Sales Real Estate
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STEPHEN KELLY
Phoenix, Arizona 85048
Office and Fax: 602-***-****
Residence: 602-***-****
E-mail: *******@*********.***
Accomplished corporate attorney and business executive with solid credentials and richly diverse background. Experience includes in-house corporate, business and contract management and private practice. Excellent legal skills and judgment combined with practical business experience serve to enhance effectiveness. A quick, confident decision-maker and leader who works well in any corporate organization.
AREAS OF PRIOR EXPERIENCE AND TRAINING
Trial Work/Arbitration/Mediation
Litigation Management
Insurance Coverage and Disputes
Commercial Contract Negotiations
Mergers and Acquisitions
Federal Contracts (FARs & DFARs)
UCC Articles 2 & 9
Product Sales/Distribution Contracts
International Agreements
Employment Law (ADA & EEOC)
Technology Licensing &
Real Estate Leasing & Sales
Software Development Agreements
Computer Law
SEC and NASDAQ Compliance
Corporate Board Governance
PROFESSIONAL EXPERIENCE
1998
CONSYGEN, INC
.
Tempe, Arizona
Software company providing Year 2000 code and platform migration conversion services.
Executive Vice President and Director
Recruited from Motorola to actively manage small public company with the President & CEO. Organizational responsibilities include management of general legal, contracts, human resources and all corporate administration. Member of Board of Directors. Among accomplishments, successfully negotiated purchase of corporate headquarters building and instrumental in positioning company on the NASDAQ Small Cap Market from the OTC Bulletin Board. Prepared all working commercial contract forms for the business. Working with CFO and outside counsel on private placements, SEC regulatory compliance, stock registrations, 10K, annual report to shareholders and proxy preparation.
1996
- 1998MOTOROLA COMPUTER GROUP
Tempe, Arizona
Major systems manufacturer and OEM technical and embedded board computer company which designs, manufactures, services and sells worldwide a full range of Power PC and Intel based systems and products.
Group Counsel/Group Contracts
Originally, group corporate counsel for this major computer manufacturing company which is part of Motorola Inc. Initially hired in to set up this company's legal department on site, but transitioned to lead group contracts organization. Joined company to primarily support substantial effort to transition company as a major Mac clone systems provider in the marketplace and support other new product launches and company acquisitions. Primary duties initially focused upon major contractual/licensing relationships this business unit had with Apple, Bull, Microsoft and other top computer industry players. Further diverse responsibilities involved substantial commercial contract work, preparing major supplier and procurement related agreements, negotiating real estate facility leases, teaming to support corporate business acquisitions and leading both a Group Year 2000 team and a team formed to resolve a variety of business challenges surrounding independent contractors and consultants.
1992
- 1995DATAPOINT CORPORATION
San Antonio, Texas and Paris France
U.S. and European based computer networking/communications company which designs, manufactures and markets diverse computer networking, telephony and videoconferencing product line through subsidiaries and distributors around the world.
Senior Attorney
Senior lawyer reporting to V.P. and General Counsel. Functioned as division counsel to company's North American business operations with periodic legal support provided to European & Asian subsidiaries. Also provided primary support to U.S. sales unit marketing to federal government.
Diverse general duties included reviewing, drafting and negotiating all forms of direct end-user sales, distribution, VAR, OEM and strategic alliance agreements related to product lines. Prepared or reviewed software licenses and escrows, consulting contracts and outside manufacturing or product development agreements. Worked with marketing department and reviewed product literature, advertisements and training material. Negotiated real property and asset sales along with necessary field office, manufacturing and warehouse facility lease agreements. Assisted finance organization with account collections, audit support and the preparation of stock option agreements. Advised management and worked with both general and outside counsel concerning indemnification trusts, subordinated debentures, line of credit facility, SEC regulatory compliance, annual report to shareholders and proxy preparation. Teamed with Human Resources to manage employment & labor issues, claims and lawsuits (EEOC, ADA compliance, wrongful discharge defense, severance agreements).
Assisted & supported general counsel with Board of Directors' responsibilities, shareholder relations and duties as corporate secretary. Worked with risk management department on corporate insurance claims and coverage issues. Managed outside counsel, and personally handled a varied caseload of complex shareholder and other civil litigation. Served also as counsel and corporate officer to joint venture company with Electronic Data Systems (E.D.S.).
1987
- 1992FUJITSU BUSINESS COMMUNICATION SYSTEMS
Phoenix, Arizona
Major Japanese telecommunications company which designs, markets, distributes and services sophisticated PBX voice/data switching equipment. Formerly was Fujitsu-GTE joint venture company.
Associate General Counsel
Left private practice to successfully organize, budget for and set-up first in-house legal department for newly formed $120M joint venture company. Managed small legal staff in Phoenix after Fujitsu GTE joint venture terminated. Team member in negotiations on GTE buy-out and merger into Fujitsu subsidiary. Served as both Secretary and later Assistant Secretary to the corporation.
Major areas of substantive responsibility included the negotiation and drafting of complex agreements in connection with general company procurement, component or systems sourcing, end user product sales, VAR/OEM and distribution agreements, telephone equipment installation & maintenance, labor subcontracting and software licensing. Supervised review of all major bids and proposals of the corporation. Managed outside counsel, lowered departmental legal costs, and handled a caseload of litigation and arbitration/mediation matters. Provided legal & business advice and performed other services with regard to credit and collection efforts, company benefit plans, employment disputes (EEOC complaints, workers' compensation etc.) and contract/subcontract administration. Worked with facility department to negotiate property leases for company sales and service offices. Performed trademark searches and reviewed marketing advertisements, literature and press releases. Advised management and sales relative to federal government RFPs, putting products on GSA Schedule, and FCC regulatory affairs governing product line.
1981
- 1987RABKIN, LARSON AND KELLY and STEPHEN KELLY, P.C
. (Private Law Practice)
Phoenix, Arizona
Attorney at Law
Civil and criminal trial attorney. Concentrated focus in all aspects of litigation and motion practice, primarily in state court: Domestic relations, bankruptcy, criminal defense, personal injury, business and commercial litigation. Jury and bench trial experience. Focused exclusively in plaintiff's personal injury and business law for two years. Litigated cases for eventual trial or arbitration. Managed own private practice for several years.
PROFESSIONAL AFFILIATIONS
Licensed to practice: Arizona, 1981; Illinois, 1980
Member State Bar of Arizona
Contributing Author :"Going To Trial" - Published by American Bar Association
EDUCATION
Juris Doctor
(J.D.), 1980
Drake University Law School,
Des Moines, Iowa
Bachelor of Arts,
Political Science, 1976 - Graduated with Highest Honors (GPA: 3.85/4.0)
Eastern Illinois University, Charleston, Illinois
Keywords:
in-house counsel; corporate attorney; corporate counsel; staff counsel; commercial contracts; contracts professional; software licenses; software development agreements; technology transfer; business law; internet; trademarks; computer law; law department administration; federal contracts; FARs; arbitration; mediation; trials; M&A; mergers and acquisitions; joint ventures; finance documents; private placements; contracts; contracts professional; contract drafting; contract negotiations; human resources; employment law; EEOC; labor law; ADA; litigation; litigation management; outside counsel management; distribution agreements; VAR; OEM; VAR agreements; OEM agreements; international agreements; international contracts; cross border transactions; technology transfer; land; real estate; real estate leasing; commercial real estate; manufacturing agreements; purchasing agreements; releases; settlement agreements; consulting; consulting agreements; consultant agreements; independent contractors; corporate secretary; board of directors; corporate governance; corporate resolutions; UCC; Article 2; Article 9; secured transactions; collateral; security; financing; debentures; SEC; FTC; DFARs; Nasdaq; Section 16; Section 16 reporting; 10K; proxy; stock registrations; S-1; S-3; 10Q; annual reports; regulatory compliance; Year 2000; hardware agreements; sourcing; systems; telecommunications; computer; application software; computer industry; wrongful discharge; discovery; depositions; interrogatories; motions; legal research; product agreements; supplier; procurement; procurement agreements; strategic alliance; teaming; teaming agreements; master agreements; advertising; marketing; end user; stock; stock options; stock option agreements; directors and officers; indemnification; insurance; insurance coverage; risk management; networking; software escrow; asset sales; line of credit; civil litigation; credit; credit and collections; credit facility; collections; D&O; D&O insurance; liability insurance; maintenance agreements; warranties; EEO; export; import; import and export; claims; audit; stockholder derivative action; stockholder derivative litigation; service agreements; service contracts; policies and procedures; compliance; compliance activity; corporate secretary; subcontracts; contract administration; press releases; trademark searches; RFP; RFPs; proposal preparation; GSA Schedule; personal injury; products liability; insurance coverage; third party manufacturing; third party distribution; tiered distribution; shrinkwrap licenses
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