PROFILE
A multi-faceted Corporate Financial Services Attorney with a comprehensive and in-depth knowledge of U.S. securities laws, banking laws, corporate governance, corporate compliance, and broker-dealer regulations including Dodd Frank, Volcker and the JOBS Act. Experienced transactional\ attorney with experience drafting various corporate lending, master service, and non-disclosure agreements. Trusted advisor with experience preparing for regulatory examinations. Independent multi-disciplinary team leader with the ability to multi-task and prioritize team and individual projects.
EXPERIENCE
AXIOM LAW, New York, New York
Supervising Counsel 2017-Present
Supervision / Training: Leads and trains a team of paralegals in the review of commercial transactions and corporate trusts up to $1B, creating playbooks and policies that balance risk mitigation with commercial objectives. Provided legal support for tri-party legal team
Securities Agreements: Negotiating lender, borrower, and intermediary agreements including Global Master Securities Lending Agreements, Global Master Repurchase Agreements, and Control Agreements
Product Development: Working with regulatory agencies including the OCC and internal bank compliance to develop new financial products.
Business Modeling: Collaborating with financial analysts, from inception through launch, to develop predictive business models that use target marketing aimed at high net worth clients while ensuring Regulation B, Regulation P, and Regulation Z compliance.
Project Mergers & Acquisitions Counsel 2016–2017
Regulatory Compliance: Ensured regulatory compliance and notice requirements for Federal Reserve Bank, the European Commission, Depository Trust Corporation, the US Citizenship and Immigration Services, and National Association of Insurance Companies merger requirements by the year-end deadline.
Credit Facilities: Reviewed bilateral and syndicated credit facilities, worked closely with General Counsel and Credit Risk Department to renegotiate to negotiate terms of legacy and the release of collateral.
Legal Supervision: Managed outside counsel and legal staff for the duration of the project.
Corporate Law: Negotiated vendor and IT services agreements, drafted non-disclosure agreements, drafted Assignment and Assumption agreements.
WORLD BUSINESS LENDERS, LLC, New York, New York
Associate General Counsel 2014- 2016
Islamic Finance Transactions: Prepared master Murabahah agreements for transactions up to $18M. Prepares a Shariah compliant Musharakahs (equity based financing agreements) for business investment accounting for operational, liquidity, and credit risk.
Mergers and Acquisitions: Draft and negotiate asset purchase agreements (APA) up to $20M for asset acquisitions of independent sales organizations.
Corporate Governance: Planned Board of Managers meetings, draft board minutes, maintain board books, and draft both charter documents and resolutions. Prepared internal policies and procedures (Processes and Procedures, Code of Conduct, Ethics, etc.).
Credit Facilities: Drafted, negotiate, and reviews credit agreements, security agreements, inter-creditor agreements and both senior and subordinated debt instruments. Structured, negotiated and/or documented syndicated, single-lender asset-based, and other secured loans (including loans secured by inventory, accounts receivable, vehicles, equipment, trademarks, securities, and life insurance).
Employee Compensation and Benefits: Evaluated qualified investment plans, presented to Board of Managers, and maintained company’s 401(k) and profit-sharing records. Maintained all shareholder subscription agreements records. Drafted executive compensation agreements including the allocation of member units.
Financial Regulations: Drafted policies and procedures for Sales and Customer Service team regarding data protection for clients meeting the requirements of Regulation P. Drafted internal policies and client disclosures ensuring compliance with Regulation B and Regulation Z. Familiarity with Bank Secrecy Act and Anti-Money Laundering Regulations. Developed a Suspicious Activity Report disclosure and reporting protocol for Credit Risk Team.
DENTONS, LLP, New York, New York
Capital Markets Extern 2013 – 2014
Securitization: Advised Capital Markets group of legal and compliance reviews for asset backed securities transactions including review of changes in federal, state, and local laws and regulations affecting the servicing business.
Financial Regulations: Researched and drafted an internal legal memorandum for Capital Markets group detailing the recent regulatory changes regarding securitization under Dodd-Frank, Volcker, Regulation Z, the Home Mortgage Disclosure Act, Regulation AB, the Trust Indenture Act of 1939, and risk retention rules for both the United States and European Union.
SEC Filings: Responsible for the accurate and timely filing of all reports required by the SEC, including Form 8K, Form 10, Form 10-SB, Form 10-Q, Form 10-K, Form 13-G, Form 13-D, Form S-1, Form S-11, Form SB-1, Form ADV, Form ARS, Form D, Form 144, Form 11-K, and Schedule 14C.
BNP PARIBAS INVESTMENT PARTNERS, New York, New York
Legal and Compliance Extern 2013 – 2014
Corporate Living Will: Managed the General Resolution Plan (“Living Will”) of BNP Paribas including a risk review of BNP Paribas’ assets required for an orderly liquidation, responded to “First Day Letters” and managed the regulatory examination process.
Fund Formation: Reviewed and drafted fund/transaction documents and side letters; coordinated legal and regulatory diligence; reviewed KYC requests; completed of subscription agreements; facilitated and managed the closing process. Drafted private placement memoranda, governing documents, subscription agreements and side letters. Managed subscription/closing process. Managed post-closing items, including Form D filings, MFN process, LPA amendments.
Cross Border Transactions: Prepared a money laundering investigation memorandum, analyzed terrorist financing, credit card fraud, identity theft, and other criminal activity involving BNP Paribas clients, potential clients, and vendors making recommendations on the escalation of unusual/suspicious activity to Financial Intelligence Unit.
Compliance: Analyzed, drafted, and modified firm compliance policies and procedures to reflect changes in financial regulations. Researched and performed the legal analysis of BNP Paribas clients for adherence to Dodd-Frank and EMIR compliance.
Investment Company Act: Advised investment management clients regarding compliance with Investment Company Act of 1940, Investment Advisers Act of 1940 and Securities Act of 1933, including drafting and negotiating advisory and sub-advisory agreements, reviewing marketing and product materials for 1940 Act compliance, and completing and updating Form ADV.
YOUNG LAWYERS GROUP, New York, New York
Attorney 2012 – 2013
Start-Up Representation: Reviewed business plans, drafted financing documents, provided corporate tax planning and tax return preparation, and performed extensive due diligence in connection with the provision of legal services for start-up companies.
Corporate Finance: Prepared private placement memoranda, governing documents, subscription agreements, and side letters.
HURON CONSULTING GROUP, Miramar, Florida
Electronic Discovery Consultant 2011 – 2012
E-Discovery: Reviewed e-discovery documents for large complex litigations, including making determinations on relevance for discovery, attorney-client privilege, and coding documents into discreet groups including non-disclosure of privileged documents.
NEW YORK STATE OFFICE OF THE ATTORNEY GENERAL, New York, New York
Real Estate Finance Bureau, Summer Intern 2008 - 2008
Real Estate Offering Approvals: Reviewed real estate prospectuses and offering plans for complaints with disclosure rules, and reviewed securities issuance transactions for violations of the Martin Act and State Blue Sky Securities laws.
ERNST AND YOUNG, Lyndhurst, New Jersey
Global Information Security Project Manager 2005 – 2006
Global Project Management: Developed and documented a multi-year strategic global enterprise technology compliance roadmap based on business need for over 100 countries while tracking global compliance.
Process Development & Implementation: Created business requirements documents to define gain agreement with project stakeholders and to communicate to a technical solutions provider of a business solution to customer needs.
EDUCATION
NEW YORK LAW SCHOOL, New York, New York
Masters of Laws in Financial Services Law, May 2016
BOSTON UNIVERSITY, Boston, Massachusetts
Masters of Laws in Taxation, May 2014
SYRACUSE UNIVERSITY COLLEGE OF LAW, Syracuse, New York
Juris Doctor, May 2009
CORNELL UNIVERSITY – JOHNSON GRADUATE SCHOOL OF MANAGEMENT, Ithaca, New York
Master of Business Administration in Management, May 2006
UNIVERSITY OF MARYLAND – UNIVERSITY COLLEGE, Adelphi, Maryland
Bachelor of Science in Business Administration, May 2004
BAR ADMISSIONS
New York (2012) New Jersey (2011)