VICKI L.

RANDALL
129 Ross Valley Drive, San Rafael, CA 94901
(415) 785-4687 (home) (415) 305-8033 (cell)
vrf0a30e@westpost.net
PERSONAL STATEMENT: When seeking a General Counsel, you want to find someone who
has a broad knowledge of many issues, is highly organized and has the experienc
e of building a legal team to best support and protect your company. This is som
ething I excel at and have done three times during my "in-house" career. There a
re business risks in any situation or agreement and I am an expert at working wi
th my non-lawyer colleagues to assess what their threshold for risks are while c
ounseling them on the best approach to take in any given situation.
SUMMARY AND KEY ACCOMPLISHMENTS:
Summary: General Corporate Counsel and Commercial Lawyer with public and privat
e company experience.
Key accomplishments:
* Negotiating large and small commercial agreements with vendors, suppliers, and
Chinese contract manufacturers
* Advisor to small-cap consumer product good companies on product design, financ
ing and marketing strategies
* M&A: Dreyers' acquisition by Nestle acquisition (S-4, Divestiture and Put Exer
cise);
* S-1: Extricity IPO
* Sarbanes-Oxley compliance; creation of legal business practices and procedures
.
EXPERIENCE:
Moose & Wallaby Consulting, Inc. PRESIDENT, February 2007 - Present:
Consulting advice to small business, including Social Media Marketing and produc
t innovation and design:
* Michelle Ciel Designs: Product development of fashion forward and sustainable
accesories
* Pie Digital, Inc.: General legal advice
* Lotus Foods: Social Media advice and services through Social Jumpstart
* The Boardwalk Group: Business and legal advisor regarding investment in and r
aising money for small cap CPG companies
* Various CPG companies: Business and legal advisor
* Jamba Juice Company: In-house refranchising counsel and project manager for r
efranchising initiative
* BYOIC LLC: Managing member of design, manufacturing and consulting company of
CPGs, including the BYOIC ice cream carrier distributed by Zak Designs
Hanson Bridgett LLP PARTNER /OF COUNSEL - BUSINESS SECTION, July 2006 -
Jan 2009:
* Outside General Counsel for CoolBrands International (public company). Activit
ies included negotiation of sale of 2 major assets, corporate secretary, review
and negotiation of major supply contracts.
* Represented movie special effects production company in sale of business
* Outside General Counsel for technology start-up company and delivery company
Dreyer's Grand Ice Cream, Inc. ASSOC. GC DREYERS AND GC HaAGEN-DAZS SHOPPE C
OMPANY, Feb 2002 - April 2006:
* Commercial: Negotiate and draft all agreements; create new forms for use by a
ll function groups; oversee management of one attorney and three paralegals
* Intellectual Property: Manage trademark and patent portfolio; liaison with Ne
stle's international IP group
* Litigation: Assist GC with litigation matters
* Brand Compliance: Manage paralegals for compliance with FDA and FTC for label
s and advertising
* Haagen-Dazs Franchise GC: Oversee work of franchise attorney for the Haagen-D
azs Franchise business
* Corporate: Manage and supervise all SEC filings (including compliance with Sa
rbanes-Oxley), state filings and compliance with corporate governance policies
* M&A: Nestle acquisition (managed S-4 and Put exercise filings); assist GC in
antitrust matters; training of sales, marketing and operations teams in antitrus
t, FTC and protection of intellectual property
Mahi Networks, Inc. GENERAL COUNSEL AND CORPORATE SECRETARY, May 2001 - F
eb 2002:
* Corporate: Secretary; Stock Option Plan Administration; state filings
* Contracts: Created forms and database; all negotiations
* Intellectual property: Managed patent portfolio
* Financing: Lead negotiator with investors and Board of Directors in Series C
financing
* Employment: Managed all other employment related matters
Extricity, Inc. VP AND GENERAL COUNSEL, August 1999 - May 2001:
Extricity was a leading provider of B2B software products that was acquired by P
eregrine Systems, Inc. stock-for-stock deal, with a deal value of approximately
$240 million as of closing. Responsibilities included:
* Corporate: Secretary; Stock Option Plan Administration; state filings; compli
ance with applicable state and federal securities law
* Licensing and Contracts: Drafted and negotiated all license and service agree
ments and negotiated all other agreements for company; created contract database
* Intellectual Property: Managed trademark registrations and created and manage
d company policy for trademark and copyright usage
* Financing: Instrumental participation in closing of two Preferred rounds of f
inancing; member of the "pricing committee" and revenue recognition team
* Litigation: Managed all litigation matters
* International: Managed international operations, including establishment of s
even foreign subsidiaries
Previous Experience:
Bronson & McKinnon LLP ASSOCIATE ATTORNEY - GENERAL BUSINESS GROUP
* Lead responsibility in 6 major M&A deals including complex acquisition of a te
levision station in Oklahoma and Hertz' acquisition of Big 4 rents
* Represented start-up investment bank which specialized in advising owners of l
arge car dealerships in the sale of their dealerships to the large auto consolid
ators
MCI Telecommunications Corporation ASSOCIATE COMMERCIAL COUNSEL
Bianchi, Engel, Keegin & Talkington CORPORATE; REAL ESTATE AND GENERAL LITIG
ATION
Pillsbury Madison & Sutro CORPORATE TECHNOLOGY GROUP
EDUCATION:
Juris Doctor - University of California, Hastings College of the Law (1992)
* Admitted to California Bar (Bar No. 161319)
Bachelor of Science with honors (Environmental Studies) - University of Californ
ia, Berkeley
PERSONAL:
* Executive Certificate in Sustainability Management, Presidio School of Managem
ent (2008)
* Past Board Member of Presidio School of Management and Financial Women's Assoc
iation (501(c)(3) (2007-2009)
* Co-inventor of two consumer products: BYOIC ice cream carrier and e-reader Rai
ncoat
* Qualified for Olympics Trials - Marathon - 1984 Olympics (2:45)