Managing risk is existential. Whether commercial, corporate governance or regulatory - these  issues can sideline your business, drain your capital, and undermine years of hard work.  Take a proactive approach with thoughtful planning and policy implementation  that anticipates inquiries and positions you and your business to withstand any scrutiny.  Should a problem arise, I can help deploy your resources into action to get through tough times. 

• Advising executive management, directors and special committees during audits, third party subpoenas and inquiries and/or regulatory investigations
• Conducting investigations against executives, directors and managers
• Conducting internal company investigations in response to allegations of wrongdoing, accounting, and financial irregularities
• Building strategic response and investigations related to whistleblower complaints
• Federal and state law enforcement, regulatory and investigative inquiries
• Navigating PR with target constituents - boards of directors, senior executives, employees, stockholders, public.

Being well-versed in public and private dialogues on corporate governance, oversight, compliance, and stockholders' engagement issues makes me a valuable trusted advisor to your board and executive management. Governance is about relationships and ensuring that rules of engagement are in place, participants maintain civility, integrity and play well in a sandbox. In the absence of this euphoric environment, please let me know how I can help. 

• Fiduciary duties, conflicts of interest transactions, standards of conduct, director independence, corporate social responsibility, and ethics
• Governance oversight and activism management
• Entity formation (including non-profit)
• Federal and state securities laws, and public disclosures
• Governance and compliance issues related to mergers, acquisitions, and other major transactions
• Internal controls assessments
• Conduct of directors' and stockholders' meetings, strategic responses to proposals, demands and investigations, Book and Records demands
• Executive compensation, incentive compensation plans, and senior executive employment contracts
• Assistance with annual board evaluations
• Succession planning
• Investor relations matters
• Review of corporate charters, bylaws, defensive measures, and board governance policies
• Department of Justice and state law enforcement investigations and actions.

Few things are this certain - thoughtful and prudent settlement is always better than prolonged and costly litigation. Ceding control over the outcome of a dispute to a judge or a jury should be the last resort.  To resolve your litigation matters quickly and efficiently, which will reduce the costs and delays often associated with commercial litigation, let me assist you in working through the issues and structuring a solution that works.  I am experienced in representing parties in alternative dispute resolutions, as well as mediating and arbitrating disputes. 

Whether you buy, sell, lease, partner or otherwise deploy your resources to instigate profit and move the wheels of commerce, you cannot survive on a handshake.  All commercial transactions, whether termed in materials, products, or services require clear contracts to spell out the rights, obligations and expectations of each party, and to establish the remedies for nonperformance.  Nuance and details matter; often more so when disputes arise.  Your counsel and trusted advisor must add value to your commercial relationships and has to be well saturated and keenly aware of your business and your business needs.

• Long- and short-term procurement agreements and contracts for the sale of critical goods and services
• Inventory finance, lease and structured loans
• Real estate transactions
• Employment: on-boarding and exit 
• Research and development agreements
• Joint ventures, partnership and strategic alliance agreements
• Licensing (including SaaS, bio pharma, IP)
• Management agreements
• Asset Acquisition and Divestiture