Corporate Counsel, General Counsel, Attorney

EXECUTIVE SUMMARY

Associate General Counsel, successful track record of advising board of directors, CEOs and CFOs during new product launches, marketing and advertising initiatives and day to day operations. Experience building and managing highly complex projects and implementation of commercial agreements. Industry background includes technology, e-commerce, startups and regulatory compliance.

CORE COMPETENCIES

Contract Negotiation & Drafting

Marketing & Advertising Law

Cost Savings Management

Licensing & Intellectual Property

Copyright & Trademark Law

Consumer Protection Counseling

Regulatory Compliance

Human Resources Law

Executive Leadership

LICENSES

Washington Bar Association, #50857

Florida Bar Association, #47829

Washington Notary Public

PROFESSIONAL EXPERIENCE

Associate General Counsel/Corporate Counsel 12/2014 – Present

Ominto, Inc. - Publicly traded eCommerce company. Bellevue, WA

Orchestrated corporate reorganization and consolidation of six offices to one corporate headquarters.

Contract Drafting: Negotiate and draft high volume of commercial agreements in short time frames, including supply and distribution, purchasing, technology, software licensing, intellectual property, securities, marketing, employment, real estate, leasing, sales, vendor, consulting, web hosting, partnership alliances, trademark, SOWs and NDAs.

Manage Contract Implementation: Advise white- labeled affiliates on enterprise driven legal matters. Review of insertion orders and all advertising materials.

Technology Platform Launch: Strategize new product launch of global cashback platform and mobile app. Monitor operations and workflow of marketing, accounting, IT and sales to ensure timely launch, holding all stakeholders accountable.

SEC Reporting: Liaison for SEC Counsel. Assist in drafting of registration statements, proxy statements, private placement agreements, 8-Ks, 10-Ks, 10-Qs, 14-C, NASDAQ application and Reg S. Manage Edgar filing process.

Leaderships: Acting Assistant Secretary and member of executive leadership team. Responsible for preparation and distribution of board materials and minutes.

Regulatory Compliance: Maintain company compliance with FTC and FCC regulations, requiring in depth knowledge of applicable disclaimers. Responsible for drafting terms and conditions, privacy policies, FAQs and procedures to meet multi-state regulations and statutes.

Security and Privacy Compliance: Responsible for reviewing provider security procedures to ensure compliance and staying abreast of changes in technology. Monitor data security and PCI Compliance. Draft breach notifications.

Corporate Secretary and Compliance: Draft corporate formation documents for domestic and international entities (EMEA, LATAM and Asia Pacific), bylaws, articles of incorporation, articles of formation, annual filings and amendments.

Negotiate complex Agreements: Software development and payment processing agreements for cashback processing in the US and internationally - Stripe, PayPal and Paylution.

Litigation/Dispute Resolution: Direct and determine litigation and resolution strategy for commercial contract disputes. Supervise outside counsel and strategize litigation needs. Renegotiate agreements and negotiate settlement agreements. Respond to discovery requests and represent company at mediation. Respond to requests from regulatory and state agencies.

Human Resource Director: Manage Human Resource and legal needs for staff of 50. Develop and implement employment agreements, offer letters and separation agreements. Process new hire paperwork, benefit packages, unemployment claims. Conduct performance reviews and submit bonus proposals to Compensation Committee. Draft employee handbook, Interpret D&O insurance, cyber security policy, business property and EPL.

Assistant General Counsel 9/2009 – 12/2014

Glanbia PLC - Publicly traded nutritional supplement company with 3.1 billion in revenue. West Palm Beach, FL

Managed due diligence related to M&A of BSN by Glanbia in 2012 for $144M, and promoted to Assistant General Counsel for Glanbia and all subsidiary companies- BSN, Optimum Nutrition, ABB and Isopure.

Commercial Contract Management: Drafted commercial agreements including service, consulting, NDA, manufacturing, distribution, endorsement, advertising, talent and sponsorship, vendor, manufacturing, supply, image releases, representative, licensing, trademark, sales, and real estate and equipment leases.

Negotiated settlement agreements: $250k annually in savings with vendors including; Rite Aid, GNC, Vitamin Shoppe, AAFES (military), and Walgreens by assessing contracts for rebates, returns, expired and damage product allowances.

Responsible for multi-million dollar AAFES - military contract and business relationship, maximize company profitability

Marketing/Social Media: Trained employees and athletes on proper customer communications across all social media platforms. Drafted terms and conditions (T&C’s), privacy policies, communication guidelines and sweepstake rules.

Federal FDA/FTC Compliance/Regulatory Compliance: FDA, DSHEA, and FTC regulatory compliance for marketing materials, product labeling and website product descriptions. Implemented regulatory review process for advertising and product claims across all geographies, including Australia, Europe, Asia Pacific, Latin America, Middle East and Africa.

Corporate Maintenance: Corporate formation, bylaws, articles of incorporation, articles of formation and merger and closing documents for M&A and due diligence.

Executive Management: Prepared presentations for executives, including distribution and sales teams regarding anti-trust compliance, MAP Policy, FTC and advertising.

Litigation Support: Decreased outside counsel billable hours by 60% by bringing corporate maintenance, financial reporting, trademark, and human resources matters in-house. Manage outside litigation counsel.

HR Management: Trained managers on benefits and US and international employment laws.

Associate attorney 3/2008 – 9/2009

Law Offices of DJS - Real Estate firm. Team leader of seven paralegals and caseload of 3,000. Fort Lauderdale, FL Plaintiff litigation attorney for foreclosure actions. Draft pleadings, motions, answers, SOPs, affidavits and MSJs.

Associate attorney 9/2003 – 3/2008

Life Extension - Private supplement and anti-aging company with $18 million in revenue. Fort Lauderdale, FL

Regulatory Compliance Management: FDA, DSHEA, and FTC regulatory compliance of dietary supplements. Proofread monographs, product reviews, articles, advertising and product descriptions for nationally recognized magazine.

Pharmacy & Clinical Laboratory Launch: Ensured compliance with state and federal laws, including HIPAA, and licensing requirements for pharmacy and clinical trials laboratory. Drafted liability waivers.

Reorganization Leadership: Managed corporate reorganization of 54 corporations and conducted corporate internal audits.

Project leader: Responsible for annual audit and compliance with magazine mailing standards, resulted in savings over $500K.

Intellectual Property Portfolio Management: Assisted outside counsel to manage IP portfolio.

Customer Education: Drafted legislative alerts informing customers of health legislation impacting their consumer rights.

Law Clerk 3/2002 – 9/2003

Law Offices of Adorno & Yoss - South Florida’s largest minority owned law firm. Fort Lauderdale, FL

Construction litigation paralegal reporting directly to Senior Partner. Draft motions, SOWs, change orders and memorandums.

EDUCATION

Juris Doctor (J.D.) - Nova Southeastern University – specializing in transactional law

Bachelor of Science (B.S.) Economics - University of Florida (cum laude)

PROFESSIONAL AFFILIATIONS & PRO BONO

American Bar Association (ABA); ACC Washington Technology Summit 2016; PLI SEC Institute 2015

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