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.