ADELE C. FREEDMAN New York, NY 10017 PH (415) 794-2582 Adelef@yahoo.

com
PROFESSIONAL SUMMARY Effective and creative lawyer, collaborator and dealmaker, with over 20 years of experience guiding companies through complex, fast-moving environments. Deep expertise in mergers and acquisitions, SaaS subscriptions, licensing, corporate governance, corporate finance and investment transactions, intellectual property, employment, product development and SEC reporting. Outstanding reputation for problem solving, consensus-building and combining business objectives with legal requirements. Dynamic team player recognized for strong ethical standards and integrity. Management skills in small and large legal departments. Proven success working for companies in transition and different growth stages, and challenging the usual way of doing things. Licensed in New York and California. DEMONSTRATED AREAS OF EXPERTISE Strategic Planning Ethics & Compliance Venture Financing Product Development, Open Source compliance Corporate Governance Global Anticorruption Public Debt and equity offerings Privacy/data protection Intellectual property rights Corporate Secretary Mergers &Acquisitions SEC Reporting Employment/HR matters Licensing and distribution, including SaaS and direct

PROFESSIONAL EXPERIENCE

ANTENNA SOFTWARE, INC. Jersey City, NJ Executive Vice President, General Counsel and Corporate Secretary, 2011- 2013
Recruited to serve as companys first general counsel and to develop in-house legal and global compliance functions. Provided executive team with guidance concerning potential Initial Public Offering, including Board committee charters and governance guidelines and public company reporting requirements including Reg. FD. Established global corporate governance and business ethics compliance program. Responsible for day-to-day management of all legal and compliance matters, including business counseling, complex international transactions, licensing, product development, litigation and employment/human resources matters. Key Accomplishments Built the legal department to meet the business needs of the Company. Established corporate governance best practices, and instituted global compliance policies. Developed pro-active legal and compliance programs to support and enhance business operations and prepare for IPO. Created and implemented enterprise-wide policies, processes and systems for software licensing, regulatory compliance and open source compliance. Implemented company-wide training on data security practices and global compliance. Handled all intellectual property matters. Developed SaaS subscription agreements, terms of service and acceptable use policies, and non-disclosure agreements. Negotiated customer, partner and joint development agreements. Created and executed DMCA takedown processes. Successfully settled patent infringement litigation and other IP disputes.

Handled all domestic and international employment and human resources matters. Successfully settled employment litigation and enforced confidentiality and non-compete agreements. Identified and corrected longstanding issues with equity compensation plans and capitalization records. Completed Companys venture debt financing and bridge loan financing. Successfully completed Companys acquisition by Pegasystems Inc.

CA TECHNOLOGIES (formerly Computer Associates International, Inc.) New York,

NY

Associate General Counsel and Managing Attorney, Assistant General Counsel, 2005- 2011 Managing attorney for the $4billion leading enterprise software company. Managed the 180-person Global Legal Department, responsible for the Legal, Internal Audit, and Global Security and Asset Protection functions. Reported directly to General Counsel. Served as hiring attorney for global organization of 130 attorneys and paralegals. Identified and implemented opportunities to improve departmental efficiencies, managed departmental budget. As Assistant General Counsel, was senior legal counsel for M&A, securities compliance, treasury and general corporate legal matters. Key Accomplishments: Researched and implemented matter management solution enabling department to effectively track outside legal spending and manage expenses for the first time. Negotiated and closed over $1.5 billion of domestic and international acquisitions and divestitures. Working closely with corporate development team, prepared NDAs, assisted in identifying targets, prepared LOIs, conducted due diligence and structured and negotiated transactions, prepared board materials and resolutions for approval of transactions. Supported Corporate Treasurer. Negotiated credit facilities, public senior note issuances, banking documents for investment and cash pooling accounts and ISDA forms. Was responsible for oversight of international subsidiaries corporate governance and corporate matters, including the implementation of global corporate treasury policy and adoption of new banking relationships worldwide. Collaborated with Corporate tax department. Advised on and implemented tax planning initiatives including repatriation of foreign cash and restructuring of international subsidiaries and licenses. Assisted with SEC reporting, including preparation and filing of proxy statements and periodic reports.

EARLIER CAREER GCA Law Partners LLP Mountain View, CA Partner, Member of Management Committee, 1999-2005 Represented public and private technology companies on general corporate matters including corporate formation, employment issues, licensing and distribution agreements, securities transfers, SEC reporting and corporate governance. Handled complex transactions including mergers, acquisitions, equity financings, recapitalizations, and joint ventures. Represented investors engaged in private financings of technology, medical device and telecommunications companies. Advised directors and board committees on matters related to interested party transactions, ethical issues and conflict-of-interest matters, and compliance with securities regulations and stock market rules.

CIBC World Markets Menlo Park, CA Executive Director, 1997-1999 Provided investment banking services for software and data storage companies and contract manufacturers. Responsible for all aspects of mergers and acquisitions and public equity business, including analyzing clients, identification of target companies, due diligence, financial valuation, communicating with potential buyers and negotiating, structuring and closing of transactions. Wilson Sonsini Goodrich & Rosati Palo Alto, CA Senior Associate, 1993-1997 Corporate practice focused on public and private equity and debt transactions, M&A, and strategic investment/joint venture transactions for emerging growth companies. White & Case New York, NY and Paris, France Associate, 1989-1993 Corporate practice focused on complex debt transactions, workouts, debt restructuring and leveraged leasing. Drafted and negotiated credit and security agreements as well as documentation for leveraged buyouts, acquisition financings, project financing and other structured financing. EDUCATION Fordham University School of Law Juris Doctor, May 1989 The Honorable William C. Conner, S.D.N.Y Summer Law Clerk, Summer 1987 CORNELL UNIVERSITY, College of Arts and Science Bachelor of Arts, Government, May 1986 PUBLICATIONS Edited Calamari & Perillo, Contracts Hornbook, 1987 Co-author Raising Capital in the U.S. in International Financial Law Review, May 1995 LANGUAGES Conversational in French