Leanna M. Ajour
720-***-**** (cell) aboijp@r.postjobfree.com 17045 Hastings Ave Parker,
CO 80134
LEGAL EXPERIENCE
Messner & Reeves, LLC, Denver, CO May 2010 - October 2012
Corporate (Finance & Securities) Associate; Summer Associate
GENERAL JOB DUTIES
Regular correspondence and collaboration with attorney colleagues, industry
professionals of NYSE, SEC, Australian Securities Exchange (ASX), and
high-level management of corporate clients in connection with transactions.
Draft client updates and articles regarding legal developments in corporate
and corporate finance law, such as the removal of the general solicitation
ban and allowance of crowdfunding as an exemption to the Securities Act of
1933 registration requirements through the Jumpstart Our Business Start Ups
(JOBS) Act.
MERGERS & ACQUISITIONS
Drafted and negotiated Securities Purchase Agreement and ancillary documents
for a merger with $40 million purchase price in connection with
representation of oil and gas company traded on the Australian Stock
Exchange divesting its wholly owned subsidiary to a U.S. NYSE-traded oil and
gas company.
Advised private company with its reverse merger into a public shell listed
on the OTCBB and assisted with due diligence review in connection with same.
Represented a private company in the $17 million purchase of membership
interests in a Texas LLC.
Advised special committee in connection with a potential conflict of
interest arising out of a proposed merger between publicly traded companies.
Review and analysis of NYSE, NASDAQ, and ASX listing rules in connection
with M&A deals.
SECURITIES TRANSACTIONS & FILINGS AND PRIVATE EQUITY OFFERINGS
Worked with private equity firm clients in the structuring of new funds,
including real estate funds, and in the development and management of their
portfolios through acquisitions and sales.
Prepared PPM for a $7 million equity offering for a fast-casual expanding
restaurant chain.
Prepared PPM for a Colorado gourmet grocery store to provide funding for a
second store.
Assisted in preparation of Form S-3 shelf registration for NASDAQ listed
entity.
Advised a publicly traded company in the private issuance of $3.5 million in
common stock and preparation of subsequent Form S-1 registration statement.
Assisted in representation of international, NYSE-traded, $10.8 billion
dollar market cap restaurant chain with various Exchange Act reports (e.g.
Form 10-K, Form 10-Q, Form 8-K, Definitive and Preliminary Proxy Statements,
and Forms 4 and 5).
GENERAL CORPORATE
Advised client, a major information technology service provider listed on
the NASDAQ, in the renegotiation of ITO outsourcing agreements aggregating
$150 million; including drafting and negotiating master service agreements,
license agreements, and statements of work.
Represented a publicly traded oil and gas company in the negotiation of an
amendment to a $20 million promissory note.
Advised company regarding factors related to necessity of registration as a
broker under the Investment Advisors Act of 1940, particularly in relation
to transaction based compensation.
Converted a Delaware corporation into a Colorado limited liability company.
Drafted and negotiated various corporate documents for an array of
businesses from emerging entities to Fortune 500 companies, to include
operating agreements, board of director and shareholder consents, secretary
certificates, voting agreements, shareholder agreements, promissory notes,
and the like.
Assisted emerging non-profit entity in filing and obtaining tax-exempt
status with the Internal Revenue Service.
Drafted and negotiated various contracts, including veterinary supply
contracts for international NASDAQ-listed company with $47 million market
cap, $1.2 million armored car cash service agreement for restaurant chain,
and $1.5 million dollar advertising placement agreement with internet and
smartphone multi-media organization.
Researched and prepared client memoranda regarding fiduciary duties,
compliance under NYSE rules, and related corporate governance issues.
Lockheed Martin, Littleton, CO January 2010
- May 2010
Corporate Apprentice
. Draft memorandum regarding various contract issues.
. Review and redline government contracts.
. Conduct legal research regarding various issues under and preparation
of presentation regarding the Foreign Corrupt Practices Act.
EDUCATION
University of Denver Sturm College of Law, Denver, CO
J.D., May 2011
Colorado Bar Admission, October 2011; California Bar Applicant, February
2013
Honors:
. Order of St. Ives: Legal honorary society recognizing
graduating students ranked in the top 10%;
. Scholastic Excellence Awards (highest grade) in Civil
Procedure and Intellectual Property
Scholarships:
. Timothy P. Schimberg Diversity
. Sturm College of Law Academic Merit
. Albert & Rosalie Brenman Family
. Martin H. Shore
. Viola Vestal Coulter Foundation/Howard E. Parks Scholarships
Activities:
. ABA National Appellate Advocacy Travelling Team
. Student Trial Lawyers Association Mock Trial Competitor
. Business Law Society
University of Denver, Denver, CO
B.A. in Criminology, Political Science Minor, May 2008
GPA: 3.92 (magna cum laude)
Honors: Phi Beta Kappa; Dean's List; Pi Sigma Alpha Political
Science Honors
Society; Alpha Kappa Delta Honors Society; International
Sociology Honors Society
Transfer: University of Colorado at Colorado Springs; GPA: 4.0 (2004
- 2005)
ADDITIONAL EXPERIENCE
Columbine Signing Services, Denver CO
June 2006 - December 2009
Receptionist/Legal Secretary
. Conduct research and compliance under RESPA and Open Records Act,
including knowledge and familiarity with HUD Settlement Statements,
Truth in Lending and Colorado Tangible Net Benefit Disclosures,
etcetera.
. Loan presentations for an array of real estate transactions, including
home refinances and fractional ownership purchases in vacation
properties.
. Answer phones; transcribe reports for attorneys; assist clientele.
Colorado State Representative Jeanne Labuda, Denver, CO January 2006
- June 2006
Legislative Intern
. Conducted research and drafted summaries of legislation associated
with Veteran's Affairs/Judiciary Committee.
. Honors: Received 'Sincere Commendations' Award from House Speaker
Romanoff; Marsico Internship Recipient.
The Scribe (Student Newspaper), Colorado Springs August 2004 - March 2005
Feature Stories/Political & Sports Beat Reporter
. Conduct interviews; research University, local, and global politics;
draft articles for publication within specified deadlines and word
limitations; regular editing of newspaper articles and advertisements.
BAR ASSOCIATION & COMMUNITY INVOLVEMENT
American Bar Association
. Business Law Section Committees: LGBT; M&A Two-Step Auction; M&A
Private Equity Committee; M&A Dictionary Committee; Model Stock
Purchase Agreement Revisions; International M&A; Governance Issues in
Business Combinations; Mergers & Acquisitions; Private Equity and
Venture Capital Committee: Securitization & Structured Finance
. Current Projects: Drafting/revising Model Tender Offer Publication;
Review/revision of M&A Terms for M&A Dictionary Publication
Community
. Volunteer, Rocky Mountain Micro Finance 2010 - Present;
. Whitehouse Project 2007 - Present
. Volunteer, Pioneer Partners January 2006 - June 2006
OTHER
. Language Skills: Fluency in English, proficiency in Spanish; basic
Arabic
. Background: Middle Eastern/Native American; dual Jordanian/American
citizen