Partner, Hanson Bridgett, LLP, San Francisco – May 2011-June 2012

Shareholder, Bullivant Houser Bailey PC, San Francisco – Sept. 2009-May 2011

Partner, Duane Morris, LLP, San Francisco – May 2005-Sept. 2009

Of Counsel, Sonnenschein Nath & Rosenthal, San Francisco – May 2003-May 2005

E.V.P. & General Counsel, Groupe Domaine Scientifics, San RamonJune. 2001-Apr. 2003

Co-founded Groupe Domaine Scientifics (GDS), an intellectual property rights company, in November 2001. Partnered with U.C. Berkeley, U.C. San Diego, and the University of Toledo. Licensed ceramic armor, reinforced silicon fiber, and blast-proof glass to Bath Iron Works and General Dynamics.

V.P. of Strategic Alliances; General Counsel; & Secretary, Board of Directors; Burst.com, Inc. [NASDAQ-Small CAP: BRST], San FranciscoAug. 1998-May 2001
Responsible for all SEC regulatory filings, private placements, and public offerings, and all patent, copyright, trademark, and tax filings. Chief strategist for mergers, acquisitions, and business development. Chaired Patent and Intellectual Property Committee.

Tax Counsel, Pacific Telesis Group (PTG), San Francisco; Tax Counsel & Associate General Counsel, Nevada Bell, Reno, Nevada – Jun. 1985-Jul. 1998
Advised PTG consolidated companies – including Pacific Bell, Nevada Bell, Pacific Bell Directory, Pacific Bell Information Services, Pacific Bell Video Services, and Telesis Technology Laboratory

Senior Tax Accountant, Arthur Andersen & Co., San Francisco, CA – Jan. 1982-May 1985
Performed tax research, planning, and compliance. Handled foreign currency translation issues. Lead auditor on audit of Crocker/Midland Bank holding company prior to sale of Crocker to Wells Fargo Bank.

Deputy Public Defender, San Francisco Public Defender’s Office Jan. 1978-Dec.-1981
Criminal defense attorney for the City and County of San Francisco. Supervisor of Writ and Appellate Division. Argued before Appellate Department of Superior Court, California State Court of Appeals, California Supreme Court, and the Ninth Circuit Court of Appeals.

Academic Credentials

Gonzaga University, B.A., (History, Political Science), 1974
University of San Francisco Law School, J.D., 1977
Golden Gate University, School of Law, LL.M., Taxation Law, 1981
University of Florence (History, Political Science, International Relations)

Admission

State Bar of California, 1979
California Supreme Court
U.S. District Court, Northern District of California
U.S. District Court, Connecticut
U.S. Court of Appeals, Ninth Judicial Circuit
United States Tax Court

Memberships

American Bar Association
National Bar Association
San Francisco Bar Association
SVASE (Silicon Valley Association of Startup Entrepreneurs)
Faculty Practicing Law Institute – “Tax Accounting and Finance”

Board Memberships

Burst.com, Inc. / Corporate Secretary, 1998-2001
Composite Solutions, Inc. / Director, June 2001-December 2001
Theater Bay Area / Director, September 2005- Present
Mission Dolores – Parish Council / Member, 2005-Present
Schools of the Sacred Heart, SF – Bd. of Directors Audit Committee/Member, Sept 2012-Present

Selected Speaking Engagements & Publications

  • Netherlands Urban Wind Round Table, May 2011: Asked to moderate panel discussion that included participants from the Dutch Government, the state of California, and several U.S. federal agencies including the National Lab at Sandia and Lawrence Livermore Lab. Conference was hosted by the San Francisco Dutch Consulate.
  • Tax Executives Institute San Francisco chapter, October 2009: Requested by the San Francisco chapter to teach a CLE class addressing accountant-client privilege, its history, and its current iteration in the Internal Revenue Code.
  • Stratford Publication, May 2008: Invited by Stratford Publications to teach a continuing legal education class on attorney-­client privilege in the post-Sarbanes Oxley era. Class was presented as a Webinar.
  • National Constitutional Center, January 2007 & May 2007: Speaking engagements for the National Constitutional Center (NCC). Addressed attorney-client privilege in the corporate setting, with special emphasis on the attorney-client privilege with respect to tax matters, in January 2007; and again on attorney-client privilege, with emphasis on the work product doctrine, in May 2007. Both engagements were simulcast on radio and the web.
  • Minority Corporate Counsel Association CLE Expo, Chicago, Il – Panelist, March 2006: Appeared as a panelist on subject of “Corporate Governance Increasingly more Complex Post Sarbanes Oxley.” My specific remarks centered on “Preserving the Attorney Client Privilege in the Corporate Setting.
  • S.V.A.S.E. Silicon Valley Association of Start-up Entrepreneurs, 2004, 2005, Palo Alto, CA: Asked by SVASE to moderate panel discussion on “Care and Feeding of the Board of Directors.” This took place on November 17, 2004. Also a presenter at two additional sessions of SVASE in the first and second quarters of 2005.
  • Silicon Valley Bank, 2004 & 2005: Invited by Silicon Valley Bank, on a regular basis, to address selected technology clients regarding the formation of independent advisory boards.
  • No. Cal. Supplier Development Council Convention – Keynote Speaker, Aug. 2003: Presentation topic: “Structuring Relationships, and Tangible Steps to turn Contacts into Contracts.”
  • Global Diversity Group Business Exchange, 2002, 2003, & 2004 “Tour For Success”: Chaired and moderated panel on Small Business Development.The sponsored Tour included the cities of San Francisco, Los Angeles, Chicago, Washington, D.C., New York, Atlanta, and Houston. Subject matter included Business Basics, Business Development, Finance & Accounting, and Certification as an MBE, MWBE, and DBE for purposes of federal, state and local governmental contracting.
  • Practicing Law Institute, August 2001: Invited to join the faculty of the Practicing Law Institute in the summer of 2001 to teach Basics of Accounting and Finance. Prepared a portion of the SEC Registration and Financial Statements segment of course handbook. Taught a section called the “New Economy”.

Representative Matters M&A

  • Represented ACFN Franchised, Inc., in the acquisition of Information Sales Associates, Inc. (New York).
  • Represented KEP Technologies and Setaram Instrumentation (Lyon, France) in the acquisition of Hy-Energy, Inc. (Santa Clara, CA).
  • Represented the former Stockholders of Cellsite Industries, Inc., during the sale of their minority interest in Andrew Corporation to ComScope, Inc. (Illinois).
  • Represented Zoppas Industries, SPA (Italy & Mexico) in the acquisition of Nova Industries, Inc. (Italy/Minnesota).
  • Represented the Stockholders of Cellsite Industries, Inc. during the sale of their stock to Andrew Corporation (Fremont, CA/Illinois).
  • Represented THF Realty Corporation, a St. Louis-based real estate development corporation with a U.S./Mexican Rail Subsidiary (Mexrail) in a cross-border transaction involving the sale of 15 General Electric E60C Locomotives to the German Federal Rail Authority (Germany/USA).
  • Represented NTT Advanced Technology Corporation (NTT-AT), a subsidiary of Nippon Telegraph and Telephone (NTT) of Japan, in licensing negotiations with Eagle Wireless for the use of NTT’s proprietary mpg-4 set-top box technology (Texas/Japan).
  • Represented Burst.com, Inc. in the acquisition of Time Shift TV.
  • Represented Pacific Bell in the acquisition of two software development companies from Tandem Computer.

Litigation & Administrative Practice

  • Represented Audit Committee of AXM Pharma (AXMP American Exchange), in SEC investigation and Civil Case. At issue were foreign kickbacks in exchange for domestic U.S. contracts. The investigation resulted in restatement of earnings, Handled administrative hearings and appeals before the IRS, FCC, California PUC, California Franchise Tax Board, Nevada Public Service Commission, Nevada Department of Taxation, and Colorado Department of Revenue
  • Successfully filed applications with the FCC and California PUC to change Pacific Bell’s regulated accounting methods for tax normalization of accelerated depreciation and excess deferred tax reserves; protected $1.5-billion in deferred taxes
    Represented Burst.com in arbitration before American Arbitration Association. Obtained $1.5-million judgment against a former CEO for embezzlement; judgment resulted in finding of fiduciary fraud (not dischargeable in bankruptcy).
  • Successfully defended Burst.com against de-listing action initiated by National Association of Securities Dealers (NASD), obtaining an order and permanent stay from the Securities Exchange Commission (SEC) to keep Burst.com on NASDAQ.

Legislative Analysis

  • Advised U.S. Senate Finance Committee with respect to recent passage of Senate Bill (SB) 2190, on “Crowd Funding.”
  • Bill was enacted as part of the American Jobs Act (3/23/12)
  • Drafted Federal tax legislation on behalf of the United States Telephone Association (USTA). Draft statutory language adopted by the Congressional Joint Committee for inclusion in the capital recovery section of The 1986 Tax Reform Act.
  • Drafted statutory language adopted by the Congressional Joint Committee for inclusion in the capital recovery section of The Revenue Reconciliation Act of 1989.