Tom focuses his practice on corporate and securities law, advising clients on various legal issues such as SEC matters, going public transactions, mergers and acquisitions, registered offerings, private investment transactions, joint ventures, dispositions and general corporate matters. In addition, Tom works with foreign and domestic public companies regarding compliance with its Securities Exchange Act of 1934 requirements, including all periodic filings on various forms, proxy statements and other regulatory and filing requirements.
Previously Tom was a Senior Associate with several New York firms, and served as in-house counsel for major national entities in the healthcare and banking industries.
- Represented public and private companies with corporate and securities matters, including advising company management and its board of directors on various legal issues, Securities and Exchange Commission (SEC) registration statement filings, IPO's, reverse mergers, private investment in public equity (PIPE) transactions, rights offerings, Regulation D and S offerings, Sarbanes-Oxley compliance and blue sky filings, mergers & acquisitions, joint ventures, dispositions, Investment Company Act of 1940 matters, and general corporate matters. Advised clients on various state and Federal Bluesky filings. Preparation and filing of Form D’s with the SEC and other state bluesky filings. Representative transaction includes a private placement of over US $1 billion in common stock for a NYSE-listed company.
- Advised public foreign and domestic companies regarding compliance with 1934 Exchange Act requirements, including all periodic filings on Forms 10-K, 10-Q and 8-K (Forms 20-F and 6-K for foreign private issuers), and proxy statements, as well as, other regulatory and other filing requirements with the SEC, NYSE, NASDAQ, NYSE AMEX and FINRA.
- Reviewed and prepared responses to SEC comments in connection with the filing of registration statements with the SEC, including preparing SEC response letters and amending registration statements and periodic filings in response to SEC comments.
- Acted as general counsel and lead integration counsel for a division of international leader in medical products company. Responsible for all legal matters for its 30 domestic and international subsidiaries, including monitoring and advising on legal and regulatory compliance, including compliance with anti-kickback rules, Stark Act, and regulations, FCPA, HIPAA, and fraud & abuse issues. Implemented and monitored compliance with policies and procedures and federal, state and local laws / licensing; drafted, structured, and negotiated all commercial agreements, including confidentiality, GPO, distributor, research/clinical agreements, quality, supplier, purchase, strategic alliance, sale agreements, and terms & conditions; advised on government reimbursement issues, FDA regulations; managed litigation and supervised outside litigation counsel.
- Served as in-house attorney in the Corporate Development / Mergers & Acquisitions Group of international bank; responsible for providing legal advice and support to the bank for a wide range of complex transactions involving mergers & acquisitions, joint ventures and dispositions.
- Advised public foreign and domestic companies on internal control policies; review and comment to MD&A disclosure; responsible for implementing requirements pertaining to the Sarbanes-Oxley Act of 2002 and NYSE corporate governance listing standards in Securities and Exchange Act of 1934 filings for various NYSE corporations.; Performed corporate governance tasks, including preparation of various board resolutions; preparation and filing of formation documents; preparation and review of audit committee charter, nominating and corporate governance committee charter and code of business conduct and ethics
- Represented buyers and sellers in various asset purchases/sales, mergers, acquisitions and dispositions.. Representative transactions include an acquisition of a Hungarian drug research company for a NASDAQ-listed company, and disposition of a company that provides business and personal insurance.
- Prepared and filed with the SEC registration statements in connection with high yield debt offerings, exchange offers, shelf registration statements and rights offerings.
- Syracuse University College of Law, J.D., magna cum laude, Syracuse Law Review, Order of the Coif, 1999
- Western Michigan University, B.S., 1990
- New York, 1999
- "Implementing the new NYSE/NASDAQ Listing Standards," Client Legal Alert for DLA Piper LLP
- Hiscock & Barclay, LLP, Of Counsel
- Anslow & Jaclin, LLP, Senior Associate
- DLA Piper US LLP, Associate
- GE Healthcare - Clinical Systems, Acting General Counsel and Lead Integration Counsel (Secondment)
- Deutsche Bank AG, In-House Attorney (Secondment)