PRACTICE AREAS

·         General corporate counseling

·         Securities

·         Banking and bank regulations

·         Corporate acquisitions and divestitures

·         Commercial lending

·         Real estate transactions

EDUCATION

1957–    Juris Doctor 
Illinois Institute of Technology
Chicago-Kent College of Law

1951 –   Bachelor of Arts
Lake Forest College

EXPERIENCE

Represented issuers and their guarantors in private borrowings from banks and insurance companies; represented issuers in public borrowings on senior, subordinated and junior subordinated levels, domestically and in Eurodollar borrowings; represented issuers of equity securities, both common and preferred, in both public and private transactions; responsibility for and counseling regarding compliance with the Securities and Exchange Act of 1934 and state securities regulation, periodic and other compliance filings and preparation and dissemination of proxy materials and holding of stockholders meetings; represented underwriters in offerings of tax exempt municipal bonds.

Counseled and represented bank holding companies in acquisitions of major banking subsidiaries and sale of banking subsidiaries; represented bank holding companies in their non-banking acquisitions and de novo opening of offices, subsidiaries and activities, and in mandated divestiture of non-banking related subsidiaries; responsible for compliance reporting with federal and state banking authorities for bank holding companies.

Represented purchasers in numerous acquisitions and divestitures involving banking, commercial finance and industrial companies. Total acquisitions in which the acquiring company was represented number more than 40; total divestitures number more than 20.

Represented lenders, both banks and commercial finance companies, in numerous secured lending transactions including leveraged leases of aircraft to commercial air carriers, and of railroad cars, computer equipment, nuclear power plants, and a hotel; accounts receivable lending transactions; factoring of textile operations and timber and lumber companies, and lending against inventory, machinery and equipment, real estate and other collateral, and representation of franchisees, insurance companies, manufacturers and other suppliers in matters involving use of letters of credit, international shipping documentation and participation and other transactions among banks, and general corporate affairs.

Represented mortgage bankers in variety of arrangements involving office buildings and industrial, shopping and residential developments, and both sellers and purchasers in similar facilities, including representation in zoning, condemnation and distress sale matters.

Counseling of U.S. parent companies in formation of foreign subsidiaries and entering into joint ventures in all western European and many Far East jurisdictions; formation of an Austrian bank and compliance with German and Austrian banking regulations; formulation of loan documents for foreign commercial lending and factoring companies. Representation of major furniture manufacturer with manufacturing, assembling and sales facilities in Italy, France and Germany; compliance with Foreign Corrupt Practices Act; labor negotiations involving French unions, negotiating and drafting purchasing and sales agreements; negotiation and preparation of transnational sales contracts; negotiation of international shipping arrangements.

Testified before committee of U.S. House of Representatives (Bankruptcy Reform Act) and legislatures of Florida and Tennessee (usury and interest rates); drafted commercial finance and loan legislation for Mexico, drafted proposed amendment to banking regulations of Bundesaufsichtsamt of Germany; drafted proposed banking legislation for consideration by Senate and House of Representatives committees.

Administered a corporate Law Department of 43 lawyers and eight paralegals in 10 offices in the U.S., Mexico, France, Germany and Italy.

PROFESSIONAL MEMBERSHIPS AND ACTIVITIES

Illinois State Bar Association.

American Society of International Law

CIVIC MEMBERSHIPS AND OTHER AFFILIATIONS

EMPLOYMENT
 

Fioretti & Lower Ltd., of counsel: since January, 2007.

Kane & Carbonara, Ltd., of counsel: March, 2004 -January, 2007 (Firm dissolved).

Berger, Newmark & Fenchel, P.C., of counsel: January, 2003 - March, 2004.

Michael, Best & Friedrich LLC, Partner: March, 1990 - December 31, 2002.

Chadwell & Kayser, Ltd.: Member of the Firm, October, 1985 - January, 1989; of counsel, February, 1989 -March 1990 (Firm dissolved).

Walter E. Heller & Company (later, Heller Financial, Inc.) and its parent, Walter E. Heller International Corporation (later, Amerifin Corp., now liquidated), 1967- 1985. Heller Finance Companies sold to Fuji Bank, January 1985; Amerifin Corp. sold banking subsidiaries to First Chicago Corp., September 1985.

Senior Vice President, Secretary and General Counsel of Walter E. Heller & from 1973-1985, and Vice President, Secretary and General Counsel of Walter E. Heller International Corporation (1973-1985) and its other subsidiaries, Walter E. Heller Industries, Inc. (1973-1985) and American National Corporation (1974-1985).