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ROY D. TOULAN, JR.

I am a seasoned, accomplished attorney with in house experience as general couns el and trusted senior management leader for public companies. I excel at team-b uilding and productive management in the resolution of routine, complex and un-c hartered issues. In addition, I am adept at advising in all areas of business o perations and securities law, regulatory compliance, corporate governance, inter nal controls best practices and preparing transactional and operational agreemen ts, including real estate and licensing agreements. I am applying for a legal p osition only at companies where I believe that my experience and skill set not o nly matches the requirements of the legal positions posted, but will provide sig nificant value to the company. My recent experience/accomplishments include: Managed and supervised legal and business affairs, including production, supply chain and distribution, of affiliated companies doing business in the US, China ; UK (as a Director), Middle East and Mexico, as General Counsel for a parent pu blic US food branding and marketing company. Negotiated, drafted, reviewed and managed: national distribution contract repre senting potential 300% increase in revenues for food branding and marketing publ ic company; IP licensing agreements; transactional and operational agreements; e xtensive IP licensing portfolio. Advised, guided management, negotiated and implemented the shedding of non-prod ucing assets of a public oil & gas company and the restructuring $26 million in debt, to better position the company for growth or sale; prepared and managed re sulting SEC and Nasdaq compliance and reporting. Saved an aggregate $6 million for two public companies based upon careful analy sis and contract interpretation of existing financing instruments. Served as lead negotiator and draftsman for a global settlement of complex mult i-party legal disputes involving the working interests, overriding royalties and structure of oil & gas leases, which facilitated sale of assets. PROFESSIONAL EXPERIENCE Corporate Legal Solutions, Gloucester, Massachusetts. Fall 2007 to present. Consultant providing outsourced legal services to public and private companies. From January 2008 to March 2010, served as General Counsel and Corporate Secreta ry for South Texas Oil Company, a Nasdaq listed company. Bravo! Brands Inc., North Palm Beach, Florida 2002-2007 SVP, General Counsel and Corporate Secretary for public company that developed, marketed and distributed nutritious flavored milk products, primarily for childr en, in the US, UK, China, Mexico and the Middle East. Stibel & Toulan, LLP, Boston, Massachusetts 1997-2002 Founding Partner / Attorney. Functioned, on an outsourced basis, as General Coun sel for Bravo! Brands Inc., from 1997 through 2002. Concentration in securities , real estate development and general corporate matters. Phillips & Associates, P.C., Boston, Massachusetts 1990-1997 Of Counsel. General business practice, general securities law, private placemen ts and real estate development. Toulan & Howland, P.C. , Wilmington, Massachusetts 1981-1990 Founding Partner / Attorney. Concentration in general corporate matters, securi ties, real estate and banking law.

Brown, Rudnick, Freed & Gesmer Boston, Massachusetts 1976-1981 Senior Associate. Lead litigator for general business, corporate, securities, c onstruction and employment law issues. Casey, Lane & Mittendorf, New York City 1970-1975 Associate. Litigator for general business, corporate, securities, anti-trust, c onstruction and insurance fraud cases. EDUCATION/ADMISSIONS/APPOINTMENTS JD, Catholic University of America (1970), Washington, DC AB, Providence College (1967), Providence, Rhode Island Admitted New York (1971) and Massachusetts (1977) Gloucester MA Zoning Board of Appeals (1995 2004) PROFESSIONAL OPERATIONAL AND FINANCIAL HIGHLIGHTS South Texas Oil Company, San Antonio, Texas 2008-2010 An independent oil and natural gas company engaged in the acquisition, productio n, exploration and development of oil and natural gas, primarily in Texas, Louis iana and the Gulf Coast, having estimated total proved oil and natural gas reser ves of approximately 5.1 million barrels of oil equivalent (MMBoe). General Counsel and Corporate Secretary. Sole in house counsel, with supervisory authority matters including: 33 Act fili ngs and 34 Act filings and compliance; developed and implemented corporate gover nance policies and practices; internal controls supervision; final approval of f inancing documents; Nasdaq listing and regulatory compliance; managed outside co unsel concerning securities and financing transactions and litigation. Also: Guided and advised Directors in a successful and efficient wholesale change of its management, to better position the company for external growth or sale. Advised, guided management, negotiated and implemented the shedding of non-prod ucing assets of a public oil & gas company and the restructuring $26 million in debt, to better position the company for growth or sale; prepared and managed re sulting SEC and Nasdaq compliance and reporting. As Court appointed Special Counsel, guided the company and four affiliated comp anies through a successful Bankruptcy Chapter 11, Section 363 asset sale Bravo! Brands Inc., North Palm Beach, Florida 2002-2007 Developed, marketed and distributed of nutritious flavored milk products, primar ily for children, sold under the brand names Slammers* and Bravo!* and third par ty co-branding under license agreements with Masterfoods (Mars), General Foods, Marvel Comics and Warner Bros. Senior Vice President, General Counsel and Corporate Secretary With VP Operations and CFO, spearheaded daily operations, strategic planning and implementation to restructure Companys business, financing and capitalization, including contract renegotiations with suppliers, distributors, manufacturers an d IP licensors. Collaborated with Marketing Dept. to strategize new product deve lopment, with final approval of FDA product labeling compliance, advertising cop y, and press releases.

Sole legal counsel, with authority to act on behalf of the Company in matters in cluding: 33 Act filings and 34 Act filings and compliance; development and imple mentation of corporate governance policies and practices; internal controls supe rvision; final approval of financing documents; public listing compliance; state regulatory compliance; development and implementation of Incident Response Prot ocol, as well as Intellectual Property portfolio; employment issues and complian ce with state and federal regulations. Served as designated liaison with SEC and managed outside counsel concerning securities and financing transactions, intel lectual property issues and litigation. Also: Enhanced SEC reporting accountability through proactive management of reporting processes, compliance procedures and reorganization of internal control and fin ancial reporting responsibilities. Stabilized financial standing through first-person management of 9-month SEC re view of financial reporting of embedded derivatives in companys financing instru ments from 2001 forward. Negotiated a limitation of restatements to 2004 and 200 5, incorporating summaries of prior years, and cleared all SEC comments. Managed and negotiated private financing of over $150M. Secured first to market product advantage through creation and implementation o f strategies to capture available production capacity for technologically advanc ed branded milk products. Optimized and protected branding opportunities through development and manageme nt of creation of an extensive intellectual property trademark portfolio. Improved operations through creation of a comprehensive and highly praised Inci dent Response Protocol, as well as serving as primary contact for incident respo nses. Increased sales potential through successful negotiation of legal aspects of na tional master distribution agreement with the largest non-alcoholic beverage dis tributor in the United States. Developed and implemented Company privacy policies for interactive online sales website. Stibel & Toulan, LLP, Boston, Massachusetts 1997-2002 General business practice including corporate, securities, real estate and civil litigation. Founding Partner / Attorney Primary concentration in areas of real estate, securities and general corporate practice and, including representation of commercial and residential real estate developers, corporate organization and financing, private placements and limite d public offerings; Also: Negotiated, drafted, reviewed and managed: commercial real estate leases, finan cing for commercial developments and residential sub-divisions, title opinions t o support financing and insurance, planning board presentations under sub-divisi on control laws, zoning presentations for variances and special permits. Managed and negotiated over $25M in private placements for mezzanine financings and seed monies to start up companies.

Developed expertise as a United States securities law consultant for Pacific Ri m companies seeking presence in U.S. equity markets. Successfully defended 2 multi-million dollar lawsuits, both alleging piercing o f corporate veil and civil RICO violations, and sought as a consultant for civil RICO matters.

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