David Hennessey, Page *

DAVID HENNESSEY

* ************ **** ******, *********** 06035

860-***-**** acvkdf@r.postjobfree.com www.linkedin.com/in/djhennessey

SUMMARY

Perceptive, insightful and performance-driven CORPORATE ATTORNEY, GENERAL COUNSEL,

STRATEGIST and LEADER with broad experience in fast-paced international manufacturing,

media and digital businesses.

BUSINESS AND PROFESSIONAL EXPERIENCE

VALASSIS COMMUNICATIONS, INC., Windsor, Connecticut

Vice President, Deputy General Counsel, 2008-2015

Responsible for legal matters for $2.5 Billion NYSE company and subsidiaries, which in 2014 was acquired and

taken private by Harland Clarke Holdings Corp. Provided forward-looking legal and business consultation, guidance,

strategy and leadership for Valassis and its subsidiaries. Principal legal advisor and lodestar for executive team,

sales, supply management, operations, client support, finance, marketing, real estate, IT, environmental and

compliance. Provided counsel and leadership for employment and labor matters, including defense of employment

related claims and litigation. Conducted copyright, patent, and trademark pursuit, maintenance, licensing, and

enforcement as well as prevention, defense and resolution of IP infringement claims. Provided guidance, direction

and support for M&A. Selected and managed outside attorneys and related costs, including management of complex

commercial and IP litigation. Managed Valassis legal department staff. Served as Asst. Secretary for Valassis and

subsidiaries; responsible for Board of Directors committee duties. Consistently achieved lean legal department

budget.

Refined and trained Valassis legal team in collaborative approach to support functional areas and

management in order to provide inventive business advice, ideas, and recommendations to best achieve

company goals.

Led cross-functional team to design, develop and implement a systematic and effective contract review and

approval process, and effective contract and license formats, to permit unified sales across Valassis and

subsidiary product and service silos, and which enhanced effective performance across those silos for over

15,000 clients each with annual revenue of up to $150 Million, and contract commitments of up to $500

Million.

Led continual refinement and roll out of base agreements and licenses (sales, supply management, software

and technology, consulting, data, non-disclosure, non-compete, employment, dispute settlement, release,

etc.), as well as review and approval processes for each.

Regularly and proactively revised and rolled out base commercial agreements for Valassis and subsidiaries

to adapt to changes and trends in laws and regulations, and business needs.

Provided forward-looking and effective strategy, advice and client-facing negotiation support for all client,

supplier and business partner relationships to produce optimal results with controlled, compliant risk.

Led a cross-functional team in development, rollout, monitoring, and continuous evolution of company

review program to eliminate IP infringement risks, as well as programs to aid in IP compliance by functional

areas.

Instrumental in the development of $50Million Valassis digital (on-line) business (email, web-page display

and mobile) including risk analysis; supplier selection, standards and performance measurement; client

contract formats; digital product development; use controls for information and data; and privacy structure

and statements.

Defended and successfully resolved significant commercial, employment, and intellectual property claims

and litigation, including defense of multimillion dollar commercial litigation.

Successfully defended and resolved multimillion dollar patent troll claim.

Proactively addressed, negotiated and beneficially resolved issues with various states regulators and

Attorneys General.

Supported, then successfully led wind-down of, $10Million international Point of Sale software development

and licensing subsidiary.

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Principal negotiator for significant agreements and partnering arrangements for new and evolving product

and service lines.

Advised and guided creation, roll-out and implementation of integrated compliance standards and education,

and supported internal audit.

Supported legal matters for company affiliation of independent media companies that permits expanded

reach to consumers.

Co-managed wind-down and closure of CT production facility, including productive and cost effective

negotiation with employee union resulting in achieved savings of approx. $200K against plan.

Post-HCHC acquisition, guided integration of HCHC and Valassis business functions, processes and

controls.

ADVO, INC., Windsor, Connecticut

Vice President, General Counsel, 2007-2008

Responsible for all legal matters for $1.5 Billion NYSE company and subsidiaries acquired by Valassis in 2007:

commercial relationships, employment, IT, operations, client support, finance, IP, marketing, compliance, government

relations, real estate and environmental. Served as corporate Secretary for ADVO Board of Directors and for

subsidiaries. Managed lean legal staff and legal department budget. Selected, and productively and cost-effectively

managed, outside attorneys and litigation.

Championed post-acquisition changes and integration of ADVO into Valassis.

Refined and rolled out new methods for review and approval of commercial agreements and licenses, and

for effectively implementing them for all existing and new products and services.

Provided effective on-demand strategy, advice and negotiation support for all client and supplier

relationships to produce optimal results.

Advised and guided creation, roll-out and implementation of compliance standards and education, and

supported internal audit reviews.

Defended and successfully resolved significant commercial and employment claims and litigation.

Supported legal matters for company affiliation of independent media companies that permits expanded

reach to consumers.

Provided effective guidance and forward-looking support for subsidiaries, including franchise subsidiary and

its franchisees.

ADVO, INC., Windsor, Connecticut

Vice President, Associate General Counsel, 1997-2007

Assistant General Counsel, 1989-1997

Responsible for providing legal advice, consultation and leadership to executives and all levels of management for

$1.5 Billion NYSE company and subsidiaries, including support and leadership of M&A, and employment/labor, and

IP. Principal legal support for sales, supply management, government relations, real estate, intellectual property and

IT. Responsible for oversight of corporate compliance and compliance audits. Served as Asst. Secretary for ADVO

Board of Directors, and Secretary for subsidiaries. Selected and managed outside attorneys and tightly controlled

fees. Managed lean legal department and insurance function staffs and budgets.

Refined and rolled out new methods for review and approval of agreements and licenses (sales, supply

management, software and technology, consulting, data, non-disclosure, non-compete, employment,

severance, settlement, release), and for effectively implementing them.

Regularly and proactively revised and rolled out base commercial agreements for ADVO and subsidiaries to

adapt to changes and trends in laws and regulations, and business needs.

Proactively addressed, negotiated and beneficially resolved issues and consumer complaints with various

states regulators and Attorneys General.

Successfully negotiated $112Million software development agreement.

Instrumental in negotiation, diligence and close of $1.5Billion acquisition of ADVO by Valassis.

Provided significant support for acquisition by ADVO of three multimillion dollar companies, and provided

principal legal support for divestiture of a multimillion dollar subsidiary.

Formed and provided critical support to building and operating a commercial retail subsidiary.

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Defended significant commercial, employment and IP claims and litigation, and managed outside attorneys

and tightly controlled related costs.

Provided effective guidance and collaborative support for subsidiaries, including franchise subsidiary and its

franchisees.

Built and managed ADVO risk management and insurance functions with approx. $5Million annual budget.

First year reduced annual insurance and broker costs by more than $150K. Kaizen improvements over time

netted additional annual savings of approx. $500K.

ADVO, INC., Windsor, Connecticut

Staff Counsel, 1987-1989

Consulted, advised and supported executive management, field management and operations with day-to-day legal

and business issues. Responsible for principal legal support of sales, supply management, real estate, and

marketing. Managed ongoing commercial litigation, including selecting and managing outside lawyers, and directing

case strategy.

UNITED TECHNOLOGIES CORPORATION, Windsor Locks, Connecticut

Contract Management, Space Systems and GSE, 1980-1987

Progressed through positions of increasing responsibility and leadership in Contract Management group, which

reported to Division Counsel. Responsible for successfully negotiating multimillion dollar government and commercial

contracts, for detailed oversight of contract performance and for maintaining productive client relationships and

communication. Managed lean staff.

EDUCATION

RPI, Hartford Campus, Hartford, Connecticut, M.B.A., Management, 1984

ALBANY LAW SCHOOL OF UNION UNIVERSITY, Albany, New York, J.D., Law, 1980

CLARKSON UNIVERSITY, Potsdam, New York, B.S., Humanities, 1977

BAR ADMISSION

Connecticut

AFFILIATIONS

Connecticut Bar Association

American Bar Association

ABA Section on Business Law

Association of Corporate Counsel

COMPUTER SKILLS

Microsoft, Apple, Web-based Systems

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