New York-based senior business counsel

Peter R. Vogelsang

** **** **** ****** ***** **

New York NY 10011

917-***-****; ***********@*****.***

EXPERIENCE

Senior Counsel, New York, NY (January, 2012 - Present)

• The Alberleen Group, New York NY. Advice to growing investment bank (April 2013 –

present).

• Arsenal Security Group, McLean VA. Sale of company to a subsidiary of Robert Half

International (closed in May and October, 2012; post-closing matters).

• Evercore Partners, New York, NY. Review and revise compliance policies and standard forms

(May – August, 2012).

• HollerHoot, Inc. Advice to start-up mobile phone app company (April, 2013 – present).

• VIDRIO Financial, Inc. and FOCUS Financial Group, New York, NY. Prepare and negotiate

agreements for information technology company (August, 2012 – present).

Moelis & Company, New York NY (July, 2008 – December, 2011) Managing Director,

General Counsel and Chief Compliance Officer

• Advise on all aspects of investment banking and private equity business during period of

growth from 120 to 600 headcount and 4 US to 10 global offices.

• Build and manage legal and compliance function comprising 9 heads.

• Manage outside counsel and regulatory relationships, regulatory inquiries, audits and litigation;

monitor proposed “carried interest” legislation and lobby for changes.

• CCO of US broker dealer and registered investment advisor. Oversee non-US broker/dealer

licenses and all compliance policies and procedures, annual testing, review, and certifications.

• Prepare and negotiate employment and equity documents for 80+ Managing Directors; advise

on employee benefits and employment terms and disputes.

• Initiate and manage global trademark program.

• Management, New Business Review and Capital Markets Commitment Committee member.

• Draft and negotiate engagement letters, NDAs, fairness opinions, operating agreements,

policies and procedures and succession planning documents. Develop synthetic equity structures

for UK and Australia partners.

• Significant transactions include:

Acquisition of Gracie Credit, a $2+ billion AUM credit long/short hedge fund;

Joint venture with Sydney, AU-based investment banking executives;

Acquisition of Hong Kong boutique advisor;

Conversion of holding company from LLC to LP; and

Investments by Moelis Capital Partners investment program, a $700 million committed

private equity fund and $1.2 billion co-investment program.

Morgan Stanley, New York, NY (1990 – 2008) Managing Director (2000-2008); Principal

(1996–2000); Vice President (1993–1996)

• Co-head counsel to Investment Banking Division, Western Hemisphere (2004-2008); counsel

to Investment Banking Division (1990-1993); Merchant Banking Division (1993-2004); Prince’s

Gate Investors (2000-2008); Morgan Stanley Trust Company (1993); Morgan Stanley

Infrastructure Fund (2005-2007). Principal internal attorney for private equity-related deferred

profit-sharing plans KEPER, SEIP and OIP (1999-2008).

• As counsel to Investment Banking Division:

Draft and negotiate NDAs, engagement letters, fairness opinions and merger proxy

disclosure;

Advise on conflicts involving engagements, merchant banking transactions, capital

markets assignments and sales/trading activities;

Advise general partner of Prince's Gate Investors on SEC registration, compliance

policies and procedures, fund administration, and investments/dispositions.

• As counsel to Merchant Banking Division: Principal attorney advising on all aspects of private

equity business:

fundraising, investor relations and reporting;

SEC registration, preparation of compliance policies and procedures, annual review and

periodic SEC audits;

investment diligence, negotiation and execution;

monitor conflicts within MBD (e.g. fund vs. fund) and with global full-service financial

services firm;

monitor portfolio company financings and other related-party transactions;

M&A and IPO transactions, secondary offerings and distributions in-kind.

• As counsel to Morgan Stanley: Merger with Dean Witter, Discover; sale of Discover Direct on-

line brokerage to Bank of Montreal-Harris Direct; spin-out of Merchant Banking Division into

Metalmark Capital; acquisition of Berra Capital; $5 billion convertible financing with China

Investment Corporation; alternative investment employee deferred compensation plans.

Cahill Gordon & Reindel, New York, NY (1987 – 1990) Associate

• Transactional practice covering financings, public and private merger, acquisition and LBO

transactions, IPOs, debt and secondary equity offerings, fund formation and litigation support.

• Clients included Drexel Burnham Lambert, Donaldson Lufkin & Jenrette, Bankers Trust,

Colgate Palmolive, Contel Cellular, Morgan Stanley and Public Service of New Mexico.

EDUCATION

Columbia University School of Law, New York NY. J.D., 1987

Tufts University, Medford Mass. B.A. magna cum laude, 1984

QUALIFICATIONS / LICENCES

Admitted in the State of New York. FINRA series 7 (general securities) and 24 (supervisor).

References available on request

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