legal advice and guidance to senior and mid-level management on
federal securities laws, corporate governance, Sarbanes-Oxley compliance
and general corporate matters. Assisted Corporate Secretary in the
preparation of board and board committee minutes, agendas, resolutions,
charters, written consents, presentations and other supporting materials
for board packets. Maintained subsidiary corporate books, including
minutes, written consents and secretary certificates. Served as secretary
of the Audit Committee as well as the CEO's Finance and Disclosure
committees. Drafted and reviewed reports filed with the SEC under the '34
and '33 Acts, including Form 10Ks, 10Qs, 8Ks, S-8s, S-3s and proxy
statements. Responsible for directors and executive officers filings.
Supervised paralegal and legal administrative staff.
. Attended Board and board committee meetings and drafted minutes.
. Instituted rigor around compliance with SEC and NYSE rules to
eliminate late filings.
. Mastered the preparation of annual proxy statements to ensure
compliance with the SEC.
. Managed legal aspects of Annual Meeting of Stockholders and
successfully implemented notice and access for 2008 proxy season and
reduced printing and mailing costs by 50%.
. Assisted Finance and Treasury Departments in $300,000,000 5.75% Senior
Notes due 2018 Debt Offering; oversaw the activities of outside
counsel in the review and drafting of documentation, including SEC
filings.
. Assisted Finance and Treasury Departments in $300,000,000 5-Year
Revolving Credit Facility and $200,000,000 Bridge Credit Agreement;
managed outside counsel and negotiated the credit agreements and other
documentation.
. Managed relationships with company transfer agent, Broadridge and
proxy solicitor. Negotiated a reduced transfer agent fee by 30%.
Blyth, Inc., Greenwich, CT
2000-2005
Associate General Counsel & Assistant Secretary
Provided legal guidance and support to senior and mid-level management of
Blyth and its subsidiaries on day-to-day commercial transactions, general
corporate matters, corporate governance issues and SEC and NYSE compliance.
Assisted Corporate Secretary in preparation of board and board committee
minutes, agendas, resolutions, charters, written consents, presentations
and other supporting materials for board packets. Served as secretary of
the Disclosure Committee. Drafted and reviewed reports filed with the SEC
under the '34 and '33 Acts, including Form 10Ks, 10Qs, 8Ks, S-8s, S-3s and
proxy statements. Drafted and reviewed various commercial contracts and
agreements, loan agreements, licenses, confidentiality agreements and real
estate leases, including lease amendments, renewals and equipment leases.
Served as focal point for litigation matters with outside counsel.
. Managed legal aspects of Annual Meeting of Stockholders.
. Assisted Tax and Finance Departments in corporate reorganizations and
restructurings and drafted all legal documentation achieving corporate
tax savings.
. Managed relationship with company transfer agent and proxy solicitor.
. Oversaw outside counsel during mergers, acquisitions and dispositions
of U.S. and foreign companies. Also managed general corporate matters
with outside counsel in foreign countries.
. Managed outside counsel in employee matters, including separation
agreements and discrimination claims.
. Supervised paralegal and legal support staff on various projects,
including the preparation and filing of Forms 3, 4, 5 and 144 for
directors and executive officers, and long-term and stock option
administration.
LORNA R. SIMMS
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Rosenman & Colin, New York, NY
1998-1999
Associate, Corporate Department
Represented public companies, privately-held companies, and broker-dealers
in mergers and acquisitions, tender offers, private placements of debt and
equity securities, and secured lending transactions. Drafted merger
agreements, security agreements, loan agreements, asset and stock purchase
agreements, non-competition and confidentiality agreements, opinions, and
various closing certificates and documents. Prepared reports and filings
under the '34 Act, including Form 10Ks, 10Qs, and proxy statements.
Eaton & Van Winkle, New York, NY
1994-1996
Associate, Business & Corporate Finance Group
Represented privately-held companies in mergers and acquisitions and
private placements of debt and equity securities, as well as financial
institutions in commercial and acquisition lending transactions.
Negotiated and drafted merger agreements, asset and stock purchase
agreements, warrants, employment agreements, registration rights
agreements, revolving credit agreements, loan extension amendments,
stockholders' agreements, partnership agreements, escrow deposit
agreements, opinions, and closing certificates. Handled general corporate
matters, including charters, bylaws, resolutions, and documentation for
formations and dissolutions of corporations, limited liability companies
and partnerships.
Brown & Wood (now Sidley Austin Brown & Wood), New York, NY
1989-1994
Associate, Public Finance and Corporate Departments
Served as Bond Counsel to State authorities and local governments in New
York, Virginia, North Carolina, Tennessee, and Florida in both competitive
and negotiated sales of tax-exempt general obligation bonds and notes and
tax-exempt and taxable revenue bonds. Drafted and reviewed documents for
current and advance refundings, pooled financing techniques, lease-revenue
structures, and capital appreciation bonds, including master trust
indentures for hospital systems, trust agreements, loan agreements, escrow
deposit agreements, certificates of participation, and various closing
certificates and opinions. Also served as Underwriters' Counsel and
Purchasers' Counsel.
EDUCATIONAL CREDENTIALS
Juris Doctor, New York University School of Law, New York, NY
Staff, "Review of Law and Social Change."
Student Representative (1 of 3 students chosen) on Admissions Committee.
Bachelor of Arts in Economics and International Relations, Boston
University, Boston, MA
Cum Laude. Dean's List. Dean's Citation.
BAR MEMBERSHIPS & AFFILIATIONS
Admitted in New York and District of Columbia
Society of Corporate Secretaries and Governance Professionals
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