Contract Specialist

Guided U.S. and Canadian clients to clarify business goals and formulated strategies to achieve desired results.

Drafted Canadian and Delaware corporate governance documents.

Drafted a wide range of agreements, including share exchanges, debt to equity conversions, debt assignments and assumptions, director termination agreements, independent director agreements, and indemnification agreements.

Drafted agreements and plans of merger consolidating, reorganizing, and reincorporating entities to Delaware.

Advised on tender offer processes and press release language.

Drafted securities beneficial ownership statements under Section 16 and on Schedule 13D.

Identified applicable U.S. state and federal securities law exemptions for transactions.

Negotiated secured lending documentation.

Dissolved business entities.

Drafted a variety of contracts.

Served as sole in-house attorney for a medical diagnostics software and manufacturing company with multistate operations and Canadian and UK subsidiaries.

Advised directors, officers, and managers to ensure compliance with SEC, Nasdaq, Delaware corporate law, and contract law requirements and best practices.

Managed all company contracts and agreements including software licensing, OEM, vendor/supplier, employment, nondisclosure, noncompete, and indemnification agreements.

Negotiated and drafted agreements for M&A deals and securities offerings, including acquisitions of a Canadian subsidiary, public offerings of common stock (Forms S-2, S-3), private placements of preferred stock, warrants, and convertible promissory notes, secured and unsecured debt financings, acquisitions of a microbiology product line, sales of shares upon exercise of stock options (Form S-8), sales of division assets, and mergers (Form S-4).

Drafted proxy statements, annual reports, periodic and special reports (Forms 10-Q, 10-K, 8-K), and Section 16 beneficial ownership statements.

Organized and coordinated meetings of stockholders, board of directors, and board committees; drafted agendas, resolutions, written consents, and minutes.

Drafted and managed stock option plans and agreements.

Managed outside legal counsel for corporate, employment, litigation, IP, and FDA matters.

Represented issuers and underwriters in IPOs and follow-on public offerings; drafted registration statements (Forms S-1, S-3).

Drafted private placement memoranda for private securities offerings.

Drafted registration statements for stock issuances upon option exercises (Form S-8).

Drafted Section 16 beneficial ownership statements.

Drafted M&A and complex shareholders’ agreements and Delaware corporate governance documents.

Conducted due diligence document reviews for M&A deals and securities offerings.