LL.B, Columbia Law School, 1963
BA, College of the Holy Cross, 1960

• New York State Bar

• Represented Beam Inc. in its 2013 US$500 million registered notes offering and contemporaneous cash tender offers and redemptions for certain of its outstanding public debt.
• Represented Beam Inc. in the 2012 redemption of its publicly held US$2.67 Convertible Preferred Stock.
• Represented Glickenhaus & Co. in the 2012 transfer of its investment advisory business to Neuberger Berman.
• Represented Beam Inc. in its 2012 US$600 million registered notes offering.
• Represented Beam Inc. in its 2011 tender offer to repurchase €500 million of its public debt.
• Represented Fortune Brands in the 2011 sale of its Titleist golf business for US$1.225 billion.
• Represented Fortune Brands in its 2011 tender offer for US$1 billion of its public debt.
• Represented North American Galvanizing and Coatings in its 2010 acquisition by AZZ Incorporated by way of public tender offer and merger.
• Represented Fortune Brands in its 2009 public offering of US$400 million of notes due 2012.
• Represented Timex in its 2009 acquisition of trademarks from Marc Ecko Enterprises. 
• Represented Fortune Brands in its 2009 public offering of US$500 million of notes due 2014.
• Represented Jim Beam Brands in its 2008 acquisition of the Cruzan rum brand and distillery.
• Represented the shareholders of Parkridge Holdings in the 2007 sale of their shares to ProLogis.
• Represented Jim Beam Brands in its 2006 acquisition of distilled spirits and wine brands valued at US$5 billion from Allied Domecq and Pernod Ricard.
• Represented Fortune Brands in its 2006 offering of €800 million of notes.
• Represented Fortune Brands in its 2005 Securities and Exchange Commission’s (SEC) registered sale of US$2 billion of notes.
• Represented Fortune Brands, Inc. in the 2005 spin-off of its ACCO World Corporation office products unit and subsequent merger of ACCO with General Binding Corporation.
• Represented The LongChamp Group in its sale to Silvercrest Asset Management in 2004.
• Represented Fortune Brands, Inc. in its acquisition of Cobra Golf for US$700 million.
• Represented Fortune Brands, Inc. in the spin-off of its Gallaher subsidiary, which had a market value of US$3.1 billion.
• Represented Jim Beam Brands in the establishment of Maxxium, a worldwide distilled spirits distribution joint venture among Jim Beam Brands, Remy Cointreau and Highland Distillers.
• Represented Jim Beam Brands in the establishment of Future Brands LLC, a distilled spirits distribution joint venture in the U.S. with V&S Vin & Spirit AB, manufacturer of Absolut Vodka.
• Represented American Brands, Inc. in its sale of The Franklin Life Insurance Company to American General Corporation for US$1.2 billion.
• Represented American Brands, Inc. in the sale of The American Tobacco Company to B.A.T. Industries for US$1 billion.
• Represented Whitney & Co. in its US$685 million acquisition of Herbalife.
• Represented the management group that purchased Modern Women, Inc. and its subsequent resale to Charming Shoppes, Inc.
• Represented the Special Committee of the Board of Directors of Swisher Cigar in the going-private transaction of this publicly held company.

• Leading lawyer, mergers & acquisitions, The Legal 500, 2009-2015
• New York Super Lawyer, Super Lawyers,  2007-2009

• "ISS Updates Proxy Voting Guidelines for 2015 Proxy Season," Client Alert, November 24, 2014
• "Ninth Circuit Revives ERISA “Stock Drop” Case Post-Dudenhoeffer," Client Alert, November 6, 2014
• "ISS Proposes New Approaches to Evaluate Equity Plan and Independent Chair Proposals for the 2015 Proxy Season," Client Alert, October 21, 2014
• "Supreme Court Rejects Presumption of Prudence in Stock Drop Cases," Client Alert, July 2, 2014
• "SEC Issues Order for Partial Stay of Conflict Minerals Rules," Client Alert, May 5, 2014
• "Loss Profit Waivers: Beware of Unintended Consequences," Corporate Practice NewsWire, May 2014
• "SEC Issues Guidance on Conflict Minerals Rules," Client Alert, April 30, 2014
• "U.S. Court of Appeals Issues Ruling in Conflict Minerals Case," Client Alert, April 21, 2014
• "IRS Issues Guidance on Retroactive Application of Windsor Case to Retirement Plans," April 9, 2014
• "Deal Parties Begin Taking Advantage of New Delaware Tender Offer Rules," Corporate Practice NewsWire, November 2013
• "Separating 401(k) Plan Prospectus and Summary Plan Description May Avoid Certain ERISA Fiduciary Duty Concerns," Employee Benefit Plan Review, October 2013
• "First Circuit Holds That Private Equity Funds Can Be Liable For Portfolio Company Pension Plan Obligations," Client Alert, August 8, 2013
• "Are Private Equity Funds Liable for Portfolio Company Pension Plan Obligations? A US District Court Weighs In," Corporate Practice NewsWire, July 2013
• "Separating 401(k) Plan Prospectus and Summary Plan Description May Avoid Certain ERISA Fiduciary Duty Concerns," Corporate Practice NewsWire, July 2013
• "The Next Say on Say on Pay: Litigation," NACD Directorship, May/June 2012
• "In re Delphi Financial Group Shareholder Litigation," Client Alert, March 23, 2012
• "Fiduciary Liability of LLC Managers and Members," Client Alert, August 16, 2011
• "New York State's Marriage Equality Act: Impact on Employee Benefit Plans," Client Alert, August 15, 2011
• "Plan fiduciary action in wake of U.S. credit downgrade and global market fluctuations," Financial Regulation International, July/August 2011
• "IRS Issues Proposed 162 (m) Regulations Clarifying Rules on Deductibility of Performance-Based Compensation," Client Alert, July 13, 2011
• "Something for Everyone: 'CIGNA Corp. v. Amara'," Law.com, June 13, 2011
• "In Olson v. ev3, the Delaware Chancery Court Revisits Top-Up Options and Critiques the Appraisal Dilution Theory," Client Alert, May 9, 2011
• "SEC Proposes Rules Requiring Listing Standards Related To Compensation Committees and Compensation Consultants," Client Alert, April 4, 2011
• "Employer Suffers Loss From Amended Stock Award Agreement Despite §409A Compliance," WestLaw Business Currents, December 16, 2010
• "Delayed Effectiveness of FASB Proposal on Disclosure of Certain Loss Contingencies," Client Alert, November 1, 2010
• "SEC Proposes Say-on-Pay Rules," Client Alert, October 22, 2010
• "FASB Proposes Increased Loss Contingency Disclosure Rule," Law.com, September 13, 2010

• "New Retirement Plan Fee Disclosure Requirements: What You Need to Know and Do Now," New York, NY, May 23, 2012
• "Corporate Governance and Proxy Changes after Dodd Frank," Thomson Reuters, New York, NY, December 15, 2010
• "Risk Oversight: What Should Boards Be Doing About Risk Now?," New York, NY, October, 2010
• "New 409A Document Correction Program: What You Need to Know Now," New York, NY, February 11, 2010
• "New SEC Proxy Disclosure Rules," New York, NY, February 3, 2010
• "RiskMetrics: Policy Update and 2010 Proxy Season Preview," New York, NY, January 15, 2010
• "The Proxy Landscape for 2010: Corporate Governance and Compensation Issues," Thomson Reuters, January 13, 2010