Division General Counsel

Posted on: 2006-01-17

SUMMARY A versatile business oriented division general counsel, corporate counsel and senior manager with extensive experience in commercial transactions, technology, strategic alliances and acquisitions. Particularly skilled at evaluating deals from both strategic and economic perspectives, effectively negotiating each transaction and achieving closure by preparing the pertinent agreements. Industry background includes telecommunications, high technology, software and hardware, information services, and regulatory agency service. EMPLOYMENT HISTORY NEXTIRAONE BUSINESS COMMUNICATIONS, LLC AND ITS PREDECESSOR ENTITIES, (STAPLES COMMUNICATIONS, CLARICOM, INC. AND EXECUTONE INFORMATION SYSTEMS, INC.) 1994 to 2005 (NextiraOne Business Communications is the remainder of an asset sale made in June of 1996 by EXECUTONE Information Systems which sold its telephony direct sales offices and local and long-distance resale divisions to a group of investors lead by Bain Capital. Following such divestiture, I became General Counsel to the newly formed company, Claricom. Claricom was sold in 1999 to Staples, Inc. In 2001, Staples sold Claricom to a private equity firm, Platinum Equity, and the company was renamed NextiraOne Business Communications.) NEXTIRAONE BUSINESS COMMUNICATIONS, LLC AND NEXTIRAONE, LLC Division General Counsel – Corporate Counsel to NextiraOne, LLC (2001-2005) Drafted, negotiated, and closed sophisticated sales, distribution, resale, subcontracting license and software license agreements. Provided legal Counsel to company executives regarding sales, distribution and resale agreements, disputes with vendors and customers and litigation matters. Responsible for all legal activities of subsidiary including drafting and negotiating vendor and customer contracts (including state and local governments), managing litigation, resolving labor and employment matters, corporate transactions, real estate leases, customer bankruptcy actions and record retention initiatives. Supervised legal administrative assistant and outside counsel. STAPLES COMMUNICATIONS A/K/A CLARICOM, INC., Shelton, CT Division General Counsel & Assistant Secretary (1999-2001) Provided legal counsel to Claricom entities’ company executives regarding strategic decision-making, policy establishment and realignment, marketing, sales, procurement, distribution and resale agreements and labor and employment matters. Supervised one attorney and paralegal. Managed all company litigation matters and consistently maintained expenditures within budgeted levels. Drafted, negotiated and closed complex product distribution/reseller agreements, disputes and settlements, customer bankruptcy resolutions and non-standard sales agreement terms. Supported and facilitated implementation of new product launches. Facilitated the sale of the Claricom subsidiaries to Platinum Equity in 2001 through the negotiation of acquisition agreements and responding to due diligence inquiries for this $140 million dollar transaction. CLARICOM, INC. D/B/A EXECUTONE BUSINESS SOLUTIONS, MILFORD, CT General Counsel (1996-1999) General Counsel and Senior Executive providing management oversight, strategic decision-making and policy setting including establishing and managing corporate legal department’s staff of attorneys and support staff for this newly formed organization following the purchase by Claricom of Executone’s telephony direct sales and long-distance resale business units. Responsible for all day-to-day legal activities including contract drafting and negotiations with vendors and customers (including state and local governments), supervising litigation, labor and employment matters, corporate transactions, telephone regulatory certifications, licensing, real estate leases, and customer bankruptcy actions. Developed, administered and oversaw company compliance programs and record retention initiatives. Developed form agreements and negotiated agreements for the development, acquisition and licensing of new technologies, distribution arrangements, and strategic alliances. Issued, managed and oversaw Claricom Stock Option Plan. Negotiated multiple amendments to Company’s credit facility with a syndicate of banks. Advised the Companies on a wide variety of human resource matters and achieved an exceptional record of avoiding employee litigation. Developed and managed outside counsel network to consistently maintain expenditures within budgeted levels. Crafted independent lease financing partnerships with two funding sources. Participated in due diligence initiatives for potential acquisition of multiple entities in similar business environment. Negotiated the $140 million sale of the Claricom entities to Staples, Inc. while responding to both the Department of Justice antitrust review and due diligence inquiries. EXECUTONE INFORMATION SYSTEMS, INC., MILFORD, CT Regulatory Attorney (1994-1996) Represented corporation in all forums regarding telephone regulatory matters. Implemented regulatory compliance. Oversaw and managed all legal matters for corrections and long-distance resale divisions including drafting and negotiating contracts with vendors and customers (including federal, state and local government customers). ATTORNEY GENERAL’S OFFICE, BOSTON, MA 1992-1994 Special Assistant Attorney General, Regulated Industries Division (1993-1994) Contracted to work on telecommunications regulatory matters as a consumer advocate for the Commonwealth. Assistant Attorney General, Regulated Industries Division (1992-1993) Represented consumer interests in regulatory proceedings regarding telephone, gas and electric utilities. Litigated technical, economic and financial issues. Performed analysis, discovery, trial work and briefing. NYNEX CORPORATION, NY 1981-1992 Associate Director, Docket/Issue Management – TELESECTOR RESOURCES GROUP (1990-1992) Analyzed federal regulatory issues provided guidance and information to company executives to establish company positions. Researched precedent, drafted responses and oversaw compliance with FCC Orders. Central Office Supervisor – NEW YORK TELEPHONE COMPANY (1987-1990) Supervised 7-21 telecommunications technicians and frame attendants working on central office toll equipment and software. Switching Equipment Technician – NEW YORK TELEPHONE COMPANY (1982-1987) Installed, programmed and repaired telecommunications central office toll equipment and software. Engineering Assistant – NEW YORK TELEPHONE COMPANY (1981-1982) Assisted in development of long-range plans to upgrade or replace central office equipment. EDUCATION/ACTIVITIES PACE UNIVERSITY SCHOOL OF LAW, White Plains, NY - JD, Cum Laude, Top 15% Law Review, Moot Court Competition: Securities Law, Fordham University, American Jurisprudence Award: Corporations and Partnership, Ranking Scholar: 3 times; Deans List: once STATE UNIVERSITY COLLEGE, Oswego, NY -BS, Business Administration, Minor: Economics BAR ADMISSIONS: New York and Connecticut Bar 1990, Massachusetts 1992 ASSOCIATIONS: Connecticut Bar Association - American Corporate Counsel Association NYNEX: Exceptional Performance Merit Award, 1989, 1990, Perfect Attendance Award, 1984, 1987, 88, and 1990