Kimberly A. Danosi, Esquire
** ************ ( New Albany, Ohio 43054
*******@***.*** / *******@*******.**.***/www.linkedin.com/in/kimberlydanosi
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-***-****