Spencer Law Firm – Business. Securities. Litigation



SHAREHOLDER RESUME OFTHE SPENCER LAW FIRMBONNIE EASTERLY-SPENCERState Bar of Texas, State Bar No. 06366100 - November 24, 1980U.S. District Court, Southern District of Texas, 1987U.S. District Court, Northern District of Texas, 1996U.S. Court of Appeals, Fifth Circuit, New Orleans, Louisiana, 1997EDUCATIONJ.D. DEGREE: Loyola University, School of Law, New Orleans, Louisiana – Graduated January, 1980.M.B.A. DEGREE: Loyola University, College of Business Administration Graduate Division, New Orleans, Louisiana - Graduated January, 1980.B.B.A. DEGREE: Loyola University, College of Business Administration New Orleans, Louisiana -Graduated May, 1976Major: Banking and FinanceMagna Cum Laude, Class Rank, 6th.ATTORNEY OF RECORDSecurities. Licensed thirty-eight years. Practice entails experience in the securities industry representing the private investor, the broker dealer, the underwriter and serving as issuer’s counsel with a specific emphasis on emerging growth companies and their first tier financing, including hedge funds.Counsel of record in numerous private financing and capital formations, with a structured plan of later public registration in the areas of intellectual property and technology, patented inventions, oil and gas companies, mining companies, restaurant chains and franchising businesses. Lead counsel on capital formation project with Wall Street underwriters to negotiate terms and develop a concurrent $75,000,000.00 NASDAQ/Bolsa Valor offering for an offshore client. Lead counsel in a major scope of work in closing and working with the SEC on the merger/acquisition of two publicly held and traded mining companies. Lead counsel for broker dealers in securities and compliance issues and have directed due diligence efforts in underwriting a $50,000,000 REIT public offering as counsel for the selling manager. Primarily responsible for contact with the SEC and the state security commissions on various registration or exempt offerings and their various comments regarding same. Lead counsel for negotiating rescission terms in a mandated rescission offering in a multistate investigation.Civil Trial. Lead counsel in False Claims Act case which the Justice Department and the Department of Education accepted which led to a request for disgorgement of $187,000,000.00. Ms. Spencer was featured in USA Today article in the abuses of the securities industry’s self-regulation and its effects on the individual investor. Won a landmark case in 1997 representing multiple securities plaintiffs in one of the largest arbitration awards for punitive damages for emotional anguish in complex bifurcated federal and arbitration proceedings. Lead counsel for a re insurer defendant in a civil RICO and an insurance bad faith class action numbering 64 defendants in U.S. District Court in the state of New York. Attorney of record for international insurance company representing all state and federal litigation in the United States including a constitutional challenge to the overbreadth of a receivership and liquidation statute in Florida. Advise and represent minority or majority shareholders, and board of director members as to their responsibilities and duties and counsel to plaintiffs and defendants in corporate litigation involving allegations of officer/shareholder fraud, minority shareholder derivative action, actions for accounting, receivership and forced buyout, mismanagement and defalcation of duties and other civil actions in the corporate/partnership arena.Criminal Regulatory. Organized and structured responses to criminal investigations by the Postal Inspector, Harris County District Attorney, IRS, Justice Department, Texas Securities Board, foreign state commissions and SEC in regards to securities fraud allegations against representative clients. Lead counsel in developing Wells Submissions and response strategy for clients involved in Securities Act of 1933, as amended and Securities Exchange Act of 1934 violations and other charges by the SEC and the Texas Securities Board and foreign state commissions. Represented individuals in prosecutory investigations and indictments for security fraud as to brokers and brokerage firms on behalf of plaintiff/clients at the local, state and national level, responded to FINRA investigation for broker dealer institutional clients and individuals, coordinated defense and appeal on constitutional issues for criminal insurance regulatory and statutory violations. Represented clients in banking and insurance fraud matters, involving civil RICO, mail fraud, wire fraud and conspiracy and assisted clients to present evidence to grand jury with possible party of interest issues.DETAILED EXPERIENCE RECORDGenerally. Shareholder in full service law firm experienced in securities matters at the state and federal level, involving a primary emphasis on emerging growth companies and capital formation for mid-level corporations in both the private and public sector, buy sell agreements, employment disputes and development of employee handbooks and procedures, securities regulation and criminal securities matters, commercial civil litigation, anti-trust, complex contractual disputes and business disputes, general corporate and partnership matters, mergers and acquisitions, complex civil securities litigation and general civil litigation of a complex nature in federal and state court. Represented both plaintiff and defendant in all aspects of corporate commercial litigation and extensive experience in complex business matters for both private and public corporations.General Corporate and Partnership Law. Familiar with the limited liability company and partnership acts and keep corporate documents and books on numerous Texas corporations and partnerships and handle routine corporate matters for private and public companies. Advise on regulatory officer and director duties at the regulatory level and for private entities.General Contract. Drafted numerous contracts involving leases, guaranty agreements, promissory notes, buy-sell agreements, broker-sales agreements, underwriting agreements, employment contracts, distributorship agreements, non-compete agreements and other general contract matters, contracts protecting proprietary information and property, trade secrets, filings for 8-K's, Forms 12b-25, Form 10Q's, 10K's, Form 8's and all other variations of these forms usual and necessary to Exchange Act reporting companies. Familiar with industry guides in regards to real estate law, oil and gas and mining extraction disclosures.Mergers and Acquisitions. Drafted closing documents for numerous corporate mergers and acquisitions, and first chair large merger and acquisition between two publicly owned mining companies. Attend shareholders meetings and closings for completion of the merger and acquisition and prepared all of the internal corporate documents and attendant federal and state filings. Lead counsel to international purchase of oil and gas software company by Chinese national company involving multiple tiers of negotiations with acquisition firm, lawyers and officers of acquiring company. Securities Arbitration. Familiar with FINRA Arbitration rules and procedure and participated in numerous arbitration matters, including FINRA Enforcement action against broker dealer client on issues of selling into a live offering for private issuer and allegations of conditioning the market. Was attorney of record for respondent as well as complainant in arbitration matters, handling both brokerage firm, broker's complaint as well as investor matters involving securities fraud, both federal and state, RICO, breach of contract, negligence, gross negligence, churning and failure to supervise.FORMER ASSOCIATIONSJenkens & Gilchrist, P.C.Kirk & Lindsay, P.C.Axelrod, Smith, Komiss & KirshbaumWeiner, Strother & LamkinSonfield & SonfieldChevron U.S.A.BOARD AND CHAIR POSITIONSFormer Certification Committee Chair, Houston Women’s Business Council, 6 yearsFormer By-Laws Committee Chair, Houston Women’s Business CouncilFormer Board Member, Board of Directors, Women’s Business Enterprise CouncilFormer Board Member National Association of Women Business OwnersFormer Member Services Chair, National Association of Women Business OwnersFormer NAWBO Delegate, Federation of Houston Professional WomenNominee for NAWBO Business Owner of the YearPROFESSIONAL ASSOCIATIONSAmerican Trial Lawyers AssociationHouston Bar AssociationHarris County Bar AssociationTexas State BarREPRESENTATIVE CASESThough not exhaustive, the following is a list of representative cases in which Bonnie Spencer was lead counsel, or part of a team of counsel, in an array of different types of successful litigation trials:Filed False Claims Act case which the Justice Department and the Department of Education accepted which led to a request for disgorgement of $187,000,000.00 from the respondent. Recovered $2,235,784.00 in a multi-plaintiff, complex securities arbitration for three Plaintiffs; attorney’s fees were approximately $463,644.00 and $100,000.00 in expenses.Lead counsel on two related cases involving approximately 95 plaintiffs in Deceptive Trade case. $500,000.00 Plaintiff settlement in ADEA (age) and ADA (disability) discrimination suit against Fortune 500 company; client recovered $300,000.00 in a 40% contingency fee agreement, expenses were $11,220.00.Plaintiffs’ award in securities arbitration totaling in excess of $370,000.00 which held the CEO personally liable for a portion of the award. Client received all of these funds.Advise Broker Dealer and Investment Adviser clients on the various public and private financing vehicles available and the regulations controlling same under both federal and state law.Developed hedge fund for investment advisory client to consolidate trading strategy for portfolio of clients.Project case manager coordinating civil, tax and criminal counsel on federal mail/wire fraud defense in potential 50 state indictment involving complex international tax issues, insurance and securities fraud, extradition from foreign country, civil trials and resulting in a $1,200,000.00 restitution and downward departure issues for sentencing to 9 months.Representation of minority shareholder in complex divorce litigation in which client held the controlling vote for board representation.Lead counsel for corporation held in gridlock by minority shareholder pursuant to shareholders’ agreement and developed strategy for sale of further stock issuance which diluted voting control.Removed $800,000.00 of contested liens against high rise commercial building for a group of Asian national clients.Closed over 164 real estate lots with major developer, U.S. Homes.Lead counsel of sale of high rise commercial buildings.Lead counsel in age discrimination litigation against Fortune 500 company.Defended majority shareholder and private company in sexual discrimination litigation.Defended majority shareholder and company in shareholder derivative action.Prepared Regulation A offering documents, all state and federal filings and respond to comment letters.Equity purchase of five corporations and consolidation of franchise interest in an L.L.C. from national franchise chain.Develop stock option and bonus compensation plans, shareholder agreements, and various corporate records authorizing same.Incorporated limited liability corporations, a C Corp, and advised others on the efficacy of the new statutory vehicles for limited liability.Settled complex Dallas, Texas anti-trust case involving Mexican national client corporation against defendant Fortune 500 company.Developed international financial products and the underlying documentation for large multi-national insurer and re-insurer client.Defended Fortune 500 company in attorney fee dispute.Defended multi-national insurer in New Jersey insurance bad faith case that led to a withdrawal of plaintiffs’ counsel and dismissal of case.Defended Fortune 500 real estate management company in age discrimination litigation with Plaintiff’s case dismissed on summary judgment motion.Large freight forwarder defense in personal injury case.Broker Dealer’s counsel in $20,000,000.00 REIT S-11 filing with the SEC.Premises liability case against Fortune 500 hotel chain.Advise Broker Dealers in SEC and State regulatory and criminal investigations.Defense of Broker Dealers in investor related disputes.Five (5) company rollup merger into L.L.C.Settled nationwide insurance bad faith class action for Insurance Company client for $60,000 on potentially catastrophic liability exposure.Prepared Wells Submission on behalf of clients alleged to be involved in violations of Section 5 of the Securities Act of 1933, as amended in case where disgorgement penalties exceeded $500,000.Assisted SEC in prosecution effort for defrauded clients against rogue broker to prepare federal criminal case against broker resulting in criminal indictment, prison term and disgorgement of client funds by employer broker dealer and the shareholder of the broker dealer. This case also resulted in the compliance officer of the broker dealer being barred from the industry for life.Settlement among several defendant freight forwarding companies who were sued by the shipper for damage on a load sent from California to Texas.Represented a client in a New York Stock Exchange investigation of his termination after his statements to his clients were in contrary to the brokerage firm’s current recommendation concerning Enron stock (pending) and prosecuted civil action against employer for wrongful termination. Case settled in favor of client.Represented multiple clients involved in real estate securities sales issues totaling approximately $45 Million in sales.Represented oil and gas refineries in investigations involving sales practices of prior officers by state regulators. ................
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