MacKenzie K. Phillips

Background

About MacKenzie K. Phillips

PUBLIC COMPANY REPRESENTATIONOversee and advise management on compliance matters under SEC rules, NYSE/NASDAQ listing standards, Sarbanes-Oxley requirements and other corporate governance rules and regulations. Review and/or prepare all SEC filings, including Form 10-Ks, Form 10-Qs, Form 8-Ks, proxy statements, Section 16 filings and registration statements. Assist with the Board function and other matters relating to corporate governance; draft board minutes and maintain corporate records, including organizational documents; oversee general corporate recordkeeping and subsidiary maintenance. Assist with oversight of the legal function, including managing budgets and related costs to ensure effective use and deployment of both inside and outside legal resources.M & AAdvise clients in connection with stock and asset acquisitions and sales, mergers, tender offers, proxy contests, recapitalizations and reorganizations. Draft and negotiate merger, stock purchase, asset purchase, and related agreements. Coordinate due diligence review and analysis for buyers and sellers. CORPORATE FINANCEAdvise companies and underwriters in connection with public and Rule 144A offerings of debt and equity in the United States and Europe. Draft registration statements, prospectuses, private placement memoranda, and other offering materials. Prepare and negotiate various agreements, including underwriting, indentures, registration rights, and ancillary agreements. Advise public companies on compliance with securities laws and the preparation of related filings. Coordinate due diligence review and analysis for companies and underwriters.COMMERCIAL TRANSACTIONS/PROCUREMENTAdvise clients in connection with procurement in the acquisition and purchasing of software, hardware, telecommunications, IT, consulting and professional services. Draft and negotiate software license, professional services, nondisclosure agreements and similar documents relating to procurement process.