Former SEC Attorney with Joint JD/MBA in Finance

AMANDA GORDON

*** **** **** ****** #***, New York, NY 10022 ▪ ************.*****@*****.*** ▪ 917-***-****

FELDMAN WEINSTEIN & SMITH LLP New York, NY

Associate Attorney April 2008 – January 2009

Represent multi-national issuers of securities (both public and private companies, including high-tech start-ups, entrepreneurs, and portfolio companies) on a large number of high-profile, complex debt and equity offerings (including IPOs, other public offerings, and exempt private placements), including PIPEs, Rule 144A transactions, private equity, cross-border offerings, reverse mergers, and convertible securities offerings. Draft prospectuses and other 1933 Act filings. Negotiate, structure, prepare, and manage process of various domestic and international transactions, securities offerings, stock and asset acquisitions, other investments, corporate financings, contracts, and venture capital deals. Lead due diligence efforts. Advise client boards and management on broad range of corporate organization and corporate governance issues. Provide clients compliance and risk oversight support. Assess and advise clients on legal and general business risk. Draft, amend, and maintain articles of incorporation, bylaws, and partnership and limited liability company operating agreements. Supervise preparation of documents for shareholder and board of director meetings, including minutes and proxy statements. Advise domestic and international clients (including SPACs) on reporting obligations under the Securities Exchange Act of 1934 and preparation of SEC filings. Facilitate the structuring of alternative investment products. Advise clients on global fixed income asset management (both retail and institutional). Regularly handle a wide range of issues relating to ongoing regulatory compliance with U.S. securities laws, including preparation of Forms 10-K, 10-Q, and 8-K, other 1934 Act requirements, Section 16 filings, proxy contests, and compliance with the new rules relating to securities offering reforms. Negotiate and draft capital-raising, licensing, non-disclosure, vendor, loan, employment, and other contracts and transactional documentation.

UNITED STATES GOVERNMENT CLIENT (CLASSIFIED) Washington, DC

Senior Consultant September 2005 – December 2007

Selected for an extremely competitive program. Named team lead for a classified consulting project. Reviewed all open-source materials and many client-proprietary documents on strategic goals and objectives, missions and programs, and capital assets. Required Top Secret+ clearance.

SCHIFF HARDIN LLP Washington, DC

Associate Attorney January 2005 – August 2005

Acted on a wide range of unique mid-market transactions, mezzanine finance, reverse mergers, PIPEs, acquisitions, private equity transactions, securities offerings, restructuring transactions, de-mergers, spin-offs, IPOs, stock and asset purchases, and M&A deals. Represented high net-worth individual and family investors, domestic and international companies, and underwriters and placement agents. Acted in multiple public (SEC-registered) and private (exempt) equity and high-yield debt transactions. Drafted and negotiated general corporate contracts, including letters of intent, definitive agreements, and investment management agreements. Researched and drafted registration statements, 1934 Act (periodic) reports, proxies/information statements, and other regulatory filings for public domestic and international issuers. Reviewed and drafted investment guidelines, related policies, benchmarks, and guidelines. Provided clients compliance and risk oversight support. Submitted filings to federal and state regulatory agencies. Advised clients on Sarbanes-Oxley compliance, shareholder disputes, corporate governance issues, Regulation S, blue sky, and securities exchange listing and maintenance standards and issues. Provided clients support with respect to global regulatory matters. Coordinated board of directors and committee meetings, including preparation of resolutions and other materials.

U.S. SECURITIES & EXCHANGE COMMISSION Washington, DC

Senior Attorney September 2000 – December 2004

Promoted two times in four years in the Division of Corporation Finance. Conceived and drafted rules and regulations implementing Sarbanes-Oxley and other legislation dealing with public company accounting reform, investor protection, new standards for U.S. public company boards, additional corporate board responsibilities, auditor independence, and corporate governance. Led rule-making teams tasked with implementation of legislative acts. Negotiated regulatory and rule-making implementation with appointed officials, Commission staff, trade associations, business entities, and consumer groups. Assessed investor complaints for possible violation of Exchange listing rules. Reviewed prospectuses, other materials related to public offerings, and a wide range of legal and commercial agreements (including documents relating to joint ventures and venture capital transactions) for SEC compliance and disclosure, confidentiality of protected and proprietary information, and restrictive covenant issues. Reviewed disclosure of corporate governance documents on filers’ websites and corporate marketing material. Reviewed materials related to filers’ annual meetings of shareholders, including management proposals, responses to shareholder proposals, retention and management of proxy solicitors, and shareholder voting. Assessed filers’ entity-level controls for compliance with Sarbanes-Oxley. Advised domestic and international filers on the U.S. securities aspects of public M&A transactions and reviewed public M&A transactions (including large cross-border transactions) for securities law compliance. Specialized in review of MBO and LBO transactions. Reviewed structured financial products and real estate investment trusts. Worked closely with filers’ business development teams. Received extensive experience in federal securities regulation, laws, and reporting obligations (including the 1933 and 1934 Acts); Forms S-1, S-3, and S-4; proxy statements; 10-K and 10-Q filings; self-filings; and Section 16 filings. Worked on issues concerning the Investment Company Act of 1940 and the Investment Advisors Act of 1940. Developed advanced Excel and Bloomberg skills.

EDUCATION:

BOSTON COLLEGE Chestnut Hill, MA

Joint J.D./ M.B.A. in International Finance May 2000

Elected to Beta Gamma Sigma National Academic Honor Society, 2000

Finalist, Client Counseling Competition, 1997

Winner of Wallace Carroll Scholarship for Excellence in Business Studies, 1996

Studied abroad in Geneva, Switzerland (Summer 1997), Paris, France (University of Paris – Sorbonne, Summer 1998), and Dublin, Ireland (UCD Michael Smurfit Graduate Business School, Fall 1999)

TRINITY COLLEGE Hartford, CT

B.A. with Honors in History May 1994

Dean’s List

Awarded the Highest Distinction Prize on the History Comprehensive Examination

PROFESSIONAL CERTIFICATIONS:

New York State Bar, Member

Final Top Secret+ granted by United Stated government; became effective 12 Sep 2005

COMMUNITY INVOLVEMENT:

Office of the Vice President of the United States, Advance Staff

Junior League of New York, Active Member

Phillips Exeter Academy Alumni/ae Association, Regional Officer

Tri Delta Social Sorority Alumnae Association, Regional Officer

LANGUAGES:

Conversant in French. Experience translating legal documents from French into English.

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