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 the legal department into a profit center.
• Advise the 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 the 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 the 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 a 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 the Ontario Securities Act after a 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. A 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. The 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 the 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 the 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 the 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 the 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