MAUREEN J. SMITH
Email: jmaureensmith @gmail.com
Social Media: linkedin.com/in/maureen-smith-81246332 PROFESSIONAL SUMMARY
I am a Commercial/Corporate Attorney-at-Law with over twenty years of experience and expertise in facilitating negotiation and completion of various types of commercial transactions. I have had the experience of operating my own legal practice as well as establishing legal departments within two companies. PROFESSIONAL EXPERIENCE
1. Consultant Attorney-at-Law, 2015 June 1 to Present Main Areas: Corporate Governance / Conveyancing / Contracts / Litigation / Estates and General advice.
2016 January to November- Review of the Petroleum Legislations regarding Liquefied Petroleum Gas (LPG) and made a presentation the CEOs of Massy Gas Products (Jamaica) Limited (GasPro) and Industrial Gas Limited (IGL) and their executive managers to aid in their submission to the National Environment and Planning Agency (NEPA) for law reform. Clients- GasPro and IGL, the two largest suppliers in the LPG market, represented by Mr. Kailashnath Maharaj, then CEO of GasPro. 2015 to present
I conducted Defence of civil claim brought by Nestle Jamaica Limited to an amicable settlement, prepared leases, gave advice on numerous matters including contracts, statutory deductions claims, and outstanding filings with the relevant authorities.
Client: Williepet Limited – Promoters and Distributors for Nestle Jamaica Limited. Landowner.
2. University Registrar and Corporate Secretary at Caribbean Maritime University (CMU), 2017 December to 2018 November - Secretary to the University Council, Academic Board, Faculty Boards, their Standing and ad hoc Committees.
Oversight for Students’ Admissions, Enrolment, Examinations, Certification Discipline and other Students’ affairs.
Mandate: To establish CMU Corporate Governance Structure- 2
§ Proposed to the University Council, the establishment of four Council Committees. (Approved).
§ Drafted and proposed the Charter for the Council, the Charter for the Academic Board and the Terms of Reference for the Council Committees. (Pending).
§ Proposed to the Academic Board, the establishment of a Scholarship Committee and the Terms of Reference therefor
§ Proposed to the Academic Board, the establishment of an Examiners Board to review students’ examinations and an Academic Committee to deliberate on academic matters.
§ Chaired the Scholarship Committee, and established its sub- committees.
3. Legal and Corporate Services Manager (General Counsel and Company Secretary) Rubis Energy Jamaica Limited, formerly known as The Antilles Group Limited and formerly known as Cool Petroleum Limited), 2007 October 15 to 2015 May 31, importers, marketers and suppliers of petroleum products, owners/operators of two (2) fuel depots in Kingston and partner in a fuel depot in Montego Bay, operators of 53 Shell Service Stations in Jamaica, and suppliers of petroleum products to over two hundred (200) commercial customers.
Cool Petroleum Limited (CPL), 2007 October to 2011 December, a licensee for Shell in Jamaica, owned 50% by Cool Corp (Caymanian incorporated/ Jamaican owned) and Neal and Massy now Massy
(Trinidad publicly listed entity).
Mandate: to establish a Legal Department-
• Established a Contracts Management system
• Reviewed and updated the Dealer Licences, and Commercial Customer Agreements.
• Preparing Services Agreements for works and services.
• Prepared and reviewed Construction Agreements for construction of a two petroleum storage tanks at Rockfort by Chicago Bridge. A multi- million-dollar transaction.
• Reviewed and advised on Petroleum Supply and Shipping Agreements with Shell Western Share Sale and Purchase Agreements.
• Reviewed and advised on Loan Transaction documents with Citi Bank NA, Pan Caribbean, Scotia Investments, RBC Trust
• Preformed as Corporate Secretary for CPL, its parent and subsidiaries including two IBC incorporated in Saint Lucia.
• Established the Corporate Registers and a safe for keeping the corporate records.
• Implemented a system of reporting for Regulatory matters; 3
Licences and Permits
• Prepared documents for due diligence
• Incorporated two subsidiaries- Cool Biofuels Jamaica Limited and Rockfort Pier Limited,
• Successfully obtained a change of the Sufferance Wharf Licence from Shell to CPL and then from CPL to Rockfort Pier Limited.
• Overseeing and conducting litigation matters.
• I established a Legal Department.
The Antilles Group Limited (TAG), 2012 January to 2012 December. This was a renaming of CLP upon the acquizition of majority shares by Blue Equity LLC, a company out of Louisville Kentucky USA. Massy existed and Cool Corp was the minority shareholder. TAG operated under licence from Shell.
• Working with external Counsel on post aquizition matters.
• Updating the Corporate Registers.
• Review Dealer Licences and Commercial Agreements.
• Updating the Bondholders’’ Register and Certificates,
• Preparation of Electronic Data Room for due diligence.
• Reviewed and commented on Share Sale and Purchase Agreement.
• Performed as Corporate Secretary.
Rubis Energy Jamaica Limited (Rubis), 2013 January to 2015 May. This was a renaming of TAG upon the acquizition of all shares by Rubis Caribbean Inc. Rubis operated under its own brand. Also, Rubis operates by internal Paralegal and External Counsel. My mandate was to update and hand over. My position was made redundant.
• Working with external Counsel on post aquizition matters, which included transfer of ownership and discharge of mortgage liens for over 100 Titles.
• Updating the Corporate Registers
• Discharged the Fixed Term Bonds by collection and cancellation of Bondholders’ Certificates.
• Reviewed Dealer Licences and Commercial Agreements.
• Prepared Construction Agreements for new petroleum loading bay.
• Prepared Services Agreement for rebranding of the Retail Service Stations and Commercial Sites.
• Updating the Company’ Policies (Corporate, Safety and Ethics)
• Conducted training sessions on the Company’ Policies and Contracts to the Executive and other staff.
• Preparing transaction document for re-purchase of one half of the Rockfort Pier from Jamaica Flour Mills, which was a US $6 million transaction and included Sale Agreement, Easements 4
and Joint Operating Agreement.
• Reviewed and commented on Loan Transaction documents with Scotiabank.
• Updated all legal / corporate files and reports and handed over to Paralegal and external Counsel
4. Gas Products Limited (GasPro) now Massy Gas Products (Jamaica) Ltd. importers, marketers and suppliers of liquefied petroleum gas (LPG) 2007 October 15 to 2012 November
I provided legal services under Shared Services Agreement to GasPro. I reviewed Commercial Agreements and gave advice on Employment matters. 5. Legal Officer, Sugar Company of Jamaica Limited, Head Office, 2005 February – 2007 September 28
Owners and operators of five Sugar Estates (Frome, Monymusk, Bernard Lodge, Long pond and Hampdem, as well as operators of owners/lessee/custodian of numerous parcels of cane lands. Mandate: To establish a Legal Department in preparation for divestment-
• Reviewed and updated the Leases to cane farmers and other commercial agreements as well as established a Contracts Management system.
• Implemented a system of reporting for Regulatory matters; Licences and Permits.
• Took charge of litigation matters by overseeing external Counsel or conducting some matters.
• Conducting searches for the Titles for the cane and factories; lands which was estimated to be over 3,000 Titles.
• Addressed the complex land holdings of the sugar lands, which included ownership by defunct sugar companies.
• Prepared files and reports for due diligence.
• I established a Legal Department
6. Attorney-at-Law (on contract) Williepet Limited, 2000 January – 2005 January
Wiiliepet are promoters and distributors for Nestlé Jamaica Limited as well as landowners. I reviewed commercial agreements, prepared leases, conduct purchase of property and advised on annual filings with the relevant authorities.
7. Private Practice, 1998 November – 2005 January
As a sole practitioner my main areas were conveyancing, civil and criminal litigation. In the year 2004, successfully defended an appeal against a civil judgment involving an award in excess of J$6 million against an appellant represented by one of the top three law firms in Jamaica. 5
• Enrolled- Supreme Court of Judicature of Jamaica
• Licensed - General Legal Council
• Professional- Jamaica Bar Association
• Norman Manley Law School (1995 – 1997) - Legal Education Certificate
• University of the West Indies (1989 – 1995) - Bachelor of Laws (Honours)
• Fair Trading Commission, Jamaica (July 2014) - Intermediate Level Course in Competition Law & Policy
• The Anti-Dumping and Subsidies Commission (March 2014) – Certificate of Completion: Unleash the Power of International Trade Rules
• Individual Systems Limited (January – March 1999) Certificate in Windows 1998 Applications
• Mr. Kailashnath Maharaj
Former Chief Executive Officer at Gas Products (Jamaica) Limited (renamed Massy Gas Products (Jamaica) Limited, now Chief Executive Officer at Massy Gas Products (Trinidad) Limited of North Sea Drive Point Lisas Industrial Estates, Savonetta, Trinidad.
• Mr. Winston Ormsby
Justice of The Peace
Former Operations Manager at Rubis Energy Jamaica Limited, formerly known as The Antilles Group Limited and formerly known as Cool Petroleum Limited. Also, the former General Manager of Petroleum Company of Jamaica Limited (Petcom).
• Professor Gossett Oliver
Dean of The School of Graduate Studies and Research at Caribbean Martime University