1020 N. University Parks Drive
Waco, Texas 76706
Neighborly, Waco, TX May 2016 - Present
Manager of Compliance – Post Termination Nov 2017 – Present
• Increase terminated franchisee financial compliance by 2,366%.
• Implement standards increasing terminated franchisee compliance with non-financial obligations to nearly 100%.
• Lead staff to enhance compliance programs.
• Engineer compliance program to increase business growth.
• Implement change management process and communicate to impacted parties.
• Collaborate with internal stakeholders and outside consultants to develop a compliance technology platform.
Senior Corporate Counsel May 2016 – Nov 2017
• Generate millions in judgments for six franchised brands, turning legal department into profit center.
• Advise executive team of $1+ billion franchise system on enterprise-driven legal issues, including franchise law, disputes, litigation, contracts, trademarks, audits, marketing, and other corporate matters.
• Partner with business to cut legal costs while increasing revenue through strategic litigation initiatives.
• Manage litigation involving non-compete agreements, trademark violations and franchise law.
• Update franchise disclosure documents in the United States and Canada.
• Design and implement technology changes to streamline systems and quality control for business partners.
• Review and analyze marketing material.
Dunnam & Dunnam LLP, Waco, TX August 2014-April 2016
• Advise boards, companies and shareholders regarding corporate governance, federal antifraud provisions, public disclosures, insider transactions, hostile takeovers and mergers & acquisitions.
• Investigate and advise shareholders about violations of state and federal securities law by analyzing quarterly and annual reports, letters of intent, merger agreements, warrants, options and other financial documents.
• Advocate for shareholder and company clients at trials and injunctions involving securities claims.
Deans & Lyons LLP, Dallas, TX March 2013-June 2014
• Managed all aspects of matters involving mergers and acquisitions, securities regulations, Sarbanes-Oxley, Dodd-Frank, proxy statements, initial public offerings and the Foreign Corrupt Practices Act.
• Argued dozens of motions to dismiss, injunctions, summary judgments, lead counsel, remand and expedited discovery for Fortune 100 client, individuals and other companies through written and oral advocacy.
• Negotiated and drafted transactions relating to real estate, non-disclosure agreements and formations of new business ventures.
Goldfarb LLP, Dallas, TX June 2010-February 2013
• Advised and advocated for board of venture-capital backed internet security company involved in stockholder dispute involving licensing agreements, financing agreements, credit facilities and investor rights agreements.
• Advocated for special litigation committee in oil and gas company shareholder derivative litigation involving self-dealing allegations.
• Trained 3 associates and 2 partners in securities law, takeovers and corporate governance matters.
Provost Umphrey Law Firm LLP / Kendall Law Group LLP, Dallas, TX March 2004-May 2010
• Researched and briefed issues for stockholder litigation involving control person liability, efficient market analysis, fraud on the market, underwriter liability and loss causation for former federal judge.
• Managed dozens of shareholder cases against Cravath, Simpson Thacher, Wachtell Lipton.
• Drafted pleadings and took depositions in Enron, Dynegy and TXU securities class actions.
• Took dozens of depositions of officers and directors from Fortune 500 companies involving takeovers and corporate governance.
• Supervised team of law clerks and paralegals in document review containing over 40 million documents.
• Defended individuals accused of fraud by Texas State Securities Board for alleged sale of unregistered securities.
Baylor University School of Law, Waco, TX 2001-2004
Baylor University, Waco, TX 1996-2000
Bachelor of Business Administration, Entrepreneurship
PROFESSIONAL ASSOCIATIONS AND MEMBERSHIPS
• President, Federal Bar Association Dallas Chapter,
• Chair, CLE & Professionalism Committee, DAYL, 2008-2010
• Abner V. McCall Inn of Court, Waco, Texas
• Life Fellow, DAYL Foundation, 2008-2010
• Member, College of the State Bar of Texas, 2008-2010
• Best Lawyers in Dallas, Securities Regulation & Enforcement, D Magazine, 2014
• Texas Super Lawyer, 2010-2015
• Texas Bar Foundation Fellow
• Top 40 under 40, The National Trial Lawyers, 2014
• Top 100 Trial Lawyer, Civil Litigation, The National Trial Lawyers, 2015
PUBLISHED WORKS & SPEAKING ENGAGEMENTS
• Speaker, Ethical Issues in Social Media, Judge Abner V. McCall Inn of Court, February 9, 2016
• Speaker, Proposed Changes to Federal Civil Procedure Rules, Federal Civil Practice Seminar, Federal Bar Association—Dallas Chapter, January 16, 2014
• What Every Young Lawyer Should Know About Legal Writing, Dallas Association of Young Lawyers, March 10, 2010
• Speaker, What Every Young Lawyer Should Know About Alternative Dispute Resolution, Dallas Association of Young Lawyers, September 8, 2009
• Moderator, Dallas Judges Discuss Do’s and Don’ts of Discovery, Dallas Association of Young Lawyers, July 24, 2008.
• Author, Pleading Scienter After Tellabs, 32 DALLAS BAR ASSOCIATION HEADNOTES 1, Feb. 2008
• Author, Class Certification in the Fifth Circuit After Oscar, 35 SECURITIES REGULATION LAW JOURNAL 382, 2007
• Author, Proving Fraud on the Market in the Fifth Circuit, TEXSUPP (2007), available at http://www.texsupp.com/2007/01/13/proving-fraud-on-the-market-in-the-fifth-circuit/
Securities Class Action Litigation
• In re Enron Corporation Securities, Derivative & “ERISA” Litigation, MDL-1446 (S.D. Tex.) (Fraud class action against UBS due to its positive recommendations of Enron stock while concealing kickback scheme)
• Abdulla v. Canadian Solar, Inc., et al., Court File No. C-710-10 (Ontario Superior Court of Justice) (Company failed to have adequate internal controls or comply with GAAP. Global class action certified under Ontario Securities Act after similar case was dismissed in the United States.)
• Rines v. Heelys, Inc., Civil Action No. 3:07-CV-01468-K (N.D. Tex.) (Securities class action involving initial public offering under Section 11 of the Securities Exchange Act of 1933)
• Schwartz v. TXU Corp., et al, Cause No. 3:02-CV-2243-K (N.D. Tex.) (Company concealed earnings decline which was caused by deteriorating gas pipeline and European operations. Lawsuit under Rule 10b-5 of the Securities Exchange Act of 1934 led to $149 million settlement in addition to corporate governance reforms and new independent directors)
• Ryan v. Flowserve, Cause No. 3:03-CV-01769-B (N.D. Tex.) ($55 million settlement achieved after Fifth Circuit reversed district court’s denial of class certification)
Selected Merger & Acquisition Related Litigation
• In re Rural Metro Corporation Shareholders Litigation, C.A. No. 6350-VCL (Delaware Chancery Court) (Trial against financial advisor for financial analysis of buyout based upon contingent financing. Combined settlements and damages trial resulted in $100 million fund for stockholders)
• Youdall v. Encana Corp., et al., Cause No. 342-2744894-14 (Tarrant County, Texas) (Buyout litigation for Athlon Energy shareholders. Settlement resulted in: (1) reduction in termination fee from 3.5% to 1%; (2) elimination of matching rights for Encana; and (3) filing of SEC Form 14D-9 supplementing material disclosures to proxy statement relating to forecasted EBITDA and past negotiations between companies).
• In re Gardner Denver Shareholder Litigation, 8505-VCN (Delaware Chancery Court) (After former Gardner Denver CEO joined private-equity firm KKR, he disclosed confidential floor price for buyout of Gardner Denver. Settled for $29 million.)
• Wetzel v. Karol, et al., Case No. CC-06-18562-B (Dallas County, Texas) (obtained restraining order which led to a competitive bidder and a 26% increase in shareholder compensation, from $827 million to $1.12 billion)
• In re Burlington Northern Shareholders Class Action Litigation, No. 348-241465-09 (Tarrant County, Texas) ($26 billion buyout resulting in material disclosures in amended proxy statement)
Selected Shareholder Derivative Litigation
• Levine v. Geswein, et. al., and Diebold, Inc., Cause No. 2010-CV-03848 (Stark County, Ohio) (Company issued accounting restatements resulting in $49 million fine to SEC. Derivative settlement resulted in new independent director and $39 million benefit to corporation)
• Richardson v. Schmidt, et. al., and Sun River Energy, Inc., Nominal Defendant, Cause No. DC-12-06318 (Dallas County, Texas) (Derivative lawsuit enjoining insider transactions. Settlement resulted in improved corporate governance measures and removal of certain directors)
• In re Affiliated Computer Services Derivative Litigation, Master File No. 3:06-cv-1110-M (N.D. Tex.) ($30 million recovery for company from officers and directors engaged in stock options backdating after defeating defendants motion to dismiss and to stay litigation)
SELECTED REPORTED CASE
• Alaska Elec. Pension Fund v. Flowserve Corp., 572 F.3d 221 (5th Cir. 2009)
RESEARCH & TEACHING INTERESTS
Securities Regulation, Mergers & Acquisitions, Complex Litigation, Civil Procedure, Franchising, Securities Law: Public Compliance, Venture Capital Transactions, Private Equity