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Real Estate Power Plant

Location:
New Albany, OH, 43054
Posted:
March 09, 2010

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Resume:

Kimberly A. Danosi, Esquire

** ************ ( New Albany, Ohio 43054

*******@***.*** / *******@*******.**.***/www.linkedin.com/in/kimberlydanosi

614-***-****

Summary

Versatile and broadly-trained attorney with successful record of providing

effective corporate counsel and legal support to senior management on a

wide variety of legal issues. Possess current knowledge of profession and

demonstrate skills in all areas of negotiation with tradition of

consistently overcoming contentious issues to achieve successful solution.

Competencies

Contract Negotiations Wholesale Power Contracts Appellate Briefs

Contract Drafting Dividend Reinvestment Plans Strategic Alliances

Relationship Building Troubleshooting & Problem Securities Filings

Mergers / Acquisitions Solving Cost/Benefit Analyses

Strategic Business Planning Regulatory Hearings

Financial Statements State & Federal Regulatory Transmission Agreements

Writing & Editing Matters

Project Planning & Analysis

Practice

State of Ohio Attorney General's Office (www.ohioattorneygeneral.gov) -

Columbus, OH

Comprised of 250 - 275 attorneys working in sections that involve specific

specialties.

Assistant Attorney General, Public Utilities Section (2000 - 2002)

Hired from >60 applicants as one of nine attorneys working in Public

Utilities Section which represented Public Utilities Commission in

multimillion dollar issues involving telecommunications, electricity,

natural gas, motor carrier transportation, railroads, and water. Also

represented Ohio Power Siting Board, which maintained responsibility for

reviewing/approving plans/plants for new energy facilities/natural gas

pipelines.

After negotiating with local attorneys, utility company attorneys, Public

Utilities Commission staff, and fellow departmental attorneys regarding

proposed power plant, gas pipeline, and/or power storage facility projects,

coordinated public hearings, placed proper notifications in local

newspapers, procured/coordinated relevant environmental impact information,

wrote proposals for Utilities Commission, conducted hearings before

administrative law judges, and wrote proposed Orders (often >30 pages).

Diverse duties included evaluating rate cases and drafting contractual

provisions, preparing written legal summaries, participating in hearings

before administrative law judges, interviewing/preparing expert witnesses,

drafting appellate briefs for Ohio Supreme Court and preparing settlement

documents for electric, natural gas, and telecommunication rate matters,

writing opinions based on Public Utility Commission decisions, drafting

entire proposals and findings for new Ohio plants/pipelines, preparing

numerous contracts for provisions of utilities, and

corresponding/negotiating with other state AG offices and state/federal

regulatory agencies.

Significant Achievements:

. Wrote/submitted numerous high-level appellate briefs to Supreme

Court of Ohio supporting Commission's decisions (after thoroughly

researching relevant issues and complying with strict

guidelines/timelines).

. Provided both historical and new Ohio utility law interpretations

based on particular facts and applicable state laws (after

examining prior interpretations).

. Prevailed in bankruptcy court arguing that telecoms filing for

bankruptcy should give 90 days' termination notices (as per

original certificates) and should not be permitted to modify

contracts to 30 days' notice (argument based on original licenses'

supremacy and attendant hardships to businesses).

. Independently developed several "siting" certificate cases for

power plants or gas pipelines requesting permission to build

within state boundaries by coordinating information from other

state agencies, AG's office's environmental law section, utility

attorneys, and internal staff.

. Successfully argued Ohio Public Utilities Commission's position

before bankruptcy courts in ~30 cases involving telecom companies.

. Enabled natural gas company to continue in business and ensured

uninterrupted customer supply by facilitating very rapid emergency

rate increase implementation.

. Supported (and argued for) PUC's position on numerous rate

negotiation matters (usually involving millions of dollars) by

identifying relevant statutory requirements and negotiating

solutions with Ohio utilities.

. Directed power siting matters by gathering/interpreting requests

for new facilities, interpreting data to determine if State needed

additional energy resources, consolidating environmental impact

data, and ensuring compliance with Ohio law.

. Led negotiations that brought at least five power siting matters

to successful completion.

Progress Energy Inc. (www.progress-energy.com) - Raleigh, NC

Investor-owned electric utility company resulting from merger between

Carolina Power & Light and Florida Progress Energy. Served 3.1 million

residential/commercial customers, employed 3,500, and yielded ~$4 billion

annually (at time).

Assistant General Counsel (1990 - 1992)

As one of 17 in-house attorneys, assisted General Counsel with regulatory,

securities/finance, corporate, contracts, board of directors, and general

corporate matters, and dealt with NC/SC utilities commissions requesting

rate changes, authority to issue bonds, certificates of approval for

proposed actions, approval for joint ventures with other electric

suppliers, and basic notifications required by state law. Worked with

Federal Energy Regulatory Commission on wholesale purchase and sale of

power to other entities and transmission line matters.

Together with treasurer's office, prepared required filings with SEC and

worked closely with relevant corporate departments to collect necessary

information, verify all matters for accuracy, prepare reports, and explain

critical documents to board, senior management and general counsel. After

researching law, counseled management regarding corporate rights,

shareholder rights, director/officer liability issues and insurance, and

responded to Board inquiries on insider trading laws, reporting laws re:

directors' ownership interests, and general procedural issues.

Significant Achievements:

. Developed/implemented dividend reinvestment plan in coordination

with finance, treasury, and shareholder relations departments, SEC

attorneys, outside counsel, senior management, and Board.

. Analyzed acquisition opportunities (including subsidiary

arrangements) from regulatory, corporate, and financial

perspective and counseled senior management regarding feasibility.

. Obtained approval for bylaw amendments and compliance with state

statutes with respect to business matters by working closely with

Secretary of State's office.

. Negotiated/drafted extensive variety of contracts (worth tens of

millions of dollars) relating to purchase/sale of capacity and

energy, transmission rights, fuel contracts, and settlement

agreements.

. Teamed with finance/treasury departments to conduct cost/benefit

analyses regarding partnering with other entities.

. Honored with award for avoiding at least $5 million/year in

increased taxes and other long-term costs from proposed annexation

of company-owned real estate by negotiating with municipality to

provide community services in lieu of annexation.

Blue Cross & Blue Shield of Michigan (www.bcbsm.com) - Detroit, MI

Large non-profit corporation providing health insurance solely in Michigan.

Licensee of national BCBS Association.

Assistant Director of Legal Department (1985 - 1987)

Shared responsibility with three other attorneys for all subsidiary company

legal matters. Researched statutory law, tax law, and insurance law and

negotiated, structured, and drafted joint venture agreements, contracts for

business sales/mergers, and health care provider contracts. Also directed

retirement plan contributions, asset purchase/sale agreements, offshore

reinsurance, HMOs, PPOs, real estate purchases/sales, consolidations, and

pension plan contributions.

Dealt with all information inquiries/requests from Secretary of State for

both parent company and all subsidiaries, handled IRS issues re: unrelated

business income tax and consolidated taxes, and counseled/advised Board re:

allowable ownership of subsidiaries as well as questions regarding

fiduciary duties, consulting arrangements, and officer/director liability

issues.

Significant Achievements:

. Played instrumental role in forming new HMO owned by BCBS - Blue

Care Network - by drafting, negotiating, and implementing

agreements with partner physicians, hospitals, and pharmacies.

. Protected Company's trademark Blue Cross and Blue Shield logo from

dilution by aggressively pursuing cease and desist orders against

companies using similar symbols.

. Fast-track promoted after just few months with bcbsm based on hard

work, organization, quick grasp of issues, innovative solutions,

organization, and people skills.

. Commended for innovative solution that enabled BCBSM to keep some

real estate (despite mandate to divest) by transferring real

estate to company retirement plan.

. Chosen to review financial impact of sales of company assets,

contributions to company retirement plans, purchase of assets, and

joint ventures (as legal department's only attorney with financial

expertise).

. Personally planned, negotiated, and directed formation and start

up of extremely successful, wholly owned HMO.

. Enabled both hospital and BCBSM to better control health care

costs by developing and implementing HMOs and PPOs and by

proposing successful joint business venture with local hospital,

healthcare providers, and medical equipment companies

Private Law Practice:

Law firms in Detroit, MI and Raleigh, NC (1982 - 1990)

Academic

Michigan State University College of Law - East Lansing, MI

J.D., cum laude

University of Michigan - Ann Arbor, MI

B.A., with Honors

Admissions (all currently inactive)

American Bar Association

Ohio Bar Association

Michigan Bar Association

North Carolina Bar Association

Community Service

Columbus School for Girls

Member, Board of Trustees

Co-President, Mothers' Association

29 Wiveliscombe ( New Albany, OH 43054 ( *******@***.*** /

*******@*******.**.*** 614-***-****



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