Litigation

• Representation with respect to litigation management – 75 files with litigation in several jurisdictions
• Representation of business owners with respect to business disputes
• Representation of plaintiffs and defendants regarding various business issues
• Representation of employers and employees with respect to employment disputes

Contracts

• Representation of a NYSE-listed company with respect to over 100 customer contracts
• Representation of a NYSE-listed company with respect to equipment lease agreements
• Representation of a government authority with respect to various real estate contracts
• Representation of a government authority with respect to vendor conracts
• Representation with respect to telecommunication service provisioning contracts
• Representation with respect to technology license agreements
• Representation of an A/R management company with respect to customer contracts
• Representation of a private company with respect to shareholder buy-sell arrangements

Employment Law

• Representation of a NYSE-listed company with respect to employment and noncompetition agreements as well as general employee issues
• Representation of a NASDAQ-listed company with respect to 2 Reductions in Force (RIF)
• Representation of former employees with respect to termination rights and discrimination claims.

Public Sector

• Representation with respect to procurement methods including Construction Management at Risk and Design Build (M.G.L. c. 149A)
• Representation with respect to requests for qualifications (RFQ) and requests for proposals (RFP)
• Representation with respect to transit-oriented developments (TODs)
• Representation with respect to ethics compliance issues (M.G.L. c. 268A) including conflicts of interest
• Representation with respect to disadvantaged business enterprise (DBE) requirements and goals
• Representation with respect to commercial real estate matters
• Representation with respect to vendor contracts including technology licenses
• Representation with respect to contract disputes/litigation
• Representation with respect to facility accessibility issues (ADAAG)
• Representation with respect to federal/state jurisdiction issues
• Representation with respect to various transportation issues

Mergers and Acquisitions

• Representation in connection with the acquisition of several businesses
• Representation of a NASDAQ-listed company with respect to the acquisition of 3 businesses that added $110 million in sales to the company

Capital Raising/Financing

• Representation with respect to a $200 million credit facility
• Representation with respect to a $150 million notes offering
• Representation with respect to a $5 million commercial mortgage loan
• Representation of a NASDAQ-listed company with respect to 16 convertible preferred stock issuances raising $20 million

Corporate Governance

• Representation of a NYSE-listed company with respect to all stock exchange filings
• Representation with respect to Incentive Stock Options
• Representation in connection with drafting and filing of proxy statements and other SEC filings
• Representation with respect to insider trading policy and procedures
• Representation with respect to document retention policy
• Representation of a NASDAQ-listed company with respect to corporate secretarial matters
• Representation of a NASDAQ-listed company with respect to stock exchange listing issues
• Representation of a private investor with respect to minority shareholder rights

THE BROWN LAW FIRM, LLC / Belmont, MA 2006-
Owner and principal attorney.

MAC-GRAY CORPORATION / Waltham, MA 2002-2005
NYSE-listed company with $300 million in sales
Counsel =>Vice President and General Counsel

• Managed all legal affairs. Directed staff of paralegals and 8 outside law firms.
• Federal law issues included compliance with the Sarbanes-Oxley Act of 2002; securities laws, particularly insider trading laws (Securities Exchange Act of 1934 sections 10(b), 16(b)), disclosure rules (SEC Regulation FD), and public filings such as SEC forms 8-K, 10-K and annual proxy statements; Hart-Scott-Rodino Act (9 acquisitions); and federal employment (Title VII of the Civil Rights Act).
• Responsible for compliance with NYSE regulations (prepared all filings).
• Managed litigation caseload of approximately 40 files on an ongoing basis. Successfully negotiated and settled contract disputes and lawsuits, generated $200,000 in income, and saved $100,000 by reducing outside counsel. Utilized diversity of citizenship to transfer litigation from state courts to federal court.
• Drafted contracts, commercial real estate leases, equipment leases, technology license agreements, employment agreements, and non-competition agreements. Provided legal guidance to department heads through issue identification/clarification and offering analysis and solutions.
• Assisted with various corporate financings.

EGLOBE, INC. / Denver, CO and Washington, DC 1998-2000
NASDAQ-listed VoIP and instant messaging company with $150 million in annual sales.
Staff Attorney => Deputy General Counsel

• Federal law matters included acquisitions (Hart-Scott-Rodino Act), convertible stock issuances, securities filings, the Telecommunications Act of 1996, and corporate governance matters. Drafted and reviewed letters of intent, definitive agreements, closing documents for eight acquisitions, and certificates of designation to finance the transactions. Prepared federal filings, including proxy statements, SEC forms 8-K, 10-K, 10-Qs, S-1, and S-1A.
• Resolved all employment discrimination issues, including EEOC matters, avoiding costly lawsuits.
• Conducted financial and legal analysis which proved instrumental in maintaining the company’s listing on the NASDAQ National Market Exchange.
• Directed two reductions in force to ensure compliance with the Worker Adjustment and Retraining Notification Act (WARN Act).

• Partner, Concord Financial Associates (capital sourcing firm), 1993-1995
• Vice President Commercial Lending, Century Bank and Trust, 1987-1993
• Co-Founder, Just Chicken, Inc. (rotisserie chicken restaurant startup), 1987-1990
• CFO, Brayco International Corp. (shoe importer), 1986-1987
• Loan Officer, Fleet National Bank, 1984-1986
• Lending Representative, National Westminster Bank PLC, 1981-1984

• Boston Bar Association
• Social Law Library
• American Association of Notaries

• B.S. (Finance), University of Connecticut (1981),
  Walter Stemmons Award for Leadership
• J.D., New England School of Law (1998),
  Cum laude, Law Review, CALI Securities Law Award, New England Scholar

• Colorado
• District of Columbia
• Massachusetts
• United States Supreme Court