General Corporate Practice
Representation of diverse publicly held and private start-up and established businesses ranging in size up to $3 billion sales annually.  Specialize in general corporate practice with emphasis on health care and computer businesses, corporate reorganizations, mergers, and acquisitions.

Tax/Corporate
Representation of various entities in activities relating to corporate reorganization and strategic planning for offering new products and/or services in both the for-profit and non-profit sectors.  Development of compensation systems for motivational and reward purposes including deferred compensation planning, stock options, phantom stock plans, and pension plans.  Coordination of joint venture and public and private offerings for numerous companies.

Mergers and Acquisitions
Experience in this area involves acquisitions and divestitures of numerous companies in the computer software, health care, insurance, chemical dependency/behavioral health, food processing and defense industries.

Computer Law
Performance of general counsel duties for various internet and software firms including domestic and international licensing, marketing and distribution networks.  Such work includes joint venture development and marketing agreements with Fortune 100 companies, development of all licensing and distribution contracts, and protection of the intellectual property rights of such clients.  Also, significant experience in representation of end-users in negotiation of software development and/or licensing agreements.

Health Care
Representation of HMO’s, TPA’s, indemnity insurers, behavioral health providers and nursing homes, as well as certain physicians and physician groups.  This work has included the formation, qualification and/or acquisition and divestiture of HMO’s, TPA’s and insurance companies, together with contract design and negotiation of provider and customer contracts for these entities.  Significant transactions also involved financing representation, including joint ventures, private placements and public offerings.

Practice activities included those detailed above under Brink & Brink, Ltd. while heading the corporate area of practice.

              Practice

1985-1989     Corporate Counsel
Practice activities included those detailed above under Brink & Brink, Ltd.

1981-1985     Tax Counsel
Concentration on tax planning practice dealing in compensation systems, corporate and partnership tax planning.  Tax litigation practice involved representation of clients in state and U.S. tax courts on various income and sales and use tax issues including a favorable U.S. Tax Court decision in the case of Allan et. al. v. Commissioner of Internal Revenue which received national attention as to the character of the realization of income and the tax benefit rule.

Firm Management Activities

Performed major firm recruitment activities for the recruitment of partners, associates and summer clerks throughout the U.S. to assist in the establishment and growth of both regional offices and its main office.  Developed a long range marketing plan for the business department.  Integral involvement in the development of the firm’s computing needs including word processing, accounting/ billing and management information systems.

Organized and lead the legal department for Citicorp’s credit insurance subsidiary, including obtaining qualification in all requisite states.  Performed legal duties in the areas of credit insurance, bank-holding company, and consumer credit.