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Summary of Experience
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Thirty+ years practicing as a business lawyer in the US and abroad.
Substantial European, Middle-Eastern, African and Asian experience since 1975.
Strong international corporate, trade and finance background.
Advise, counsel and assist CEO's and top-level management with business/legal issues.
Represent governments, financial institutions, corporations, investors, organizations.
Analyze financial, investment and business legislation.
Structure, negotiate and document: corporate, business and financial transactions.
Counsel and advise on legal and regulatory reform matters, formally and informally.
Liaison, oversight and control of foreign counsel for US clients' operations abroad.
Selected Accomplishments and Qualifications:
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- Eleven years' experience practicing in Paris, France; substantial contacts at the European Commission and with the leadership of the European bars.
- International corporate and strategic structure; world-wide market access; non-profit organizations: international counsel for European and international corporate structure and operations of non-profit organization based in London - structural, corporate, regulatory, tax and operational aspects in UK, France, Germany, The Netherlands, Hong Kong, China, US, Switzerland, Belgium.
- Telecommunications - managed and directed legal aspects of telecommunications sector restructuring and privatization for Madagascar in World Bank-financed project - French; 1998 - reviewed African statutory and regulatory provisions for world-wide satellite communications project.
- Legislative drafting - in the role of expert, managed the drafting of proposed uniform code of investment for Francophone and Anglophone West Africa, working in English and French and with lawyers, business and political representatives of ECOWAS and OHADA countries, including Nigeria, Ghana, Cameroun, Senegal, Cote d'Ivoire, Mali, Benin. The March, 2001 project was organized by the Commercial Law Development Program of the US Department of Commerce.
- Legislative and regulatory analysis and legal reform - reviewed issues for major telecom managed project: proposal of new laws, decrees and regulations, corporate re-structuring, interface with administrators, businesspersons, ministers, banks and World Bank executives; extensive contacts with international donor agencies - Madagascar telecommunications project 1994-96; numerous meetings and consultations with World Bank legal staff regarding general and specific legal reform issues in Russia, Central and Eastern Europe, Asia, Africa, Latin America and Middle East, 1992-1998.
- Foreign Investment in Africa: 1999 - Reviewed national foreign investment laws and corporate and commercial statutes, including OHADA provisions relative to multi-country railway concession project: Cote d'Ivoire, Burkina Faso and Cameroun railways with South African, Belgian, French and Irish participation.
- Privatization - consultations with Czech government officials regarding privatization of financial services sector, 1992; selected by Government of Cote d'Ivoire to intervene as privatization expert at international conference on foreign investment, Abidjan 1995; paper presented in Marrakech, Morocco at UIA Annual Congress: "Telecommunications Privatisation", 1994; Madagascar - responsible for legal aspects of telecommunications sector privatization, 1994-96; advised and assisted St. Petersburg, Russia stock exchange in privatization and restructuring, analyzed existing CIS, Russian and St. Petersburg legislation, 1990; advised and assisted with negotiations relative to Polish private sector, nation-wide acquisition of Government-owned, gasoline and petroleum products wholesale and retail distribution operations, 1993; analyzed legal framework in Poland, met with government officials and prepared documentation relative to organization and assistance of private-sector US company, with national privatization program relative to environmental treatment and fertilizer production in Poland using US composting technology; represented US insurance company relative to proposed privatization of Polish insurance companies, advised local and US promoters relative to conversion of government-owned castle into resort hotel complex.
- International Corruption - represent and advise major, international NGO relative to world-wide issues of anti-corruption; Foreign Corrupt Practices Act (FCPA) due diligence re operations in Eastern Europe and CIS, the Middle East, Africa, Latin America and Indonesia; organize seminars for client FCPA compliance; assist clients to set up internal FCPA compliance programs; active member of the American Bar Association's Special Task Force on International Standards for Corrupt Practices since 1994, participation in twenty + Task Force meetings in the US, Mexico and Canada; special advisor to the President of the International Association of Lawyers (Union Internationale des Avocats, or UIA) on international corruption issues since 1995; liaison between ABA and UIA on corruption matters; organized live satellite conference on corruption with the United States Information Agency between the US and Bombay and Delhi, India; speaker and moderator, "International Corruption", featuring Justice Department's chief FCPA enforcement attorney, representatives from Transparency International, ABA Task Force on Corruption, World Bank, and developing and developed country bar presidents, UIA Annual Congress, Philadelphia, September, 1997. Chair of Second Annual UIA Developing Countries Law Forum; moderator and speaker, "International Corruption", August, 1998.
- Aviation and aviation finance - acted as general counsel to PepsiCo Airlease Corporation, 1974-75, negotiated, drafted and documented aircraft transactions, including leveraged, operating, finance leases, conditional sales, secured transactions, sales and purchases involving large aircraft, helicopters and engines; performed legal work and provided legal advice and assistance to major US air carrier (Northwest Airlines) setting up its operations in France - 1985; provided all legal work for US entity (Aircraft Partners) established to acquire Boeing 747 aircraft -1991; worked on numerous aspects of start-up operations of new international US airline-1991, 1992; Co-Chair, 1997, 1998, 1999 and Vice Chair 2000, 2001 American Bar Association, Section of International Law and Practice, International Aviation and Aerospace Law Committee; Co-author, "1997 Year-in Review - International Aviation and Aerospace Law", The International Lawyer, Summer 1998; co-author of same reports in "1998 Year in Review", 1999 Year in Review", "2000 Year in Review"; author, "International Aviation and the Unidroit Convention on International Interests in Mobile Equipment", 1998.
- Aerospace - international counsel for US manufacturer of small LEO and GEO satellites (CTA Incorporated); advice and assistance with regard to US export control compliance; managed coordination with USTR, the White House, the Security Council, Arms Control and Disarmament Agency; Department of Defense, Department of Commerce, Department of Transportation, NASA, the Air Force, State Department, DTSA; preparation and negotiation of Technology Assistance Agreements with requisite US government agencies relative to Russian and Ukrainian joint venture projects.
- International Trade, GATT, competition law - on-going analysis of proposed and completed legislation in the US and in Europe concerning bilateral and multilateral trade issues for various clients and recommendations relative thereto; drafted unanimously passed ABA House of Delegates resolutions concerning US-EU trade relations relative to EC; represented Government of Ontario successfully in complex pricing matter and GATT Panel Decision enforcement matter involving Canadian Federal Government and the European Communities; analyzed European Community competition laws for US corporate client regarding EC predatory pricing matter involving private and governmental entities; assisted with export control of US satellites and components to be launched from foreign sites.
- Project finance - review and assistance with project finance matters on behalf of, Ex-Im Bank; strategic analysis of, and assistance with, World Bank, MIGA, IFC, Ex-Im Bank, OPIC, TDA and private banking and insurance programs and policies on behalf of various clients engaged in international project finance transactions in Poland - agricultural, energy and finance sectors, Czech Republic - financial, real estate development and technical training sectors, Indonesia - satellite and ground station construction; Russia - satellite and space launch projects, stock exchange re-structuring and financing; Ukraine - space launch projects; Mexico - representation of Eximbank for project finance projects.
- Corporation law - manage outside and special counsel on litigation, administrative legal matters, wide range of transactions; provide corporate and business advice, manage organization, assistance, drafting of all corporate documentation; acted as in-house and outside counsel for clients in domestic and international businesses relating to leasing and finance, US and international franchising, aviation, aerospace, engineering, construction, real estate, hotel and restaurant operations.
- Contracts - advise, draft, negotiate and document agreements for: international and domestic joint ventures, acquisitions, mergers, divestitures, bulk sales, purchase, sales, franchising, licensing, non-disclosure, confidentiality, non-circumvention, finders, commission, real estate development, purchase and sales, real estate leasing, construction, operating and finance equipment leasing, leveraged leases, sales of assets, employment, consulting, loans, security, partnership and shareholder, international distribution and agency.
- Joint Ventures - assisted US technology company to establish series of international joint ventures relative to environmental clean-up matters throughout Central Europe and Russia; was international counsel to US legal publishing company (InterLaw) engaged in computerization and publishing of English-language versions of all laws in Hungary, Poland, Czech Republic, Slovakia, Latvia, Lithuania, Estonia, Russia, Rumania, Ukraine, Belarus; advised and assisted US company relative to mineral acquisition transaction in Russia; represented US, Ukrainian and Uzbekhistan interests in proposed cement for agricultural products barter transaction; conceived, negotiated and managed US-UK publishing joint venture (Butterworths UK).
- Energy - represented major international US oil company (Mobil Oil) with corporate matters and agreements in French Africa: Mali, Madagascar, Tchad, Congo, Senegal, Cote d'Ivoire, Burkina Faso, Morocco, Tunisia, Algeria, Benin, Togo.
- Insurance - represented several US life insurance companies relative to acquisitions of European and Korean life insurance companies; represented US insurer relative to privatization and joint venture insurance project in Poland; was in-house counsel to international insurance group (commercial Union Group).
- Litigation - represented New England seafood company in litigating in France and the US in a series of disputes with US and French banks and French suppliers of fish; French pharmaceutical company with litigation in US; assisted French companies with immigration issues for employees in US; assisted US company with the hiring of foreign nationals into the US.
- Selected transactions - represented French companies with the establishment of operations and/or distribution of products in the US and Central and Eastern Europe. Companies included major French chemical manufacturer (Rhone Poulenc), French insert molding machinery company (PressKap) for its manufacturing, technology transfer and distribution operations in US, Russia and Poland, eyeglass frame manufacturers with sales, financing, distribution and manufacturing in the US, US distribution for French manufacturer of perfume containers, French manufacturer of luxury bath and kitchen fixtures and appliances, major French manufacturer of automobile interiors and high-tech furniture (Sommer-Allibert), principal French manufacturer of high-quality baking ovens, French brewing company, French heat transfer technology company (Spirec), French pharmaceutical companies, Belgian holding company (Sybetra); assisted US company with the sale of large trucks in Nigeria.
- General - business, policy and legal analysis of legislation, documentation and transactions involving private and/or parastatal and/or public entities contract drafting, negotiation and documentation real and personal property secured and unsecured financing U.S. and international licensing and franchising general corporate law involving U.S. and non-U.S. corporations and their subsidiaries and affiliates structuring, negotiation and documentation of international joint ventures international arbitrations bankruptcies, workouts securities law international competition and anti-trust litigation general consultant on U.S., European and international legal and business matters mergers foreign direct investment acquisitions and divestitures of US and foreign corporations environmental law financial services transnational political analysis privatizations.
- Corporate and commercial law bankruptcies and work-outs management participation functional general counsel for certain PepsiCo subsidiaries finance and operating equipment leasing computer law mergers and divestitures acquisitions general legal planning franchising international and U.S. legal matters secured and unsecured financing.
- Elections - International Election Observer (Organization for Security and Cooperation in Europe), US AID, International Foundation for Election Systems, Albanian National Elections, June 21 - July 2, 1997.
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