General Counsel or Corporate Counsel or Corporate Attorney or In

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General Counsel, Corporate Counsel, Corporate Attorney, In-House Counsel, Attorney, Associate General Counsel, Compliance Officer, Privacy Officer with 15 years experience looking for a Executive position.

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RICHARD WINSTON 2512 North Rosemont Court, Wichita, Kansas 67228 Cell: 484.356.5581 * Home: 316.558.8169 * E-mail: [email protected] CORPORATE COUNSEL Public and Private Company Representation * Corporate Governance * Risk Manageme nt * Complex Transactions * Finance Transactions * Mergers and Acquisitions * T eaming Arrangements * Litigation Management * E-Discovery *Corporate Compliance * Technology * Management of Outside Counsel * Negotiation and Business Managem ent EXECUTIVE SUMMARY Entrepreneurial, results-oriented General Counsel and Business Executive with ov er 15 years extensive experience analyzing, structuring, negotiating and closing sophisticated commercial transactions. Responsible for the legal affairs of Ko ch Business Solutions, LP and Koch Supply Company, LP at Koch Industries. Previ ously served as General Counsel of Navidec, Inc., a publicly held software and I T services company and Associate General Counsel roles at the General Electric C ompany, the largest global in-house corporate counsel system. Leadership and ma nagement of cross functional teams, attorneys, paralegals, contract compliance a dministrators and staff. Legal representation of management, senior executive l eadership team and the Board of Directors. Repeatedly selected to represent com pany interests in key business relationships and in a public relations capacity on the Boards of community nonprofit organizations. CAREER HISTORY and SELECT ACCOMPLISHMENTS KOCH COMPANIES PUBLIC SECTOR, LLC, Wichita, KS 2007 - Present Koch Industries, Inc. is the second largest privately held company in North Amer ica $120 billion (revenue) and a diverse group of companies in commodities, ener gy and derivatives trading, petroleum, chemicals, fertilizers, forest and consum er products. SENIOR COUNSEL, CORPORATE AND COMMERCIAL Practice focuses on legal risk management and counseling for both the shared ser vices company that provides information technology services, telecommunications services, human resources services and financial services globally for all Koch companies and the strategic sourcing and procurement company for goods and servi ces company wide, as well as representation of the parent company in internation al trading, credit support and large asset transactions. Primary representation in the areas of information technology and licensing transactions, mergers and acquisitions, corporate finance, corporate compliance and general corporate law. Serve as Secretary to the Boards of Directors for both companies, and on thei r compliance committees. Represented the company in acquisition of human resource services company doubli ng its revenue, adding two regional offices, increasing headcount 40%, and reduc ing global costs by $15MM per annum post closing. Represented the company in complex merger of real estate service companies inclu ding recapitalization of new corporate entity, transfer of large multi-state rea l estate portfolio and key real estate license assets. Researched, drafted and implemented company wide data privacy, foreign encryptio n use (EAR / ITAR), model agreements, transactions involving domestic and intern ational data privacy and HIPAA compliance. Structured, negotiated and closed joint venture with sole supplier of animal hus

bandry products and services for emerging high end game hunting resort industry. Advised Treasury & Fund Management Group on private placements, hedge funds, inv estment management and banking agreements, as well as investment modeling softwa re agreement. AJILON LEGAL, Washington, D.C. 2006 - 2007 Sole practitioner and legal consultant to law firms including: Gibson, Dunn & Cr utcher; Skadden, Arps, Slate, Meagher & Flom; and McKee Nelson, LLP in e-disco very projects, taxation, financial auditing and corporate law. CONTRACT COUNSEL AND PROJECT MANAGER Led teams of firm associates, contract attorneys, economists and paralegals in c omplex e-discovery projects. Researched and drafted legal memorandums and super vised briefing senior executives for depositions. GENERAL ELECTRIC COMPANY, Wayne, PA 2002-2006 GE TFS/Modular Space's business of leasing, selling and financing transportation equipment, IT relationships, satellite based asset tracking services and new pr oduct initiatives. Company had approximately $3 billion (assets) and $1.2 billi on in revenue from equipment sales and financing. ASSOCIATE GENERAL COUNSEL Reduced liability exposure to certain Environmental Health & Safety claims by 98 % through development and implementation of an asset inspection program includin g industrial hygienists and building trades contractors. Represented company in $33 million modular building project for U.S. Army in rec ord 142 days time period (including oversight of internal audit and investigatio n of contractor compliance with applicable agreements and the Defense Federal Ac quisition Regulations to final negotiation and settlement). Represented company in $43.5 million sale of 3,730 Modular assets, negotiations, documentation and closing. Designed and implemented process to make 180 equipment leasing offices compliant with the U.S. Patriot Act. Oversaw internal investigation in Mexico regarding FCPA matters, including engag ement of Mexican legal counsel analysis and final resolution in accordance with all applicable laws and company policies. General Counsel and Secretary, GE Access, Boulder, CO 20 02 Largest channel sales distributor for Sun Microsystems in North America and earn ed over $4 billion in revenue. Managed legal risk and contractual relationships with over 400 value added resel lers (including Navidec, Inc.); Counsel and member of Executive Committee for Distressed VAR's and account workouts. Awards / Certifications: Chairman, Growth Council represented all lawyers in GE Equipment Services divis ion on the GE Growth Council at Global Headquarters, Fairfield, CT Annually Selected Top 20% of GE Executive Management Team Green Belt Certification Six-Sigma NAVIDEC, INC., Greenwood Village, CO 1999-2002 Publicly held software development and network integration services company. App roximately $35 million (revenue) including a wholly owned automotive sales/leasi ng dot com subsidiary. (Company reorganized and dissolved in 2002.)

GENERAL COUNSEL Served as first General Counsel to rapidly growing software development, value a dded reseller and IT professional services company. Counsel to transaction team that sold DriveOff.com subsidiary to Microsoft/Ford joint venture ($26 million), Negotiated and managed relationship with U.K. joint venture partner in the Europ ean auto services industry. Managed SEC compliance including federal securities law, exchange regulations an d outside counsel. Advised company in secondary securities offering, including negotiation of engag ement terms. with investment banking and financial advisory firms. Served as Secretary to the Board of Directors, advised Board on matters involvin g institutional investors; Served as senior management liaison with India based IT consulting companies and advised Human Resources department on employment and visa compliance issues. FRANCHISE, DISTRIBUTION and RETAIL LAW EXPERIENCE WAFFLE HOUSE, INC., Norcross, GA / FRANCHISE COUNSEL 1992-1999 CHECKERS DRIVE-IN RESTAURANTS, INC. Atlanta, GA / GENERAL COUNSEL Directed all legal compliance for franchise sales disclosure, and all due dilige nce for transactions with affiliated franchisee companies for a privately held f ranchise restaurant company with over 1,200 locations and approximately $750 mil lion in annual revenues.. Drafted and oversaw the preparation of the first Uniform Franchise Offering Circ ular and brought company into compliance with FTC, state franchise and securitie s laws. Represented company in C-level relationships with largest franchise affiliates ( 40% of system-wide sales). InnerCityFoods (and its predecessors) were franchisees that became a subsidiary of Checkers, a $200 million (revenue) public company in franchise food services. Served as first General Counsel and directed a staff of four in the legal, real estate and human resources departments with full P&L responsibility. (Company w as bought out in 1996.) LAW FIRM EXPERIENCE ARRINGTON & HOLLOWELL, P.C. / WEEKES & CANDLER, P.C / ASBILL, PORTER, CHURCHIL L & NELLIS, Atlanta, GA / SR. ASSOCIATE 1985-1992 Three boutique law firms in the Atlanta area Senior Associate practicing general corporate law, franchise law, municipal fina nce and securities, private equity and real estate transactions. (All three firm s were successively acquired by larger law firms and/or merged out of existence by the early 1990's.) EDUCATION Vanderbilt University, School of Law, Juris Doctor (JD) 85 19

University of Michigan, Bachelor of Arts in Communications and Political Science (BA) 1982 BOARDS OF DIRECTORS Communities in Schools of Wichita/Sedgwick County, Inc. The Wichita-Sedgwick County Historical Museum Association of Corporate Counsel, DELVACCA 06 2010-Present 2010-Present 2004-20

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