WINPRO, INC., Ridgewood, NJ Vice President, Secretary and General counsel

  • General corporate, software development contracts; software licensing, distribution and transfer; advertising, marketing and pricing strategy; executive employment and equity compensation; acquisitions and dispositions; trademark litigation; arbitration; management consulting.

WEIL, GOTSHAL & MANGES, New York, NY Attorney at law (Admitted in New York, New Jersey, Illinois and Missouri)

  • Corporate finance and securities; LBO financing and corporate restructurings; negotiating intellectual property agreements; stock, asset purchase and shareholder agreements; general corporate and commercial work.
  • Management consulting, including analysis of internal procedures, use of forms and implementation of software systems to improve efficiency and consistent high quality.
  • Counseling re doing business in the Soviet Union and Eastern Europe; lecturing Chinese, Brazilian and Mexican executives on doing business in the United States.

CPC INTERNATIONAL INC., Englewood Cliffs, NJ Corporate Counsel and Assistant Secretary

  • Responsible for SEC reporting and federal securities law compliance, assuring adequacy and timeliness of material corporate disclosures; counseling directors and officers regarding insider trading, duties re threatened takeovers, conflicts of interest and D & O liability insurance coverage; general corporate counseling.
  • Responsible for domestic and foreign debt offerings, public and private, secured and unsecured, including first bearer bond offering in Switzerland by a U.S. company (completed in 12 days under pressure of rapidly rising interest rates); negotiated and documented foreign borrowing arrangements in Europe and Latin America.
  • Negotiated and drafted major credit agreements, including syndicated $1.3 billion line of credit (completed in 14 days under pressure of rapid increase in commercial paper outstanding); established procedures to assure debt covenant compliance.
  • Evaluated alternative financing arrangements; acquisitions and dispositions; equipment financing and capital leases.

Division Counsel, CPC North America General Counsel, S. B. Thomas, Inc.

  • Counseling the sales, distribution, marketing and operations functions, including protection of trademarks, proprietary information and other intellectual property; evaluation of opportunities and requirements for foreign distribution of U.S. products and domestic distribution of foreign products; long-term strategic planning and supporting internal organization, e.g. instituting standard procedures for hiring and managing independent distributors.
  • Anti-trust counseling and education; commercial relations tactics and strategic planning; advertising, labeling, pricing and promotional policy compliance with anti-trust laws; regulatory compliance (e.g. FTC, FDA, USDA, OSHA).
  • Litigation, including preparing briefs and preparing witnesses for depositions and trial; counseling regarding labor negotiations and arbitrations.
  • Negotiated purchases, sales and leases of real estate; analyzed and provided for or resolved environmental and insurance matters.
  • Negotiated and drafted a wide variety of contracts and commercial arrangements; protection of trademarks, proprietary information and confidentiality; computer leasing and software licensing arrangements; employment and consulting agreements.
  • Exports, imports and international shipping arrangements, international letters of credit; and insurance relating to international shipping losses; compliance with anti-Arab boycott and other federal regulations regarding international trade.
  • Administrative: litigation management (direct); established and implemented procedures for managing, monitoring and supervising outside counsel in litigation handled through insurance (product liability, vehicle and workman's compensation); established and implemented policies and procedures for handling consumer complaints and unsolicited new product ideas; established real estate department and centralized computerized system for monitoring acquisition, rental and maintenance costs and payments and notices required in connection with all U.S. real estate.
Corporate Attorney
  • Negotiated and drafted various contractual arrangements for industrial operations; analyzed proposed acquisitions for possible anti-trust problems; anti-trust education. Named Assistant Secretary, 1980.


    • Commercial matters, including negotiating and documenting a European distribution system; securities counseling, negotiated and prepared documentation for a limited partnership to produce a movie; negotiated and documented various real estate deals.
    • Prepared and answered interrogatories, took depositions, prepared briefs, and trial work.

    Assistant Secretary and Corporate Attorney

    • Responsible for federal securities law reporting and compliance by the corporation and its officers and directors; counseled officers and directors regarding stock transfers and reporting; stock transfer and shareholder relations; liaison with the SEC and NYSE.
    • Negotiated and drafted acquisition and disposition agreements, including foreign acquisitions, e.g., a restaurant in Italy and bauxite mines in Angola. (Acquisitions were all for CRO stock, at least 20 in four years, five occurred one December).
    • Negotiated and documented domestic and international commercial and financing arrangements (e.g. technology licensing in Israel) and real estate deals.
    • Established corporate-wide policies and implemented corporate-wide procedures for centrally reporting, counseling and monitoring EEO complaints and discrimination cases.
    • Personally briefed, orally argued, and won Olsen vs. Rembrant, 511 F 2d 1228 (C. A. Mo, 1975), one of the initial jurisdictional decisions under Title VII of the Civil Rights Act.

    Attorney, Corporate and Legal Affairs

    • Federal securities law reporting; mergers and acquisitions; corporate finance, including a public offering of $50 million of bonds; compliance with debt covenants;
    • Corporate secretarial (ministerial and advising board of directors re legal and ethical issues such as political contributions), stock transfer and shareholder relations; general corporate.

    Staff Attorney

    • Securities, “doing business” analyses, store and shopping center operations, including negotiating store and department leases, employee issues, store security, and resolving conflicts regarding buying and supply agreements.

    Law Clerk to Judge James H. Meredith
    • Research; drafting opinions of the Court on procedural motions in civil and criminal cases; drafting opinions of Court on the merits in civil and criminal cases.

    Summer Associate

    • Research on corporate issues, including responsibility of directors sitting on non-profit boards; research and shaping the key issue in one personal injury case.