Biography
Summary
After graduating from the University of Louisville School of Law (now the Brandeis School of Law), I engaged in general private practice for 10 years. In 1996, I accepted an offer to work in-house for a client, R.M.D. Corp., the principal business of which was developing and maintaining franchised units of an internationally-known casual dining concept. At one time the largest franchisee of that concept, at the peak of casual dining R.M.D. Corp.'s franchise group consisted of 42 units throughout Indiana, Kentucky, Ohio and Tennessee, with sales exceeding $90 million. In addition to being fun and perpetually (and frequently incredibly) challenging, my experience with RMD has been a fantastic education. All sectors of the restaurant industry bear challenges which are unique to them; and obviously some challenges (labor, food cost, supply sourcing, to name a few), pervade all sectors. At RMD, the franchised concept was itself a challenge, so that in addition to navigating the issues all casual-dining restaurants face, we constantly experienced E-ticket tests as the pioneer concept matured. I have been privileged to have an inside view.
Professional Achivements
Attorney
June 2014 - Present
General Counsel
January 2013 - Present
In December, 2012, R.M.D. Corp. and the restaurants in its franchise group consummated the sale of all of their assets. In January, 2013, my title reverted to General Counsel, and my duties have been focused primarily on winding down the systems and business of RMD and each of the entities, including:
- Working with RMD’s controller, President and staff to issue periodic post-sale communication to the seller-owners, and in preparing and making intermediate and final distributions of sale proceeds;
- After the final entity tax returns were filed, assisting seller-owners and their tax and legal advisors by providing historic investment, distribution and basis information and insight for filing individual returns;
- Overseeing the wind-down and dissolution of each business entity and component entities;
- Overseeing record retention and storage activities, and implementation of systems for same;
- Monitoring the reductions in administrative employees from 32 full-time to 1 part-time and two fulltime, including myself;
- Overseeing, advising and supporting the remaining staff in addressing the inevitable state and local final tax issues and resolving lingering vendor issues;
- Providing transition support for the purchaser's legal, operations, human resources and accounting staffs;
- Managing the disposition of assets (principally real estate) not included in the sale;
- Managing the claims and litigation which were in progress at the time of the sale, and which have arisen post-sale, as a seller’s responsibility;
- Quoting and ensuring placement of insurance for the remaining assets and employees.
In addition to my winding-down duties, I am assisting and advising RMD’s current and former principals in various legal matters, some of which are related to the former business operations of RMD and other entities in its former group; and others related to other existing and new business.
Vice-President/General Counsel
April 1996 - December 2012 (16 years 9 months)
- Corporate governance, including maintenance of minute books and other corporate formalities, optimal structuring of commercial enterprises, a variety of regulatory issues, and third-party opinions.
- Administrative and regulatory agencies including state and local retail alcohol licensing and health departments, and related statutes and regulations.
- Insurance placement and administration including risk management, self-insured retentions, evaluation of claims, and coverage issues.
- Investor relations, principally for private partnership enterprises in a variety of business entity formats.
- Litigation management, in a range of areas including commercial general liability, liquor liability, and employment practices.
- Contract negotiation and administration including vendor agreements, advertising and marketing agreements, commercial loans, leases, real estate purchase agreements, employment contracts, and franchise agreements.
- Employment practices advice in areas ranging from race, national origin and gender discrimination (including sexual harassment and pregnancy discrimination) to wrongful discharge and wage & hour, as well as garden variety employment benefits, immigration enforcement and audits, and ADA, ADEA, and FMLA issues.
- Transactions such as negotiation of stock and asset purchase agreements, due diligence management and oversight, and strategic transition planning.
Associate
October 1986 - March 1996 (9 years 6 months)
General Practice (Labor, Employment, Bankruptcy focus)
Assistant
1989 - 1990 (2 years)
Receive criminal complaints from county law enforcement
Prosecute traffic violations and misdemeanors
Represent Commonwealth interests in family and juvenile neglect cases at the District Court level.
Education
Brandeis School of Law, University of Louisville JD, Law, 1983 - 1986
Activities and Societies: Delta Theta Phi Law Fraternity University of Louisville BA, English, 1981 - 1982
Eastern Kentucky University None, English, 1978 - 1980