Financial Services General Counsel

LESLIE EUGENE FOURTON, J.D., LL.M. New York, NY **021 ****************@*****.***

linkedin.com/in/lesliefourton Cell: 917-***-**** Home: 646-***-**** GENERAL COUNSEL / CORPORATE & REGULATORY ATTORNEY

In-House & Law Firm Experience: Licensed to Practice Law in Colorado, Connecticut, New York, New Jersey, the District of Columbia, Texas, and Federal Courts Across the Country. Former Federal Prosecutor with the U.S. Environmental Protection Agency and U.S. Department of Justice in Washington, D.C.

Accomplished in representing global corporations in multiple areas, as a creative problem solver, with fifteen plus years of proven experience, working with a diverse group of clients. Exceptional written and oral communication skills, arbitration experience, legal research, and dispute resolution. Embraces challenges as opportunities and resolves all conflicts by embracing a team approach, with ethical discretion top of mind, including matters in antitrust, banking, securities, mergers & acquisitions, contracts, cybersecurity, data privacy, employment, and intellectual property.

Extensive corporate and commercial law experience, including M&A and capital market transactions, funds management, cross-border transactional work, investment advisor, real estate and borrower and lender financings, private equity, fund raising, and litigation and dispute resolution.

Exceptional writer, negotiator, and oral advocate with proven strengths in all aspects of the trial and appellate advocacy process from inception through verdict.

History of achieving successful settlements and trial verdicts in commercial, contract, employment, IP, and securities cases. Effective at implementing innovative strategies across multiple practice areas and championing clients' interests to achieve the best outcomes in high-profile cases.

General corporate counseling background includes banking and financial services, representing corporations re: securities laws, fund raising for private equity, M&As; due diligence and regulatory compliance; and filings 10K, 10Q, 8K, 144, Proxy Statements and foreign investments disclosures.

Collaborative leader and team player with experience in managing up to 100+ employees and departments as General Counsel partnering with C-suite executives and various departments. CAREER HIGHLIGHTS

First Chair in litigating/managing multimillion-dollar complex commercial, contract, labor and employment, securities, and FINRA broker-dealer matters in state and federal courts, AAA, JAMS, and international arbitrations, and FINRA broker-dealer cases.

Saved company $25M in a settlement and reduced legal fees by 50% while litigating and mediating complex antitrust, commercial, contracts, privacy, securities, and labor and employment cases.

Provided pragmatic and strategic advice assisting in high-profile historic environmental justice litigations in federal court in the Northern District of California involving the $13.5 billion settlement against Pacific Gas and Electric Company (PG&E) for the November 2018 California wildfires allegedly caused by their negligence. The fire was the deadliest and most devastating wildfire in California history, where 85 people died and more than 19,000 structures, including residences and commercial properties, were damaged or destroyed.

Prevailed against both U.S. and U.K. regulators while defending Royal Bank of Scotland regarding manipulation, attempted manipulation, and false reporting of LIBOR rates including antitrust, corporate governance and securities matters.

Handled a precedent setting cases representing medical professionals who faced terminations from Columbia Presbyterian Hospital in NYC for their refusal to comply with the vaccine mandate. Argued case in the U.S. District Court for the District of Columbia, leading to the State of New York dropping the lawsuit. EXPERIENCE

Distinguished 15+-year career as a Corporate, Regulatory & Litigation Attorney/Consultant and General Counsel at multiple companies and prestigious law firms. Highlights:

CORPORATE & LITIGATION ATTORNEY – Kirkland & Ellis LLP New York, NY – Sept. 2023 – Sept. 2024 Litigate complex civil cases, including responding to USFTC and USDOJ antitrust, M&As, pharmaceutical and securities investigations at one of the premier law firms in the U.S. Litigate antitrust and M&A claims regarding targets of high-profile national healthcare insurance corporations Appellate Advocacy

Antitrust & Securities Law

Intellectual Property (IP) Law

Complex Business Disputes

Broker-Dealer Regulations

Consumer Privacy

Securities Regulation

Commercial Litigation

Consumer Banking & Lending

Labor & Employment Law

Commodities & Equities

FINRA Arbitration

Cybersecurity & Data Privacy

Mergers & Acquisitions

Capital Market Transactions

Federal Act & Bank Regulations

Labor & Employment Law

Private Equity & Fund Raising

Alternate Dispute Resolution

LESLIE EUGENE FOURTON, J.D., LL.M. – Page 2 Cell: 917-***-**** ***************@*****.*** currently undergoing antitrust reviews for mergers and acquisitions and overpricing of pharmaceuticals including concerns of breach of contract, labor and employment, data privacy, cybersecurity, misappropriation of trade secrets matters, fraud and multi-tiered financial transactions. Assist with investigations and litigations arising in connection with inquiries from the U.S. Department of Justice, including HSR Act Inquiries, filings, and discovery responses including motions to compel discovery and summary judgement; performing research regarding responses to investigations and assist with discovery authoring pleadings, briefs, and motions; conduct depositions; and prepare to argue motions in court. CORPORATE & REGULATORY ATTORNEY – Wells Fargo Bank New York, NY – July 2022 to August 2023 Performed legal research, authored regulatory summaries, and provided guidance examining statutes and regulations that affect the bank’s M&As, information technology, lending and securities matters; negotiated transaction documents and provided risk assessments for complex transactions and regulatory summaries, including cross-border transactions. Met aggressive deadlines in an intense work environment.

Drafted, reviewed, and revised commercial, advertising agreements, master summaries and authored briefs and memorandums to meet business, legal, and regulatory requirements regarding corporate governance, lender financing, security agreements, and closing deliverables including certs and resolutions. Researched federal/state laws, regulations, and compliance standards of financial services.

Examined multiple areas of financial services, including broker dealer, lending, mortgage servicing, data privacy, default servicing, asset management, annuities, employment, insurance, investment advisors, M&As, cybersecurity, data privacy, securitizations, Swaps, ISDA Master Agreements, Credit Support Annexes, and anti-money laundering (AML) statutes and know your customer (KYC) regulations.

Provided strategic advice and support to the legal team regarding financial services law and regulations pertaining to SEC, CFTC and NFA standards and regulatory compliance in order to ensure that they were compliant with securities laws and regulations.

Developed solutions to support the team with a national roll-out of legal/regulatory summaries for all national jurisdictions.

Advised on the securities-based lending regarding the Priority Credit line and Margin Lending; and integrity of internal control assessments concerning Activities 12 CFR 5; Activities and Operations 12 CFR 7; Regulation Y 12 CFR Part 225 (subpart A, B, C, E, and H).

Examined internal controls with a problem-solving approach to determine whether activities and operations involving business strategies and significant policies of the bank were permissible under 12 U.S.C. and other statutory authorities.

Determined methods to comply with regulations to ensure a robust system of internal controls for bank management/operations in accordance with statutes, regulations, or supervisory policies (e.g., Corp. 12 U.S.C. 24, Activities and Operations 12 CFR 5; 12 CFR 7.

Drafted a wide range of agreements and policies, including broker dealer, client advisory, technology services agreements, privacy equity formation, data protection agreements, licensing, non-disclosure, non-compete, SaaS, PaaS, IaaS, and ISDA master agreements.

Analyzed key license provisions, assessed ownership of data, and determined regulatory compliance. Identified indemnification issues and data privacy issues, assessed breach remedies, and analyzed termination provisions.

Collaborated with cross-functional teams to ensure regulatory compliance across various jurisdictions, reducing legal risks significantly.

Advised on interest rate swaps, credit default swaps, over-the-counter swaps, implementation of regulatory reform, IT Services and outsourcing agreements (e.g., MOA, RFPs, SOW, subcontracting agreements, professional services agreements, software licensing, reseller agreements, NDAs) and matters regarding cybersecurity, data privacy, and employment pertaining to misappropriation of trade secrets and Title VII, ADEA, ADA, and FLSA.

Ensured a system of effective internal controls for bank management and for the safe and sound operation of the bank by examining internal controls for financial reporting including compliance with the Sarbanes-Oxley Act with a problem-solving mindset. CORPORATE, LITIGATION & REGULATORY ATTORNEY – Facebook / Meta Platforms, Inc. New York, NY - Jan. 2022 – July 2022 Provided corporate and legal support for a complex legal international framework as a Litigation, Regulatory, Product and Privacy Counsel for Payments. Created, enforced, and improved policies to protect the safety and trust of Facebook users with data privacy and cybersecurity.

Counseled technology project start-ups for legal, regulatory and risk matters, information technology, security and empirical research.

Provided strategic advice on the payments space (digital, mobile, technology transactions) and privacy laws, including California Privacy Rights Act (CPRA), the Colorado Privacy Act (CPA), General Data Protection Regulation (GDPR), and Privacy Laws in APAC.

Drafted and negotiated a wide range of agreements, including agreements for payments, non-disclosure agreements, procurement contracts, letters of intent, and responses to regulatory agencies to abide by privacy law principles (e.g., CPRA, CPA, GDPR, VCDPA).

Advised software engineers on potential effects and liabilities of software developments. Supported global rollout of remote robotic capabilities from a legal perspective in response to software engineering in various jurisdictions re: concerns of cybersecurity and privacy. LESLIE EUGENE FOURTON, J.D., LL.M. – Page 3 Cell: 917-***-**** ***************@*****.***

Responded to regulators in Europe and the U.S. regarding an overpayment of fees by consumers. Drafted technology services agreements, privacy policies, data security provisions and privacy, data protection, and software agreements. CORPORATE & REGULATORY ATTORNEY, GENERAL COUNSEL’S OFFICE -- CITIGLOBAL New York, NY – Oct.2021 – Dec. 2021 Advised on actionable legal, regulatory, compliance and anti-money laundering (AML) statutes and know your customer (KYC) regulation matters affecting domestic and international financial services. Developed regional and global summaries of information to support legal, regulatory, investment advisor and compliance teams for financial risk management assessments including Swaps and other derivatives.

Performed research and assessments on broker dealer, consumer finance and protection, data governance, mortgage finance, privacy, and counterparty risk. Analyzed laws/regulatory requirements regarding legal, compliance, and regulatory risk assessments.

Authored master and legal summaries that simplified information of actionable financial regulatory information of domestic/international regulatory standards utilized by the bank. Assisted with the negotiation of ISDA Master Agreements and Credit Support Annex (CSA).

Reviewed, drafted, and negotiated agreements, including procurement and revenue-generating agreements and complex IT services, private equity formation and outsourcing agreements (e.g., Master Outsourcing Agreements, Bids, MSAs, RFPs, NDAs, and Licensing).

Decreased risk of unexpected losses or damage to the bank’s reputation by advising on the completeness of internal control assessment of systems to ensure the bank complied with laws and regulations and policies, plans, and internal rules and procedures. CORPORATE & REGULATORY ATTORNEY – Discover Financial Services New York, NY -- Mar. 2021– Oct. 2021 Served as a subject matter expert and supervised attorneys in corporate law, regulatory, and compliance matters regarding consumer protection, credit, corporate governance, cybersecurity, securities, structured transactions, employment, privacy, and information technology.

Guided business executives on executed agreements and strategy, created compliance policies, developed training materials, licensing and procedures to educate teams, and drafted data protection and MOA, MSA, SOW, NDA, SaaS, PaaS, and IaaS agreements; and regulatory requirements; credit agreements, security agreements, and closing deliverables including certificates, and legal resolutions.

Counseled business project start-ups for legal and regulatory matters, business development, and advertising research.

Provided strategic advice and support to the legal team regarding financial services law and regulations pertaining to SEC, CFTC and NFA standards and regulatory compliance in order to ensure that they were compliant with securities laws and regulations.

Advised on completeness of internal control assessments of systems to ensure that the company complied with laws and regulations as well as policies, compliance and internal procedures to decrease the risk of unexpected loss and damage to the company’s reputation. CORPORATE & LITIGATION ATTORNEY – Cravath, Swaine & Moore LLP Oct. 2019 - Dec..2019; Oct. 2020 – Feb. 2021 Performed research and authored briefs, memorandums and pleadings on antitrust, insurance, IP, labor and employment, securities, tort, and utility law at one of the premier law firms in the U.S. Litigated landowner and utility cases related to the California wildfires.

Managed research, deposition, and trial preparation for tort and utility law claims arising from wildfires and PG&E bankruptcy. Selected for second-level litigation team due to accurate evidentiary and legal assessment of client documents.

Assisted with investigations and litigations in federal courts in New York and California including authoring briefs, memorandums, and discovery responses including motions to compel discovery, motion to compel, motion in limine and motion for summary judgment. CORPORATE & LITIGATION ATTORNEY – Sullivan & Cromwell LLC June 2019 – Oct. 2019; Jan. 2020 – Oct. 2020 Litigated high-profile civil and white-collar civil cases, including internal investigations, SEC examinations and enforcement, regulatory compliance, and FINRA broker-dealer arbitrations and litigations. Handled complex antitrust, commercial loans, commodities and securities, corporate governance, cybersecurity, consumer protection, employment, private equity, M&As, privacy, multi-tiered financial services matters.

Assisted with investigations and litigations in connection with the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Dodd-Frank Wall Street Reform, Broker Dealer and Consumer Protection Act of 2010. Authored briefs, memorandums, discovery requests and CPLR responses to complaints, motion to compel, and motion to vacate default judgement.

Achieved success in reaching objectives of accurate evidentiary, legal assessments of client investigations, discovery, and negotiations of settlements, arbitrations, mediations and appeals. GENERAL COUNSEL – Swan Global Investments Inc. Durango, CO / New York, NY – Sept. 2017 to Dec. 2018 Directed legal/compliance operations and advised C-suite team and investment professionals on regulatory, transactional, compliance, strategic, securities, structured transactions, and risk issues at an SEC-registered investment advisor ($20B of capital under management). LESLIE EUGENE FOURTON, J.D., LL.M. – Page 4 Cell: 917-***-**** ***************@*****.***

Provided general legal advice and counsel regarding commercial disputes, employment and corporate matters related to the firm’s business practices in federal and state courts, trials, mediations and AAA, JAMS, FINRA arbitrations, and corporate governance.

Led a wide-ranging litigation portfolio, including broker dealer, commercial, corporate governance, labor and employment, insurance, annuities, IP, and securities disputes involving financial services litigations, arbitrations and mediations, settlements, trials and appeals.

Defended and prosecuted cases involving complex commercial, contract, labor and employment, ERISA, trade secrets, Title VII, ADEA, FMLA, and FINRA arbitrations. Litigated, arbitrated, and mediated matters from inception through verdict.

Advised desks and compliance on best practices relating to equities business lines, including broker-dealer regulation, securities laws, Reg. SHO, and customer protection, and legal implications of proposed capital raising and trading activity.

Negotiated multimillion-dollar contracts and managed arbitration, litigation and mediation of cases worth more than $10M, including settlement negotiations, conducted depositions, trials, FINRA arbitrations; managed outside counsel Gibson, Dunn & Crutcher.

Collaborated with internal control functions; Supervised Compliance and advised on corporate governance, operational risk and legal risk matters; compliance and security risk procedures, and best practices for the firm, including preparation of board materials.

Led the structuring and formation of 6 new private equity funds amounting to $500 million, resulting in efficient compliance and higher investor satisfaction; and negotiated complex investment terms with limited partners, achieving favorable terms and securing commitments worth $800 million/

Advised on the regulatory and compliance aspects of establishing $400 million in private equity funds. Drafted and negotiated key legal documents for general partner and fund formation, ensuring comprehensive legal safeguarding.

Drafted limited partnership agreements, side letters, deeds of adherence, and shareholder agreements for private equity funds. Liaised with international financial institutions for investments funds and served as point of contact for institutional investors.

Oversaw legal due diligence on a $400 million acquisition, identifying risks and advising on mitigation strategies.

Managed shareholder/share purchase agreements for asset purchase and assisted in real property research for buyout/due diligence.

Participated in client meetings for strategies in handling defaulting investors. Drafted memorandum for defaulting investor workouts, reviewed initial and amended and restated LPA, and prepared term sheets and created step-plan for formation process. CORPORATE & LITIGATION ATTORNEY – Mayer Brown LLP New York, NY – Jan. 2013 to August .2017 Supported the firm’s commercial litigation practice, ranging from commodities, banking, antitrust, corporate governance, derivatives, securities, structured transactions, employment, contracts, real estate and intellectual property claims. Researched all matters, prepared for discovery, motions, pleadings, trials and arbitrations, and gave and took depositions. Represented global financial corporations in multiple practice areas. Authored briefs, memoranda, motions and pleadings and assisted with mutual fund, shareholder derivative, Swaps and trading manipulation investigations and litigations involving federal securities laws (Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940, Investment Advisers Act of 1940, Dodd-Frank Wall Street Reform & Consumer Protection Act of 2010, State Common Law).

Exceeded expectations as an expert and team leader while coaching attorneys through intricate antitrust, securities, structured finance, and LIBOR rate manipulation cases to successful resolutions.

Played key role in negotiating settlements and reaching agreements on commercial disputes (mutual funds, investment managers, FINRA broker dealer arbitrations) and shareholder derivative action litigations (class action antitrust, securities investigations).

Instrumental in litigating and settling a complex matter involving derivative manipulation of LIBOR rate closing prices of the London Stock Exchange, which encompassed sophisticated economic manipulations in billions of dollars.

Instrumental Achieved successful settlements for clients, including members of antitrust and securities manipulation class actions. .

Conducted work in District Courts to assist in trials regarding complex antitrust, securities fraud, mortgage securities, and securitization litigations and cases regarding breach of contract software patent disputes involving the U.S. Patent & Trademark Office.

Assisted with investigations and litigations in connection with the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Coached global financial institutions on compliance, operational risk assessments, securitizations, and capital raising litigations.

Assisted with the transfer of dozens of private fund interests from major banks to third parties.

Negotiated distribution agreements for both foreign and domestic financial services firms and assisted in preparation of financial investment term sheets, master services agreements including Swaps and other derivatives, and investor reports.

Litigated in multiple state and federal jurisdictions. Managed cases in Colorado, New York, Florida and Puerto Rico; prosecuted and LESLIE EUGENE FOURTON, J.D., LL.M. – Page 5 Cell: 917-***-**** ***************@*****.*** defended complex commercial and financial cases regarding FINRA broker dealers, over-the-counter derivatives and third parties that misappropriated trade secrets and labor and employment matters. Authored memoranda on antitrust, M&As, commodities, and securities.

Achieved successful settlements for clients, including Mass Mutal and J.P. Morgan Chase. Assisted team in negotiating the lowest settlement for Mass Mutual in class action securitization lawsuits involving major international financial institutions.

Assisted in litigation involving IP, trademark, and copyright matters for clients in the music and software industries. SENIOR LITIGATION ASSOCIATE – Squire Patton Boggs LLP New York, NY – Jan. 2006 to Jan. 2013 Managed litigating and arbitrating disputes at a full-service international law firm. Cases involved high-stakes antitrust, bankruptcy, judgment enforcement, commodities, banking, securities, structured transactions, construction, real estate, employment, contracts, and IP claims. Represented clients in state/federal courts in the U.S. and in international and domestic arbitrations (e.g., AAA, JAMS).

Defended banks and international financial institutions in securities litigation/investigations (e.g., bank fraud, bank secrecy act, cybercrime, FCPA, wire fraud, international money laundering, private equity, M&As, class action securities fraud, LIBOR manipulation).

Defended City of New York and 150+ contractors in a suit arising from responses at World Trade Center after 9/11 attacks.

Acted as Second Chair in all trial litigations relating to mass torts, product liability, and class action securities fraud matters.

Achieved successful verdicts following litigation and arbitration of State and Federal trials; FINRA broker-dealer arbitrations; defending the City of New York; representing numerous international financial institutions and software developers. CORPORATE & LITIGATION ASSOCIATE – Clifford Chance US LLP New York, NY - Jan. 2000 to Dec. 2005 Focused on internal investigations, SEC examinations and enforcement, regulatory compliance advice and counseling, and cross-border and M&A due diligence at the largest law firm headquartered in the U.K. Litigated matters regarding antitrust, commercial, white-collar criminal, labor and employment, pharmaceutical, securitizations, and securities disputes. Additional experience includes roles as a corporate and litigation associate, asset management attorney, registered investment advisor, permanent litigation attorney, trial attorney, compliance advisory, and permanent corporate securities attorney. EDUCATION

Juris Doctor and Master of Laws (Dean’s List) – Vermont Law & Graduate School, South Royalton, VT Clerked for the Governor of the State of Vermont and U.S. Department of Justice; Civil Litigation; Environment and Natural Resources Division. Bachelor of Arts in Humanities (Magna Cum Laude; Economics & Computer Science) – Columbia University, New York, NY Certificates, Financial & Legal Studies – School of Professional Studies, New York University, New York, NY BAR ADMISSIONS

States of New York, New Jersey, Connecticut, Colorado, Texas, and the District of Columbia Supreme Court of the United States; United States Court of Appeals for the Federal Circuit; U.S. District Court for the District of Columbia U.S. District Court for the District of Columbia; U.S. District Courts for the Eastern and Southern Districts of New York & District of New Jersey United States District Court Western District of Texas – Austin Division; U.S. District Court Northern District of Texas – Dallas Division United States District Court Southern District of Texas – Southern Division; U.S. District Court Eastern District of Texas – Eastern Division United States District Court for the District of Colorado; United States Court of Appeals for the Second Circuit United States Court of Appeals for the Fifth Circuit; and United States Court of Appeals for the Tenth Circuit CERTIFICATIONS

Certified Fraud Examiner (CFE) Certified Anti-Money Laundering Specialist (CAMS) Series 65 Securities License, NASAA Registered Investment Advisor, States of NY and FL Registered Commodities Trading Advisor (CTA) Certified Market Technician (CMT), Technical SME List of Professional Affiliations is Available on LinkedIn

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