Attorney - Legal Counsel - Regulatory Compliance - Risk Management

CAROL I. FOX-FREEMAN, J.D., Esq.

**** ****** **. ********* *** Attorney at Law 713-***-****

Bellaire, TX 77401 832-***-**** ***********@*******.***

PROFILE & SUMMARY OF QUALIFICATIONS

Extensive in-house counsel and law firm experience serving both the private and public sector in a wide variety of disciplines, encompassing transactional, litigation and contract law, regulatory compliance, governmental administrative law, and all forms of settlement negotiations including mediation/ alternate dispute resolution. Able to serve the legal needs of a corporate and business in-house legal department, law firms, government entities or public interest organizations offering hands-on experience and excellent client rapport. Innovative in approach to problem solving in diverse areas of the law including employment & labor, real estate, energy, finance, environmental, insurance, information technology & cybersecurity, healthcare and privacy, state and federal agency, county and municipal governmental affairs, compliance and administration, investigations, audits and dealing with regulatory authorities in FCPA, FDCPA, FCRA, NLRB, EEOC, OSHA, EPA, PUC & FERC, TCEQ, HIPAA, PPACA, ERISA compliance, Texas Attorney General Public Information and Open Meetings Acts matters, legal developments regulating ethical business regarding medical companies, hospitals and healthcare professionals, third-party insurance payors, creditor rights, property and medical/casualty claims; employer/ employee relations, workers compensation, collections and UCC/ banking standards and principles. Communicates effectively and works as an integral member of the legal counsel and compliance team entrusted by upper management and administration to perform guidance to manage regulatory risk and compliance, preserve and invoke all legal rights and privileges and to ensure that client organization goals remain aligned with the ever ongoing changing legal and regulatory environment that affects its legal liabilities.

Regulatory Compliance & Risk Management, Internal & Governmental Audits and Investigations

Litigation-Dispute Resolution-Appeals

Government Entity Representation/Public Law: Federal-State-County-Municipal Governmental Regulatory Administrative Agency

Financial Asset Management, Banking, UCC, Bankruptcy, Trusts, Estates & Probate

Insurance/Workers Compensation/ Personal Injury

Labor & Employment/ Employee -Labor Relations/ EEO/Employer Benefits/ ERISA

Intellectual Property-Protections & Enforcement –TRIPS & Licensure Agreements-Audits

General Creditors Rights, Collections and Reimbursements

Real Estate, Construction & Land Development

General Business & Corporate Law

Transactional Management & Negotiation

Commercial Contracts/Collective Bargaining

Early Case Assessment-Litigation-Dispute Resolution

Global Corporate Ethics & Compliance

Global Energy Regulation & Risk Management

E-Discovery Data Security

Information Technology & Cyber Security

Insurance/Claims/Workers Compensation

Health Law-Privacy Law

International Law & Immigration

Environmental Law & Toxic Torts

Energy/ Maritime

Public Works & Utilities

PROFESSIONAL EXPERIENCE

AMI Consultants, Houston Texas 2005-present

Outside Legal Counsel and Compliance Officer representation

Provides representation in corporate and business transactional, legal and development matters, federal and state regulatory and compliance, ethics and risk management, business and commercial contracts, labor & employments, real estate, HSE/ industrial injuries related liabilities, workers compensation and billing matters, indemnity insurance, and third party administration antitrust, data security and storage oversight, technology, environmental and Toxic Torts, managed care, third party payor, and non-profit/tax-exempt issues.

Advisor and principal legal counsel for a domestic and global regions business encompassing a wide range of legal issues, business transactional and commercial matters: HR/EEO management/ERISA, Employer Benefits, Labor & Employment, Labor Relations, Collective Bargaining, Workers Compensation, regulatory compliance and ethics impacting general policies and procedures, IP protections and security, E&P and HSE matters, title and leases, litigation and dispute resolution, contracts negotiation and review, negotiating terms and conditions, working through insurance issues, negotiating letters of credit or guarantees, working through indemnity and warranty issues, master service agreements, IP agreements, registration and licensing matters, non-disclosure agreements, consulting and agency agreements, trade and international vendor agreements, e-commerce, concession agreements and real estate, acquisitions, divestitures, corporate and business organization and reorganizations and international joint ventures.

Provides analysis of business, financial, and legal risks, mitigation strategies for transactions, e-discovery, data security, employment and labor, business accounts debt collections, reimbursements, contracts. due diligence, letters of credit or guarantees, indemnity, non-compete, intellectual property and warranty issues, regulatory matters, insurance and managed care products, and corporate/ commercial law matters impacted by ERISA, payroll and tax withholding, employer/ executive benefits, unemployment insurance, health insurance, retirement and 401k plans.

Collaborate in the design and control and to the management of strategic implementation of the QMS, coordinating in its continual compliance improvement, including interpreting regulations to develop compliant processes which ensure for individual’s safety, are pragmatic and meet the needs of the business in addition to identifying and focusing prioritizing the its strategic implementation in order satisfying the correct regulatory authorities standards.

Provide counsel to committees, audit programs and examinations and lead in internal and external audits.

Manage the analysis and documentation and provide an assessment of the impact of changes in the regulatory compliance laws, rules and procedures and report and assist in developing the compliance training schedule incorporating results of compliance risk assessments

Conducting Early Case Analysis, including e-discovery and litigation hold management, at the inception of litigation, regulatory audits and investigations, bringing much of that work in-house to better monitor and control, manage costs, and improve outcomes.

Advises on regulatory compliance, corporate governance, ethics and due diligence oversight in insurance, security regulations and laws, healthcare, hospital and managed care federal and state regulatory laws: PPACA, HIPAA/ HITECH and state privacy laws, ERISA, FMLA, Anti-Kickback Stark, Fraud and Abuse, EMTALA, Medicare/ Medicaid, Meaningful Use, COBRA, Internal Revenue Code, Insurance Laws, EPA, FDA, USDA regulatory framework, the FCPA (Foreign Corrupt Practices Act), UK Bribery Act, Dodd-Frank Act, FERC, EPA.

Review, analysis, drafting and negotiating complex agreements in data management, storage and security, software licensing, non-disclosure, telecommunications, network access, data and application hosting, mobile application development, website development, and vender and consulting services.

Provide consulting and procurement services based on demonstrated experience with and knowledge of IT industry and associated legal issues involving encryption, cyber security, copyright, export controls, internet service providers, telecommunication, and data privacy and compliance programs (anti-trust, anti-corruption), particularly involving open source software, cloud computing, mobile devices (BYOD), mobile app development, virtualization, VOIP, social media, and MPLS.

Particular to representing healthcare providers: provide analysis regarding management, risk and regulatory compliance, reviewing, researching, preparing business propositions and negotiating confidentiality, memorandums of understanding, non-disclosure, non-compete, and severance, leasing and joint venture agreements, general commercial contracts. Oversight of the life of the executed agreements. Formations of ACO’s (Accountable Care Organizations). Conduct all phases of disputes in Tort or Contract from early case analysis, to negotiation of settlements, litigation and appeals. Counsel on labor, employment and benefits matters including litigation, arbitration, mediation, grievances, unfair labor practices, workers’ compensation, and general administrative claims and investigations by the EEOC, NLRB and OSHA.

Ross, Banks, May, Cron and Cavin, P.C., Houston, Texas 2010 – 2011

Outside Counsel- law firm providing general business and governmental law representation

Practice focus on counseling and representation of local governmental bodies and private companies in areas of municipal law, federal and state administrative law, transactional, civil litigation, pre and post judgment matters, employer/employee relations, workers compensation, risk management, real estate, immigration, records retention, general commercial contracts, Texas Attorney General Public Information Act and Open Records Act laws and administration, financing industrial and 4B development corporations and filings with the Secretary of State, alcohol and beverage regulation, IRS matters, environmental and water conservation, utilities, local government land planning and development, municipal charter and local ordinances, county-municipal Interlocal Agreements, copyright and Fair Use, Code of Criminal Procedure, law enforcement and local government Civil Service Commission Act and Labor and Collective Bargaining Agreement matters, creditor-debtor litigation and collections, construction defects and insurance claims.

Monitor and advise management and project teams of legal developments and trends including relevant administrative and judicial decisions, and changes in relevant statutes or regulations.

Represent and counsel governmental bodies in ongoing public information requests to the Texas Attorney General’s Office and to Federal Agencies for rulings on raised exceptions to public disclosure of information contending to be confidential under constitutional, statutory and judicial decisions, and all related matters in accordance with the Texas Public Information Act.

Negotiated and resolved post-judgment litigation settlement and default judgment orders in favor of the client.

Review, analyze, prepare, and negotiate contracts including Collective Bargaining Agreements, and Interlocal agreements between County and Municipal Governments, developers, third party vendors and subcontractors. Initiate dialog and establish contacts and relationships to ensure successful resolution going forward.

Ongoing in depth research and analysis conducted on issues of first impression in connection with municipal government moratoriums and developer vested rights and financing concerning land development, planning and zoning, eminent domain, regulatory compliance, collections, public utility, PUC & FERC as it relates to the State Public Utility Commission, environmental matters, water rights and conservation controversies, municipal general law and home-rule jurisdictional powers, elections, ordinances, charter amendments, statutory and constitutional preemptions, utilities and transportation management and risk management.

Represent client in various governmental agency administrative hearings concerning NLRA, FLSA and EEOC investigations: FMLA, ADA, ADEA, retaliation, harassment and Title VII discrimination charges and unemployment benefits appeals, and employee termination litigation. In depth research and preparation of position paper and supporting documentation in response to charges based on law and fact. Responses to agency investigations and audits, regulatory compliance and risk management.

County Attorney’s Office-Office of Michael Stafford, Houston Texas 1999-2005

Assistant County Attorney

Concentration in Transactional & Administrative Law, Regulatory Compliance, Health Law and Family Law as an assistant in-house legal counsel and working with outside legal counsel to two government hospitals and outpatient medical clinics, faculty and staff of two schools of medicine and affiliates. This encompassed a broad range of legal issues, medical/legal ethics and the legal implications of administrative policy decisions with a concentration on Transactional/ Contracts, Government, Real Estate & Property Law, Employment and Labor Law, Workers Compensation, Collections including Third-Party Managed Care, Medicare and Medicaid, ERISA, FMLA and statutory insurance & hospital lien reimbursements, HIPAA, Medical Malpractice, Medical Ethics, Hospital Peer Review, Open Records and Open Meeting rules, Administrative Law, Revenue Collection, State and Federal Regulatory Compliance, Insurance Law, Civil Litigation, Dispute Resolution/Mediation, UCC, Federal and State Banking Law, and Estate and Probate Law, Oversight of Financial Administration of Employee Benefits Plans which include the following:

Provided assistance and counsel to high-level administration, senior management, medical staff, faculty, affiliates, and outside counsel over a wide range areas of legal specialties, and developing and implementing appropriate responsive strategies and solutions. Drafting legal responses, affidavits, position statements and briefs. Maintained working knowledge of the range of applicable laws and regulations impacting all facets of client’s policy and operations

First Chair on numerous Child Protective Services (CPS) cases in connection with emergency removals, adversary, status and permanency hearings regarding custody, parental rights, voluntary and non-voluntary terminations to parental rights, child support, visitation, paternity testing, psychological testing, drug assessment or testing, physical examinations, discovery, or other orders needed to protect the child, facilitate the child’s return, or find optimum placement for a child. Trial practice from inception, through discovery, expert witness reports, witness preparation, to early settlement, mediation, trial, and appeals.

Facilitated and negotiated successful solutions between the medical provider and federal and Texas healthcare and insurance regulatory agencies, insurance industry and plan administrators, including employer self-funded ERISA

plans, through written and verbal communications regarding high-dollar claims.

Successful in the collection of payments to the medical provider from previously denied third-party claims – personally booking over 3 million dollars in collections from HMO, ERISA plans, and statutory hospital liens that attached to third-party settlements. Successfully bypassed long litigation by summarily winning summary judgment against multiple defendants, and mediated pre-trial settlements.

Successful in HMO contractual dispute that led to recovering $750,000 in unpaid claims.

Negotiated and settled final disposition of transportation, property and personal injury claims under the Texas Torts Claims Act, secured collection on debts due from the decedent’s last illness through probate and estate settlements, and negotiated instrument disputes governed by Texas UCC. Prepared and drafted and/or reviewed and approved final settlement releases.

Provided ongoing assistance and counsel to senior management on legal risks and exposures to litigation regarding claims relevant to evolving labor and employment laws, including Title VII, FLSA, ADA, FMLA, ADEA with collaboration on filed claims with outside counsel on case by case basis.

Review and preparation of contracts and addendums in connection with healthcare provider managed care contracts, clinical and physician group contracts/agreements, purchasing agreements and vendor goods.

Served as legal advisor to internal committees on 401K employee benefit plans, legal medical ethics, and domestic violence.

Analyzed and appraised situations in accordance with the client’s goals, priorities and objectives as to resolving matters through litigation or by negotiating or mediating a settlement. Drafted trial and pre-trial pleadings: all motions including motions to dismiss, summary judgments, interventions, pleadings, briefs, written discovery requests and answers, depositions, performed all legal research in preparation of documents.

Provided assistance and counsel regarding regulatory compliance and risk management, organizational governance and healthcare business practices as it relates to federal and state healthcare regulations, Hospital Medical Committee Peer Review, HIPAA and the Texas Medical Records Privacy Act, Medicare and Medicaid services (CMS), state regulated health maintenance organizations (i.e. contract law and prompt pay legislation), employer self-funded benefit plans (ERISA plans), EMTALA, JCAHO (Joint Commission on Accreditation of Healthcare Organizations) compliance, Federal Stark and Fraud and Abuse regulations, Medical Ethics and Federal and State Collection laws.

Provided review, analysis, and written summaries of applicable proposed and final regulatory federal and state statutes, administrative regulations and rulings, developing case law and judicial precedent impacting the client’s policies, procedures, operations, management, contractual obligations and affiliations, medical malpractice, wrongful termination, hospital staff bylaws, hospital privileges, malicious credentialing, peer review, false claim (qui tam) actions, Medicare, Medicaid and private insurance reimbursements, legal malpractice and fiduciary duty, premises liability, breach of contract.

Law Offices of Carol Freeman & Associates, Houston, Texas 1998-1999

Principal Shareholder; Business & Commercial Law; Certified NFL Contract Advisor

Established and operated a general law practice providing representation in Business, Contracts, Labor and Employment; Texas Workers Compensation, Real Estate, Immigration, Personal Injury, Administrative Law; Immigration, Insurance and Insurance Defense; Environmental, Regulatory Compliance, Natural Resources; Intellectual Property: Copyright, Trademarks, Trade Secrets; Admiralty and Maritime Law; Dispute Resolution and Mediation; Probate Matters: Wills, Trusts, Estates and Financial Planning, Guardianships.

Hirsch, Robinson, Sheiness and Glover, P.C., Houston, Texas. 1996-1998

Associate Attorney-Business & Commercial Litigation specializing in Insurance Defense

Practice in general civil litigation primarily in insurance defense: medical and legal malpractice, Texas Workers Compensation, Real Estate, Immigration. Prepared and drafted trial and pre-trial pleadings: all motions including motions to dismiss, summary judgments, original and amended petitions, written discovery requests and answers, depositions, represented client in administrative law hearings, performed all legal research in preparation of documents.

Buskop Law Group, Houston, Texas. 1995-1996

Associate Attorney- Intellectual Property

Provided review and preparation of Intellectual Property matters: trademark, copyright and licensing agreements and documents, research support to technology companies, international growth business enterprises, as well as the investment banks and venture capital firms.

EDUCATION / ADMISSIONS / MEMBERSHIPS / CERTIFICATIONS

J.D. with Honors, South Texas College of Law, Houston, TX

Judicial Clerkship with the Honorable Lynn N Hughes, United States Court District Court for the Southern District of Texas

Law Clerkship with the Department of Justice, U.S. Attorney’s Office - Southern District of Texas

Research Assistant to Professor Charles Wiegel in Torts and Legal Medicine & Ethics

South Texas College of Law Criminal Trial Advocacy

Civil Mock Trial & Moot Court

Post Graduate Studies: Accounting & Business Law, College of DuPage, Glen Ellyn, IL

B.F.A with Highest Honors, University of Illinois, Champaign-Urbana, IL

James Scholar

Illinois State Scholar for outstanding Academic Achievement

Alpha Lambda Delta Academic Society-honors for academic excellence

Admitted to practice in the State of Texas, 1995, and the U.S. District Court Southern District of Texas/ Bankruptcy Court, 1998.

State Bar of Texas

Houston Bar Association (HBA)

American Bar Association

Texas Trial Lawyers Association

Society of Corporate Compliance and Ethics

WEN-Women’s Energy Network

Texas Municipal League

National Association of Professional Women

Maintained CAF number (The Centralized Authorization File (CAF) allows power of attorney authorized on a IRS Form 2848) designee to represent clients to go before the IRS on certain designated matters

Certified Guardian Ad Litem for the Probate Courts, 1996-1998, 1998-2000

Certified Mediation Training, 1996- Houston Bar Association

Certified as a NFL contract advisor

PRO-BONO LEGAL SERVICES / ACADEMIC & COMMUNITY ACTIVITIES

Serving on HBA Committees: Interpersonal Relations, Law & Media; Interpersonal Relations, Physicians (IDEA program); Partners in Peer Mediation

HVLP - Houston Volunteer Lawyers Program, Inc.

TALA-Texas Accountants and Lawyers for the Arts Committee Member

Serving on Judicial Panel for South Texas College of Law National Trial Competition & Mock Trial Competitions

Serving on Judicial panel for ABA Regional Negotiation Competition-The Frank Evans Center for Conflict Resolution

Special Olympics volunteer

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