Real Estate Management

Roy Toulan

Email: *********@********.***

Address: * ********* ******, ***** **

City: Gloucester

State: MA

Zip: 01930

Country: USA

Phone: 978-***-****

Skill Level: Director

Salary Range: 150

Primary Skills/Experience:

See Resume

Educational Background:

See Resume

Job History / Details:

ROY D. TOULAN, JR.

5 Blackburn Center Suite 14 * Gloucester, Massachusetts 01930

978-***-****; 978-***-**** (Cell) *********@********.***

Seasoned attorney with significant in house experience as General Counsel and highly trusted senior management leader for public and private companies. Excel at team-building and productive management in the resolution of routine, complex and un-chartered issues. Adept at advising in all areas of business operations and securities law, financial reporting issues, regulatory compliance, corporate governance, internal controls best practices and preparing transactional and operational agreements. Trained mediator; served as ombuds for two public companies.

* Managed and supervised legal and business affairs of affiliated companies doing business in the US, China; UK (as a Director), Middle East and Mexico, as General Counsel for US public parent company.

* Negotiated, drafted and managed national distribution contract with the largest non-alcoholic beverage distributor in the United States, representing potential 300% increase in revenues for a food development public company; IP licensing agreements; transactional and operational agreements; managed IP portfolio.

* Enhanced SEC reporting accountability and stabilized financial standing through proactive management of reporting, compliance procedures and reorganization of internal control and reporting responsibilities.

* Saved an aggregate $6 million for two public companies based upon careful analysis and contract interpretation of existing financing instruments.

* Negotiated, drafted and managed in excess of $200 million in private placement financing for public and non-public companies in the United States and US parent companies of European and Pacific Rim subsidiaries.

PROFESSIONAL EXPERIENCE

Corporate Legal Solutions, Rockport, Massachusetts * Fall 2007 to present

Consultant, providing outsourced general counsel legal services to public and private companies. From January 2008 to March 2010, served as General Counsel for South Texas Oil Company.

Alternative Mediation Solutions Rockport, Massachusetts * 2010 to present

Appropriate for both business and personal dispute resolution, AMS provides constructive conflict resolution by facilitating alternative structures, timetables and party dynamics, in lieu of traditional litigation processes.

South Texas Oil Company, San Antonio, Texas * January 2008 to March 2010

General Counsel and Corporate Secretary for this Nasdaq listed oil and natural gas production, exploration and development company. Provided sole in house legal services in all aspects of operations, financing and strategies.

Bravo! Brands Inc., North Palm Beach, Florida * 2002-2007

SVP, General Counsel and Corporate Secretary for public company that developed, marketed and distributed nutritious flavored milk products, primarily for children, in the US, UK, China, Mexico and the Middle East.

Stibel & Toulan, LLP, Boston, Massachusetts * 1997-2002

Founding Partner / Attorney. Functioned, on an outsourced basis, as General Counsel for Bravo! Brands Inc., from 1997 through 2002. Concentration in securities, real estate development and general corporate matters.

Phillips & Associates, P.C., Boston, Massachusetts * 1990-1997

Of Counsel. General business practice, general securities law, private placements and real estate development.

Toulan & Howland, P.C., Wilmington, Massachusetts * 1981-1990

Founding Partner / Attorney. Concentration in general corporate matters, securities, real estate and banking law.

Brown, Rudnick, Freed & Gesmer Boston, Massachusetts * 1976-1981

Senior Associate. Lead litigator for general business, corporate, securities, construction and employment law issues.

Casey, Lane & Mittendorf, New York City * 1970-1976

Associate. Litigator for general business, corporate, securities, anti-trust, construction and insurance fraud cases.

EDUCATION/ADMISSIONS/COMMUNITY

* JD, Columbus School of Law, Catholic University of America (1970), Washington, DC

* AB, Providence College (1967), Providence, Rhode Island

* Admitted to practice in New York (1971) and Massachusetts (1977)

* Trained Mediator in accordance with M.G.L. ch 233, sec 23C

* Gloucester MA Zoning Board of Appeals (10 years)

* Volunteer Open Door (Community Meals), Gloucester MA

PROFESSIONAL OPERATIONAL AND FINANCIAL HIGHLIGHTS

South Texas Oil Company, San Antonio, Texas 2008-2010

An independent oil and natural gas company engaged in the acquisition, production, exploration and development of oil and natural gas, primarily in Texas, Louisiana and the Gulf Coast, having estimated total proved oil and natural gas reserves of approximately 5.1 million barrels of oil equivalent (MMBoe).

General Counsel and Corporate Secretary.

Sole in house legal counsel: negotiation and creation of operational contracts, including minerals leases, vendor agreements, Joint Operating Agreements, royalty agreements, insurance matters, employment/equity agreements and general real estate matters; '33 Act and '34 Act filings and compliance; developed and implemented corporate governance policies and practices; internal controls supervision; drafting and final approval of all financing documents; Nasdaq listing and regulatory compliance; served as ombuds for internal matters; managed outside counsel concerning securities and financing transactions and litigation.

Also:

* Member of Senior Management Team

* Guided and advised Directors in a successful and efficient wholesale change of its management, to better position the company for external growth or sale.

* Advised, guided management, negotiated and implemented the shedding of non-producing assets of a public oil & gas company and the restructuring $26 million in debt, to better position the company for growth or sale; prepared and managed resulting SEC and Nasdaq compliance and reporting.

* As Court appointed Special Counsel, guided the company and four affiliated companies through a successful structured Bankruptcy Chapter 11, Section 363 asset sale.

Bravo! Brands Inc., North Palm Beach, Florida * 2002-2007

Developed, marketed and distributed nutritious flavored milk products, primarily for children, sold under the brand names Slammers and Bravo! and third party co-branding under license agreements with Masterfoods (Mars), General Foods, Marvel Comics and Warner Bros.

Senior Vice President, General Counsel and Corporate Secretary

With VP Operations and CFO, spearheaded daily operations, strategic planning and implementation to restructure Company's business, financing and capitalization, including contract renegotiation with suppliers, distributors, manufacturers and IP licensors. Collaborated with Marketing Dept. to strategize new product development, with final approval of FDA product labeling compliance, advertising copy, and press releases.

Sole in house legal counsel, with authority to act on behalf of the Company in matters including: operations, real estate matters '33 Act and '34 Act filings and compliance; development and implementation of corporate governance policies and practices; internal controls supervision; final approval of financing documents; public listing compliance; state regulatory compliance; development and implementation of Incident Response Protocol, as well as Intellectual Property portfolio; employment issues and compliance with state and federal regulations. Served as ombuds for internal matters and designated liaison with SEC; managed outside counsel concerning securities and financing transactions, intellectual property issues and litigation.

Also:

* Member of Senior Management Team.

* Enhanced SEC reporting accountability through proactive management of reporting processes, compliance procedures and reorganization of internal control and financial reporting responsibilities.

* Stabilized financial standing through first-person management of 9-month SEC review of financial reporting of embedded derivatives in company's financing instruments from 2001 forward. Negotiated a limitation of restatements to 2004 and 2005, incorporating summaries of prior years, and cleared all SEC comments.

* Managed and supervised legal and business affairs, including production, supply chain and distribution, of affiliated companies doing business in the US, China; UK (as a Director), Middle East and Mexico, as General Counsel for this parent public US food branding and marketing company.

* Managed and negotiated private financing of over $150M.

* Secured "first to market" product advantage through creation and implementation of strategies to capture available production capacity for technologically advanced branded milk products.

* Optimized and protected branding opportunities through development and management of creation of an extensive intellectual property trademark portfolio.

* Improved operations through creation of a comprehensive and highly praised Incident Response Protocol, as well as serving as primary contact for incident responses.

* Developed and implemented Company privacy policies for interactive online sales website.

Stibel & Toulan, LLP, Boston, Massachusetts * 1997-2002

General business practice including corporate, securities, real estate and civil litigation.

Founding Partner / Attorney

Primary concentration in areas of real estate, securities and general corporate practice and, including representation of commercial and residential real estate developers, corporate organization and financing, private placements and limited public offerings;

Also:

* Negotiated, drafted, reviewed and managed: commercial real estate leases, financing for commercial developments and residential sub-divisions, title opinions to support financing and insurance, planning board presentations under sub-division control laws, zoning presentations for variances and special permits.

* Managed and negotiated over $25M in private placements for mezzanine financing and seed monies to start up companies.

* Developed expertise as a United States securities law consultant for Pacific Rim companies seeking presence in U.S. equity markets.

* Successfully defended 2 multi-million dollar lawsuits, both alleging piercing of corporate veil and civil RICO violations, and sought as a consultant for civil RICO matters.

In addition, prior experience in real estate transactions, construction contact litigation and leasing, representing a major developer/builder of commercial office space in NYC, and real estate developers of subdivisions, shopping centers and warehouse/R&D properties in the Wilmington - Lowell MA area.

Contact this candidate