General:  Graduated from Empire College, School of Law in June, 1999 as valedictorian (first in overall GPA in class of 30).  Took and passed the California bar exam in July, 1999.  In February, 2000, opened solo-practice law office emphasizing business law, drawing on my 36-year career as business executive and owner, with emphasis on negotiating, structuring and documenting complex transactions in securities, mergers and acquisitions, IPOs, venture capital and intellectual property.

Representative Clients and Matters: 

Real Estate Partnership — dissolution; partition or property; division of assets.

Foam Container Manufacturer — acquisition of competitor

High-Tech Internet Name Registrant — defense of “cybersquatting” suit; profitable sale of disputed Web site address

High-Tech Wiring and Equipment-Installation Contractor — financial consulting and restructuring

Value-Added Hardware/Software Integrator — trade-secret theft litigation

Winery Consultants — negotiation and settlement of fee dispute.  Federal Court

Satellite TV Installer — sale of business

Auto Repair — purchase financing, due diligence and deal documentation

Trucking Partnership — partners' dispute

Insurance Agent — breach of non-compete clauses, trade secret misappropriation.  Federal Court

Newsletter Publisher — copyright opinion and business-concept consultation

Equipment Owner — unlawful conversion of assets.  Federal Court

Business Investor — breach of contract by business borrower; fraudulent transfers

Real Estate Syndicator — opposing counsel disqualification for breaches of confidentiality

Canine Training Franchisor — general business and financing services

Business Start-Ups/Incorporation of Proprietorships (more than 10) — incorporation, bylaws and inter-promoter agreements

Employment History: 

1997-2000: Certified Law Clerk, Office of Sonoma County Public Defender (clinical education program while a full-time law student at Empire College, Santa Rosa)

1992-1999: Director, Santa Fe Southern Railway, Santa Fe, NM.  This is an 18-mile short-line railroad providing freight and passenger service to the city of Santa Fe.  I am a co-founder and part owner, and during the company's earlier years was active in day-to-day management.

1990-1996:  President, Director and Chief Operating Officer, Northern Nevada Railroad Corporation.  NNRC re-opened, extended and operated a “mothballed” 150-mile railroad line to provide rail service to a reopened copper mine.  In 1996, the mine was acquired by Broken Hill Proprietary, the Australian conglomerate, which subsequently purchased the railroad as well.

1984-1992:  President and owner, Eureka Southern Railroad, precursor of the Northwestern Pacific Railroad between Willits and Eureka, California.  I acquired this line in a leveraged transaction from Southern Pacific to forestall its abandonment and restore operations.  In 1992, the line was acquired by North Coast Railroad Authority, a public agency, and operator of the NWPRR.

1981-1983:  Investor and manager, Iowa Railroad Co., Des Moines, Iowa.  I arranged and managed the preservation and restoration of service on 500 miles of former Rock Island Railroad trackage in Iowa and Illinois upon the RI's liquidation in bankruptcy.

1979-1981:  Vice President, PLM, Inc., a financial services company specializing in tax-oriented investments in railroad equipment.  My responsibility area was expansion of company into new business areas including acquisition of short-line railroads and leased-equipment residuals.  I participated in preparing then-novel SEC S-1 registrations for rail equipment management contracts.

1978-1979:  Full-time consultant to Itel Corporation, Rail Division.  Assignments in new-business development and integration of acquired businesses into corporate structure.

1975-1978:  Director of Equipment Planning, Western Pacific Railroad Company

1974-1975:  Business Manager and part owner, Freedom Train Project, Inc., an ad-hoc business organized to construct the “Freedom Train” as part of the 1976 Bicentennial celebration.

1962-1974:  Various positions with Southern Pacific Company in San Francisco and Roseville, California, ranging from Brakeman through Senior Transportation Analyst, an internal consulting position in the executive department.  Primary responsibilities included long- and short-term planning of SP's freight car acquisition and maintenance programs, including internal rate-of-return, revenue (marketing) and tax aspects of purchasing and repair-vs.-replace programs.

Education:

B.S.E. (Industrial Engineering), The University of Michigan, Ann Arbor, 1961
M.B.A., The University of Michigan, Ann Arbor, 1962
J.D. degree from Empire College School of Law on June 6, 1999; cum laude; valedictorian; member of Empire moot court team placing 5th statewide in 1999 Traynor Moot Court competition.

Professional Affiliations: 

American Railway Engineering Association
Sonoma County Bar Association
Practising Law Institute (New York)
Marin County Grape Growers' Association
Vintners Club

Languages: I am reasonably good with German.

Special Abilities: I am an excellent writer; my experience includes two years as editor-in-chief of University of Michigan's student engineering magazine. I am skilled at conceptualizing, drafting, researching and negotiating contracts, financings, and business deals of all kinds.  I have built (and maintain currently supplemented) an extensive personal library of books and treatises on business and securities law.  I am computer literate and familiar with the usual software (and hardware) used in law and business.  I am careful, thorough, detail-oriented, intense and precise in my approach to law.

I am a wine lover and amateur grape grower and winemaker.  I founded and operated Yerba Buena winery in the 1970s (California Bonded Winery BW-4803, long ago sold) and have another vineyard and winery project “in the works” at my home near Tomales in western Marin County.