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General Counsel Chief legal officer and Secretary of (company name here), a NASDAQ traded, multinational pharmaceutical outsourcing company that provides process research and development and contract manufacturing of active pharmaceutical ingredients. Responsible for all legal matters, including acquisitions, commercial transactions, intellectual property protection, intellectual property licensing, SEC reporting, oversight of litigation and claims, internal compliance and employment issues. Responsible for all corporate secretarial matters, including advising Board of Directors and preparation of annual meeting materials and corporate minutes. Position reports to the Chairman and Chief Executive Officer. Managed all aspects of the legal affairs of a privately held online product company, including contract negotiations, financing activities, corporate governance, employment matters, intellectual property management, and litigation. Developed and managed legal practices and procedures, including the creation of standardized sales, licensing, consulting and confidentiality agreements. Trained and advised staff with respect to business and legal concerns in such standardized agreements. Involved in all aspects of the company's corporate and business development, including evaluating, structuring and negotiating strategic business relationships. Advised executive officers in connection with the company's proposed initial public offering and proposed private equity financing. Together with COO and EVP of Business Development, principally responsible for all aspects of the financing process, including selection and management of financial advisors, preparation of management due diligence presentations, drafting of the registration statement and private placement memorandum, and negotiation of financing related agreements. Advised executive officers with respect to fiduciary duties and corporate governance matters. Maintained all Board minutes, resolutions, consents and related governance documents. Managed patent infringement litigation brought by competitor of the company and structured and negotiated proposed settlement and favorable licensing arrangement. Manage all aspects of the company's legal affairs. Design and implement legal strategy to add value to the enterprise. Identify acquisition candidates based on product, technological and cultural fit. Perform transaction analysis and due diligence including financial and metric modeling. Structure and negotiate acquisition terms, manage transaction process and participants (e.g., investment bankers, attorneys and accountants). Lead capital raising efforts as point of contact with venture capital investors and bankers. Responsibilities include legal, business development and operations. Sourced, structured and closed strategic financing deal within 3 months of starting. Restructured seed financing, implemented employee stock option plan, insurance and group health benefits. Revised business plan and model and redefined company strategy and communications. Structure and negotiate online / offline partnerships such as (company names here). Develop, manage and update licensing, production and other forms on PC network; educate and advise staff regarding business and legal points in use of forms; stay abreast of industry and legal developments. Anticipated, analyzed and addressed the variety of legal issues confronting the company, including, but not limited to issues of corporate law and governance, healthcare law such as matters relating to physician due process, confidentiality and patient care, intellectual property and contractual relationships by working closely with legal and other colleagues. Analyzed, drafted and negotiated contractual arrangements, including, but not limited to agreements concerning tax exempt and taxable lease and debt financing, software licensing and maintenance, equipment acquisition, institutional affiliations, clinical trials and technology transfer. Prepared and revised corporate bylaws and provided in-service education on topics including corporate compliance, contract negotiation, informed consent, advance directives and the scope of nursing practice. Management responsibilities included creating a Legal Affairs Department structure, implementing a departmental computer network (including selecting and implementing a corporate secretary application and identifying a matter management application), and developing departmental budgets and job descriptions. Manage all legal activities, including initiating and supervising litigation and business negotiations on behalf of the corporation and its subsidiaries. Advise the corporation in the development of business strategy decisions, including potential acquisitions, equity transactions and vendor and supplier relationships. Primary attorney responsible for business matters arising under (name of one of the company's divisions here). Negotiation and drafting of numerous Joint Venture Agreements, License Agreements, Stock Purchase/Sale Agreements, Asset Purchase/Sale Agreements, Marketing Agreements, Manufacturing Agreements, Clinical Study Agreements and Research and Development Agreements. Managed three lawyers and associated staff. Member of small group of attorneys responsible for assisting all sectors of the Company on acquisitions/divestitures, strategic licensing matters and joint ventures. Also responsible for securities and other corporate matters. Managed three lawyers and associated staff. Serve as corporate/securities counsel with a strong transactional bias. Current duties include representing internal electronic business incubator in connection with spin-offs, joint ventures, venture capital investments and legal/securities issues related to development of proprietary Internet portals. In addition, advise on a wide variety of corporate and securities issues (including issues unique to bank affiliates) in connection with underwriting activities in the debt capital markets. Transactions include commercial paper dealership, private placements, public finance (municipal) issues, registered (public) offerings of debt and equity securities, emerging market issues (including registered and Rule 144A offerings of debt and equity securities) and global offerings (both public and private) of securities. Additional duties include advice with respect to Company as an issuer - universal shelf, MTNs, structured deposits, exotic preferred issues, etc. From time to time, provide advice to various business units with respect to merger and acquisition matters, debt restructurings, credit and equity derivatives, structured products and special purpose vehicles. Corporate and Securities law group. Responsibilities include all financings, all public disclosures, substantial mergers and acquisitions, various shareholder and corporate matters and special projects material to the company.
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