Curriculum Vitae

Sr. Corp. Counsel - M&A & Commercial Transactions

HCL America, Inc.

Feb. 2022 — Present | New York

 

Interim Corporate Counsel  

A+E Television Networks 

Dec 2021 – Feb 2022 | New York

 

Interim Deputy General Counsel  

Integrated Dermatology Group 

Jul 2021 – Nov 2021 | New York

 

Interim General Counsel

Group C, Inc.

Jun ‘19 – Jun ‘21 | Mt. Vernon, NY

 

Commercial Attorney

Hilton Legal Group

Jan. 2012 -- Feb. 2022 | New York

  • Senior In-House Counsel, working directly with the General Counsel, on various multinational mergers and acquisition deals, negotiating and drafting Stock Purchase Agreements, Asset Purchase Agreements, closing documents and certificates, escrow agreements, NDAs, LOIs, term sheets and other required documentation, and performance of due diligence reviews for preparation of diligence memoranda.

  • Oversee and direct internal team and outside counsel for domestic and foreign jurisdiction deals.

  • Negotiate and prepare various commercial and licensing transactions involving large corporate partners, such as IBM, Cisco and others.

  • Devising internal governance and compliance rules and policies.

    Notable highlights include:

    • Originate and develop new Non-Transmutable Instrument technology for deal closure and efficiency.

  • Drafted and revised documents for Corporate Finance & Fundraising and Mergers, Acquisitions & Other Deals valued up to $400M.


  • Reported to the General Counsel.

  • Created M&A due diligence and suite of agreements for acquisition of dermatology practices around the US, valued up to $20M. Evaluated and advised on risks, revised and refined business terms based on negotiations, and finalized closing packages. Prepared post-deal memorandum for internal business stakeholders.

  • Created operations documents, including for employment, business associates and other transactions and partnerships; reviewed in-house EHI licensing contracts.

    Notable highlights included:

    • Created employee credit card program and membership materials.

  • Executed consolidation and restructure of $50M+ revenue group, working with President and CFO to consolidate under a holding company, develop operations budget, reassign and transfer of assets and services, realign departments and employees, and create corporate strategy. Created private equity arm and created SPV for outside investor pools. Built legal department, including contract management protocols and playbook, and interdepartmental standards and practices.

  • Negotiated and closed investments into diversified industries, including $10M equity acquisition of cloud merchant system and $35M joint venture in robotics.

  • Closed M&A deals for expansion of business territories, negotiated partnerships, and prepared general transactional agreements with vendors, consultants, contractors, government agencies, partners and customers, involving procurement, distribution, licensing and sublicensing, leasing and subleasing and supply chain.

  • Managed outside litigation and IP counsel and other service providers such as accountants and plan administrators; implemented internal governance with CFO and other internal organization structures and policies, developed and implemented employee policies and evaluation procedures, and oversaw worker and tax audits.

    Notable highlights included:

    • Delivered deals with companies, such as PepsiCo, Coca-Cola, Arizona Beverage Co., Nestlé, Mars, Inc., Starbucks, Red Bull, Twinings, Amazon, JP Morgan Chase, Morgan Stanley, American Express, NYCDE, Aramark, and other major brands.

    • Optimized acquired merchant platform partner’s GDPR and other cyber security policies, including data supply chain standards and Quality Control audits.

    • Sourced deals and established with CFO a standard for evaluation and review of investment opportunities for newly formed private equity arm.

  • Corporate and litigation attorney, representing startups, small businesses, early stage companies, private equity investors, SFOs, directors and officers.  Industries served include blockchain and cryptocurrencies, FinTech, real estate acquisition and lending, internet and software technology and development, employment, SaaS, crowdfunding, product-based companies, mining and metals, foreign agriculture, weapons sales, marijuana, private institutional lending, venture capital, real estate investment and securities.

  • Advise on, Negotiate and prepare commercial and business transactions involving various areas of software, hardware, manufactured products, blockchain, cryptocurrency, IP and media. Types of deals include capital markets, finance, private equity, banking and trading, real estate investment, debt and debt financing, strategic partnerships and M&A. Major deals involved such groups as Time Warner, EchoStar, Cablevision, Proctor & Gamble, Nokia, Samsung, and Motorola. Successfully negotiated and closed $140 million oil purchase, $20 million dori bar acquisition, $17 million film investment, $12 million private mortgage loan, and $4 million institutional loan, among others. Also prepared Reg D filings and offering documents, and prepared Reg A+ filings and offering documents (mini-ICO).

  • Providing advice and risk analysis on business transactions, corporate governance, business operations [re]structures, shareholder relations and disputes, agendas, and liaise between board shareholders and executive teams; intellectual property representation, working with companies and outside counsel on patent applications, examiner challenges, BPAI/PTAB appeals; litigation counsel and litigation support in matters concerning commercial transaction, derivative actions, contract disputes, copyright litigation.

  • Advise clients on issues involving Cyber Law, such as the DMCA, eCPA and CAN-SPAM.

  • Litigation and appellate counsel to companies and individuals in state and federal courts, including US Supreme Court. Litigate matters such as derivative/shareholder disputes, copyright, contract disputes, and alternative dispute resolution (including FINRA and NAFTA arbitration).

  • E-Discovery project management and development, including facilitating and formulating cost effective and legally defensible preservation and collection strategies, retention policies, legal hold procedures and litigation readiness programs; researched and evaluated emerging technologies.

  • Of Counsel relationships.

  • FINRA Arbitrator

FINRA

Arbitrator

May. 2014 -- Present | Greater NY Area

  • Reviewing pleadings, oral arguments, and documentary and/or testimonial evidence to render decisions on disputes between investors, brokers, and companies.

 

General Counsel

Gold Frontiers, LLC

Feb 2015 -- May 2019 | Maine

  • Legal leader for FinTech company providing top-down legal guidance on all matters including enterprise sales contracts, cyber security, IP (patent, trademark, copyright and trade secrets), KYC compliance, investment, internal governance, and all other common legal topics related to financial technology and startups.

Special Counsel

Law Offices of Paul C. Cavaliere

Jan 2010 -- Jun 2012 | New York

  • Work with principal as litigation and business attorney, servicing clients on a diverse array of issues, including business operations, negotiating and drafting transactional agreements, employee and executive incentive programs, joint venture agreements, procurement contracts, and M&A; corporate litigation counsel in state and federal court on contract disputes; international dispute resolution under NAFTA.

General Counsel, Co-Founder

ICE Innovative Technologies

Jan 2006 -- Mar 2010 | New York

  • Drafted all corporate governance and legal compliance documents, including formation documents, by-laws, stock option plan, and company policies; drafted and negotiated all commercial, investment, consulting (NC/ND), vendor, e-commerce, licensing and service agreements;

  • Negotiated all partner and client deals with MSO, brand, advertising and film/TV production/broadcast entities, such as Digisoft.tv, Time Warner, Cablevision, EchoStar and Proctor & Gamble.

  • Liaised between board and technical teams to facilitate technical and business operations and goals.

  • Drafted all patent documentation in cooperation with outside counsel for submission to USPTO, including patent applications, response to office actions and appeals.

  • Designed interactive television platform, internet marketing platform, and supporting commerce transaction system for both.

  • Designed systems for adaptive conversion to accommodate mobile platforms.

  • Structured and oversaw alpha, beta and final product development, including drafting product specifications and development proposal.

  • Structured operations and market goals and designed corporate mission statement.

  • Business development, including negotiated strategic partnerships with groups such as Digisoft, Time Warner, Cablevision, EchoStar, Armstrong Cable, Procter & Gamble, DFJ Gotham, Columbia Capital, AMC Networks; etc.

  • Project and team manager, managed technology development, investor presentations, company communications strategy and goal implementations, and corporate strategy planning.

  • Presented to and negotiated investment with venture capital groups and angel funds.

Sole Practitioner

Antony Hilton, Esq.,
Attorney at Law

Mar 2003 -- Apr 2006 | New York

  • Represented entertainment professionals and companies tech startups, software developers and platform services, IPTV, Venture Capital groups and entertainment companies, and not-for-profits. 

  • Duties included negotiating and drafting agreements for private placement, M&A, IP divestitures, licensing, SAAS, and distribution agreements for companies involved in software development, software platform services, IPTV. Other

  • work product included corporate formation, governance documentation (including operating agreements and bylaws), employee/executive contracts, stock purchase agreements and option plans. 

Principal

AH Consulting, LLC

Oct 2001 -- Apr 2003 | New York

  • Represented entertainment companies for finding, negotiating and closing financing on various genre projects involving a-list stars, such as Hilary Swank and Michelle Rodriguez.

  • Assembled offering documents and corporate organization.

 

Benjamin N. Cardozo School of Law

Juris Doctorate

1998 -- 2001

George Washington University

Bachelor of Business Administration, International Business

1993 -- 1997