University of Denver - Sturm College of Law

University of Iowa

Vice President, General Counsel & Secretary at The ONE Group Hospitality, Inc.

Greater Denver Area

- Member of the Executive Leadership Team•	Secretary for Board and Committee Meetings•	Strategic legal counsel for global leader in vibe dining under the brands of STK Steakhouse and Kona Grill:o	Manage corporate governance matters, drafting of Board and Committee minutes and written consents, manage board compensation;o	Review all SEC public company filings (10-K, 10-Q, 8-K, Proxy and ownership filings), press releases and corporate disclosures;o	Manage all restaurant licensing, liquor licensing and compliance;o	Support development activities for new restaurant leases and international licensing and management agreements;o	Support all real estate activities, including lease amendments and landlord correspondence;o	Support technology, software and hardware procurement;o	Support distribution, procurement and supply contracts; ando	Support marketing, social media and digital agreements  and event contracts.•	Assist HR with legal employment issues, and draft employment and severance agreements •	Manage litigation, appellate transactions and dispute resolution•	Oversee insurance portfolio, including insurance renewals and broker selection

The ONE Group Hospitality, Inc.

Vice President, General Counsel & Secretary

Lucky's Market is a natural and organic grocery and my role as General Counsel includes the following functions:•	Member of the Executive Leadership Team •	Drafted and negotiated $75 million private placement financing•	Drafted and negotiated term loans and lines of credit in the aggregate of $250 million•	Responsible for strategic legal counsel for all aspects of the company’s natural and organic grocery operations including: (1) all corporate governance including internal corporate reorganization of 12 subsidiary mergers; (2) all real estate transactions, commercial retail leases, retail ground leases and property acquisitions and dispositions; (3) all creative and media licensing and marketing contracts; (4) all technology software and hardware procurement contracting•	Manage all litigation, mediations and dispute resolution•	Responsible for risk management and insurance portfolio•	Oversee licensing and compliance paralegal and litigation paralegal•	Oversee risk management personnel•	Manage roll out of FDA menu regulation compliance

Lucky's Market

General Counsel

National CineMedia, LLC operates the largest digital in-theatre network in North America and has annual sales of $427 million.  In my role as General Counsel I am responsible for the providing the following services.•    Provide legal counsel and oversight for all aspects of NCM LLC including, multi-million dollar national advertising sales agreements and multi-year network affiliate agreements, creative and media operations, IT licensing agreements, and alternative content licensing agreements.•    Significant interaction with board of directors, including preparing written consents, managing board compensation and SEC compliance.•    Provided legal assistance to Chief Financial Officer in connection with 2012 issuance of $400 million in 6% Senior Secured Notes and 2011 issuance of $200 million in 7.875% Senior Notes.•    Review and assist with preparation of SEC public company filings and member of Disclosure Committee.•    Prepare and monitor the annual legal and facilities budget.•    Manage legal aspects of litigation, dispute resolutions and collections. •    Manage intellectual property portfolios, including managing outside counsel.•    Conduct company-wide compliance review and training for all intellectual property licensing.•    Prepare and revise privacy policies and terms of use for mobile and online products, including social media policies. •    Manage attorneys and paralegal in the legal department.

National CineMedia, LLC (NCM)

Executive Vice President & General Counsel

At ENRGI, I was responsible for providing legal counsel  for all operational aspects of the company including: procurement and manufacturing; information technology; real estate; marketing and franchising/licensing. ENRGI had annual sales of $413 million. I acted as Interim General Counsel from October 2009 until February 2010 and was responsible for the following:•    Providing legal counsel on corporate governance issues and was acting Secretary for all board and committee meetings;•    Reviewing all SEC filings and corporate disclosures from a legal perspective; •  Managing $1.1 million legal department budget;•    Providing strategic legal counsel for annual operating plan for 2010 and other legal and business risks;•    Managing legal department of an attorney, two paralegals and legal assistant; and•    Received President’s Award for Q1 2010.As Associate General Counsel, I was responsible for: •    Drafting and negotiating all operational agreements; •    Drafting, negotiating and managing all aspects of asset sale transactions; and•    Creating legal forms and agreements and trained employees on use of legal forms. •    Reviewing of all SEC filings;•    Drafting and negotiating  all new and amended retail leases for company-owned stores.          -   Reduced outside legal fees for real estate by approximately 40% in 2009.•    Drafting and negotiating all purchase and manufacturing contracts for direct and indirect procurement, including:        -   Multimillion dollar beverage agreement and manufacturing supply agreement;        -   International manufacturing distribution agreement; and•    Managing all non-HR disputes including claims resulting in litigation and arbitration

Einstein Noah Restaurant Group, Inc.

Associate General Counsel

At StillSecure, I was responsible for everything legal, including:•    All corporate governance and legal compliance activities including Board of Directors matters, stock option administration, Export and FCPA;•    Drafting and negotiating accounts receivable line of credit with Silicon Valley Bank;•    Managing all HR and Facilities functions and personnel, including legal and facilities budget;•    The legal aspect of all corporate transaction including, inbound and outbound software licensing transactions, OEM agreements, standard sale documents, end user license agreements, service and support agreements, statements of work, and purchase order forms;•    Drafting and negotiating outsourcing agreements with offshore development companies; and•    Developing open source software compliance program and training for engineers.

Latis Networks, Inc. (d.b.a. StillSecure)

I worked at StorageTek, which was acquired by Sun Microsystems in 2005 and had the following responsibilities while working for these two companies.•  Lead in-house merger and acquisition counsel for StorageTek in connection with:      o  $4.1 billion Sun acquisition of StorageTek; and    o  StorageTek’s asset acquisition of SRM software company.•  One of five hand-selected members of StorageTek Integration Team and co-lead for legal department integration for Sun acquisition.•  Chief Counsel to Sun Storage Group’s engineering business unit.      o  Responsible for drafting and negotiating in-bound technology licenses with component suppliers, OEMs and resellers, completing product due diligence reviews, and managing supplier and customer disputes within the business units.•  General Counsel for StorageTek Division of Global Accounts and Informational Lifecycle Management Solutions business units (2005 sales revenue of more than $300 million).     o  Responsible for drafting and negotiating global out-bound OEM, reseller and customer agreements, technology transfer agreements, and strategic in-bound technology agreements.•  Provided legal counsel to Executive Management Team members on significant legal matters.•  Developed and implemented open source software compliance program.•  Awards:    o  Recipient of prestigious Peak Performance Award recognizing outstanding contribution in negotiating strategic distribution agreement; and    o  “Going the Distance” Award and “Outstanding Communications” Award – Legal Department 2006

Sun Microsystems (which acquired Storage Technology Corporation)

Requisite Technology

NetLibrary

While an associate and senior associate with Holme Roberts & Owen, I work on the following transactions and projects:•  Corporate transactional and securities experience relating to public and private equity offerings, public debt offerings, mergers, stock purchases and dispositions, asset sales, bank financings, commercial transactions, SEC reporting and compliance.•  Drafted transactional documents for merger, stock and asset purchase and sale agreements, securities offering memoranda, SEC registration statements and other general corporate agreements;•  Negotiated material terms of transactional documents with opposing counsel;•  Managed associates and paralegals on a transactional basis;•  Drafted general corporate documents including shareholder agreements, investor rights; and agreements, operating agreements, corporate resolutions, incorporation documents and bylaws.

Maria Woods