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Biography

Ed counsels businesses in transitional situation. He balances business results and mitigation of legal risks, concentrating his practice on helping clients with asset monetization, business expansion, mergers and acquisitions, and capital transactions. Ed has a great depth of experience in corporate governance matters for public and private companies. Ed has a particular background with corporate compliance programs, including their creation and improvement, by providing training, counseling, assessments and investigations, involving programs targeted at international trade and anti-corruption.

Ed’s experience also includes supply chain and commercial agreements, software licenses, finance, and equipment leases. He represents a broad array of national and international clients with concentration in the fields of advanced manufacturing, IT and life sciences, sales and distribution and hospitality and gaming industries.

Experience

Legal Work Highlights

Mergers & acquisitions involving privately-held entities (buyer and seller).

Corporate compliance program development, training, assessment and investigations.

Corporate and board governance matters.

Supply chain and commercial agreements.

Mergers & Acquisitions Work Highlights

Sale of contrast media company to large public health care company.

Representation of public company in corporate venturing transactions and subsequent governance matters.

Acquisition of rubber company by U.S. subsidiary of a Chinese publicly traded company.

Platform acquisition and subsequent roll-up transaction for one of the largest distributors of fluid power products in the country.

Acquisition and redevelopment of resort complex including two hotels, casino and championship golf courses.

Comprehensive review and assessment of risks in 33 global sale agreements for a manufacturer and recommendation of risk mitigation; and dozens of private company asset purchase transactions.

Compliance/Governance Work Highlights

Advising director of public company regarding obligations.

Advising independent directors of public company in connection with a conflict transaction.

Implementation of compliance programs for clients in the health care and manufacturing industries.

Creation of a government contracting compliance program for health care claims administrator.

Numerous risk assessments regarding trade and export control restrictions.

International investigation regarding diversion of funds resulting from phishing email.

Investigation regarding allegations of financial statement misrepresentations for U.S. subsidiary of Japanese public company.

Investigation regarding allegation of products diverted to embargoed country.

Investigation regarding employee embezzlement for large privately held company.

Other Info About Ed

Education

Law School

Indiana University, McKinney School of Law, J.D., 1991, summa cum laude

Undergraduate School

Wabash College, B.A., 1988

Clerkship

Ed served as a clerk for the court and judge below:

Southern District of Indiana, Sarah Evans Barker

Bar Membership

Ed is licensed to practice in the following state:

Indiana, 1991

Recognition

Local & National Recognition

Certified Compliance and Ethics Professional (CCEP)

40 Under 40, Indianapolis Business Journal (2005)

Who’s Who in Technology, Indianapolis Business Journal (2002)

Selected for inclusion in Best Lawyers in America®

Selected for inclusion in Indiana Super Lawyers®

Professional Affiliations

Professional Affiliations & Memberships

American Bar Association, Business Law Section

  • Chairman of the Corporate Compliance Subcommittee
  • Participant in “Short Form Model Acquisitions Agreement” taskforce
  • Contributor for Indiana in “Multi-Jurisdictional Survey of Governance of Financially Distressed Entities”
  • Contributor to Working Group to Draft Human Rights Protections in Supply Contracts

Indiana State Bar Association

Indianapolis Bar Association

Society of Corporate Compliance and Ethics

Business Ethics Indiana, Member

Presentations

Ed has been invited to speak at the following events:

October 2019: 2019 Bloomberg Law In-house East Conference: co-panelist on “The Investigations Team: Skills and Talent”, in New York

September 2019: Health Care Compliance Association: co-panelist for “Whistleblower Case Study”, in Indianapolis

September 2019: SCCE 18th Annual Compliance and Ethics Institute: co-led a panel about “Same but Different: How to Effectively Manage Your Third Party Corruption Risks Globally”, in Washington, DC

August 2019: Bloomberg Law: co-led a webinar on “Internal Investigations” for 300 attendees

February 2019: Loyola University Chicago School of Law Compliance, Ethics & Enterprise Risk Management: A Dialogue Symposium: co-led a panel about “What Boards Need to Know From Compliance Officers and Risk Officers”, in Chicago

January 2018: Risk and Compliance Magazine Roundtable “Impact of Automation on Compliance Programmes and Systems”

June 2017: Ethisphere: 5th Annual Latin America Ethics Summit: one of the Keynote Speakers on “Challenges in Latin America Compliance: Risk vs. Reward”, in Miami

March 2017: Organisation for Economic Co-operation and Development (OECD): 2017 Integrity Forum, “Offsets in Public Sector Procurement: Tools for Economic Development or Avenues for Corruption?” (one of the 25 winning papers), in Paris

June 2016: Ethisphere: 4th Annual Latin America Ethics Summit: “Due Diligence Concerns during Merger and Acquisitions”, in Sao Paulo

December 2015: National Business Institute Seminar Speaker: Handling the Sale of a Business, in Indianapolis

October 2015: American Society of International Law: Inaugural Anti-Corruption Workshop, “Evolution of Anti-Corruption Statutes in Latin America”, at the Wharton School of Business, Philadelphia

Major Publications

Ed is an author of the following publications:

September 2019: co-authored chapter “Labor and Supply Chain Practices”, for the American Bar Association’s The Lawyer’s Corporate Social Responsibility Deskbook Practical Guidance for Corporate Counsel and Law Firms

June 2019: co-authored the law review article “The Business Case for Lawyers to Advocate for Corporate Supply Chains Free of Labor Trafficking and Child Labor”, for the 2019 American University Law Review

March 2017: The FCPA Report: “No Good Deed Goes Unpunished?  Possible Unintended Consequences of Enforcing Supply Chain Transparency”

September 2015: The Wall Street Journal Morning Risk Report: “For M&A Risks, Add Cyber to Bribery,” mentioning “Importance of Risk Management Due Diligence in M&A Transactions”