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KOREEN A.

RYAN
Chicago, IL 60610 USA Email: karyan@rcn.com Cell: 312-480-1908 SUMMARY: Accomplished attorney with 20 years of diverse experience across industries. 12+ years C-suite experience and trusted advisor. Comprehensive domestic and international legal experience handling broad range of securities, compliance, corporate, regulatory, litigation, employment, contract, marketing, advertising and intellectual property matters in-house, private practice and in government. Excellent reputation for providing quality, practical advice to quickly address business needs while minimizing legal risk. Strong business acumen combined with solid legal judgment to proactively manage risk. Effective negotiating skills and outstanding ability to identify, analyze and creatively resolve complex issues to promote the business and generate revenue. CORE COMPETENCIES SEC Filings & Corporate Securities Transactions Jointly responsible with Controller to ensure appropriate SEC disclosures (modified 10-Ks, 10-Qs and 8-Ks) to investors (Empire) Lead responsibility to ensure that company prepared and filed SEC Forms 10-Q, 10-K, 11-K and 8-K filings, and filed Section 16 Beneficial Ownership filings on Forms 3, 4 and 5 (Enesco) Reviewed and/or drafted proxy statements, Forms 10-Q, 10-K, 11-K, and Section 16 Beneficial Ownership filings on Forms 3, 4 and 5 (MCD) Assisted in researching and drafting legal advice for executive officers and Board of regarding securities law compliance relating to executive compensation and perquisites, broad-based equity benefits, prohibited loan compliance under Sarbanes-Oxley, insider trading and short-swing profits regulations (MCD) Drafted with CEO Form S-8 Shelf Registration Statement for $3 Billion offering (InCapital) Representing Legal in a tri-part team (worked with the Controller and the HR Director), rolled out companys first broad-based equity compensation plan; drafted with Finance the companys first periodic reports on Forms 10-K, 10-Q and Def 14A; prepared and filed Section 16 Beneficial Ownership Forms 3, 4 and 5; prepared and filed Rule 144 sales reports (Metris) Corporate Governance Held executive officer position as Corporate Secretary in three entities (Empire, Enesco and TWG)in such capacity, participated in Board and Audit Committee meetings; drafted minutes and resolutions (Empire); prepared Board and multiple committee books; drafted minutes and resolutions (Enesco, TWG) Investor Relations Working with Controller, set up companys first protocols for investor calls, script, and Q&A; selected and hired Chorus Call to conduct the investor calls (Empire) Working with the CFO, fielded direct inquiries and comment letters from the SEC, NYSE and PSE; and, managed Investor Relations and Corporate Communications; reviewed all scripts and Q&A (Enesco) Reviewed Investor Relations communications (Empire, TWG, Enesco, MCD) Drafted and prepared public companys first Annual Report to Shareholders; and, received Presidents Award for work in setting up first Annual Meeting of Shareholders (Metris) Corporate Law; Corporate Finance Cleaned up U.S. and international corporate records for company and multiple subsidiaries (Empire) Advised on tax-related audits and appeals (Empire) Managed due diligence production and coordinated tasks among Finance and Legal for a Rule 144A for life debt offering (Empire) Worked with CFO and outside counsel on monthly amendments to secured credit facility and replacement facility (Enesco) Aggressively learned warranty and service contract business, reinsurance, compliance, and statutory accounting (TWG)

Ryan, Koreen - Resume Page 2 of 5 Legal and Regulatory Compliance Developed and directed comprehensive compliance protocol for consistent contractor licensing in 50+ jurisdictions in U.S. and Canada (Empire) Developed, implemented and maintained global compliance for stock option and stock appreciation rights administration in 70+ countries (MCD) Continually reviewed and updated direct seller and independent contractor licensing agreements and compliance/protocols to protect business structure in the face of increasingly tougher federal and state laws and regulations (Empire) Advised company on broker-dealer compliance (InCapital) Conducted Blue Sky compliance for several public company clients (Arnstein) Leadership & Crisis Management Established companys first legal department; aligned legals role with CEOs strategic direction and met with department heads to set priorities for allocating legal resources for long-term support to each department (Empire) Created, directed, and rolled out legal/business protocols for key business practices, including the companys first nationwide record retention plan, marketing/advertising protocols, contract review procedures, and litigation management process (Empire) Guided private insurance company through initial due diligence in anticipation of going public; and integrated silo-ed legal department staff (TWG) Working with Corporate Communications, Investor Relations, and other key management team members, advised Board and CEO of a public reporting company in crisis through restructuring of operations, down-sizing, significant management team turnover, multiple covenant defaults and replacement financing, low employee morale, emergency litigation with key licensor, de-listing from NYSE, and monthly Board and committee meetings (Enesco) Guided struggling public reporting company through handling and disclosure of two changes in CFO within six months, and a publicized potential impropriety issue (Enesco) Worked to align U.S. corporate cross-functional teams objectives with local management legal priorities; advised international executive management on material contracts negotiations, tax and corporate restructurings, and regulatory compliance; worked with chief compliance officer to rollout Code of Conduct in seven countries (MCD) Working closely with CEO, guided officers of start-up investment bank through creation of initial corporate structure, HR policies, legal protocol (InCapital) Mergers & Acquisitions; Due Diligence Directed cross-functional team for due diligence production for an asset acquisition; part of CEO-selected advance team responsible for integration of acquired companys assets, personnel, and protocols (Empire) Managed legal team and worked with Tax, Finance, and Franchise to sell company-owned restaurants in the Philippines to franchisee (MCD) Managed transaction team to purchase franchised restaurants in Thailand to company (MCD) Contract Negotiation & Drafting Reviewed and negotiated key terms and conditions in material agreements with nationwide vendors, including companies engaged in consumer finance, waste haul, telecom, search engine optimization, employee benefits, insurance, and commercial construction; created, reviewed and negotiated PSAs and NDAs (Empire) Negotiated key third-party distribution center/warehouse outsourcing agreement (Enesco) Reviewed and negotiated key terms and conditions in vendor agreements with local market vendors (outside U.S.) engaged in stock transfer, consumer finance, waste removal, and enterprise resource planning (MCD) Intellectual Property & Licensing Aggressively protected well-known national brand in a highly competitive market; created initial protocols for trademark and service mark dockets, registration protocols, and alleged infringement responses/claims; developed with Marketing proactive marketing and advertising review process and protocols; and, reviewed television marketing and advertising promotions (Empire)

Ryan, Koreen - Resume Page 3 of 5 Strengthened brand protection in a highly competitive market of gifts and collectibles through contentious litigation, trademark enforcement, and tighter internal brand creation protocols (Empire) Worked with corporate and local market (outside U.S.) legal counsel to enforce protection of highly visible global brand (MCD) Obtained provisional patent application, trademarks and service marks registrations; drafted and reviewed software licensing agreements (InCapital)

International Law Managed litigation strategy with domestic and Canada IP counsel in three material trademark infringement matters in Canada (Empire) Negotiated security agreements to sweep non-U.S. assets in Canada, Hong Kong, and England into a secured U.S. credit facility (Enesco) Negotiated settlements of outstanding tax matters in Italy, Brazil and in Asia (Enesco) Reviewed and negotiated key terms and conditions in vendor agreements with local SE Asia vendors, including companies engaged in consumer finance, waste removal, consumer credit, real estate, and enterprise resource planning companies (MCD) Developed, implemented and directed global compliance for stock option and stock appreciation rights administration in 70+ countries (MCD) Supervised international counsel globally for three companies (Empire, Enesco and MCD) Litigation Management/Litigation Skills Responsible for presenting aggressive strategy and direction in complex and contentious class actions involving reclassification of independent contractors; managed outside and in-house legal counsel handling all material litigation involving highly adversarial real estate tax matter, key vendor contract lawsuits, governmental scrutiny of advertising practices, and highly sensitive employment claims (Empire) Directly prepped multiple witnesses and personally reviewed over 20,000 documents for companys first material and highly adversarial litigation suit as a plaintiff and, managed outside counsel through three-week trial, and initial steps for appeal; conducted several internal investigations and prepared 40+ witnesses for employment litigation (Empire) Managed outside and in-house counsel through material and ordinary course litigation in employment matters, customer complaints, vendor disputes, and tax-related audits and appeals; personally negotiated, and directed, dozens of settlements in litigation, arbitral and mediation contexts (Empire) Managed outside counsel through emergency litigation with primary licensor through preliminary injunction (Enesco) Took 60 depositions (as lead attorney) (SEC) Directly responsible for investigation and litigation of 13 complex securities law enforcement matters (average of 2 years in length) involving alleged market manipulation, fraud in the offer, Reg S, Reg D, accounting irregularities, and 2(e) proceedings (SEC) Negotiated settlements for consent orders, cease and desist orders, and permanent bar from practicing before SEC (SEC) Wrote action memoranda recommending administrative action to obtain formal orders of investigation, and to institute administrative proceedings (SEC) Management & Budget Managed to budget legal services from multiple international and domestic outside counsel for 10+ years; supervised between five and 20 legal staff and attorneys for 13+ years Reduced legal budget by two-thirds, while strengthening protection against risk (Empire, Enesco) Hired and trained multiple in-house legal counsel in contracts and litigation, and hired and trained multiple paralegals and administrative assistants in areas of compliance, litigation support and admin support for a legal department (Empire) Human Resources Management Led continuous reviews and revisions of multiple restrictive covenant agreements for employees, direct sellers, and independent contractors to adapt to increasingly tougher federal and state laws and regulations (Empire)

Ryan, Koreen - Resume Page 4 of 5 Created and implemented best-practices investigation guidelines for employment law matters in anticipation of litigation, and to minimize business risks (Empire) Managed and supervised HR group for company with nearly 1,000 employees in the U.S., England, Canada and Hong Kong; guided a transition and facility shutdown involving over 100 union employees (Enesco) Developed with HR new stock appreciation rights plan and modifications to a direct stock purchase plan (MCD) Assessed priority risks for start-up company and, accordingly, worked with outside counsel to develop and implement initial employment policies and practices, employee handbooks, and hiring and termination protocols (InCapital) PROFESSIONAL WORK HISTORY Empire Today, LLC, Northlake, IL VP, General Counsel, Corporate Secretary, August 2009 March 2013 VP, General Counsel, January 2007 November 2008 Advised executive management and board of a privately-held nationwide home improvement company on all legal matters, including securities compliance, litigation, brand protection, general corporate law, and employment law matters The Warranty Group, Inc., Chicago, IL SVP, Deputy General Counsel and Corporate Secretary, 2008-2009 Recruited to advise Board of Directors and executive management of a publicly held, private subsidiary insurance company to take the insurance company public, establish SEC periodic filing protocols, evaluate the companys current legal structure and service providers, and take over as general counsel within 6-12 months Enesco Group, Inc., Itasca, IL General Counsel and Corporate Secretary, May 2005-2006 SVP, Human Resources, October 2005-2006 Recruited to advise Board of Directors and executive management of a struggling NYSE traded giftware and home and garden dcor company on legal matters relating to corporate governance, SEC filings, credit facility monthly amendments, litigation management with key licensor, closing a warehouse facility with labor union employees, and protecting the companys brand; streamlined HR manuals and policies McDonalds Corporation, Oak Brook, IL Senior Counsel, South East Asia, November 2003-May 2005 Recruited to serve as counsel for South East Asia markets in Brunei, India, Indonesia, Malaysia, the Philippines, Singapore and Thailand (Korea added May 2005); advised international executive management relationship partner, foreign country managing directors and joint venture partners on material contracts negotiations, tax and corporate restructurings, and regulatory and corporate compliance Counsel, Corporate Legal, March 2002-November 2003 Converted from temporary to permanent member of the securities law practice group InCapital Holdings, LLC, Chicago, IL General Counsel, 2000-2001 Recruited to serve as general counsel of start-up investment bank by founding member and former Arnstein client, and to establish legal and corporate framework for long-term business and regulatory compliance Arnstein & Lehr, Chicago, IL Associate, Corporate Securities Transactions, 1999-2000 Hired by top-20 Chicago law firm to help rebuild the firms securities law practice, and support the corporate law group Metris Companies Inc., St. Louis Park, MN Counsel, Corporate and Securities, 1998 Hired as first in-house securities attorney to advise executive management and Board of Directors of NASDAQ National Market traded consumer credit card company on matters relating to SEC filings, equity-based compensation;

Ryan, Koreen - Resume Page 5 of 5 coordinated tasks among finance and legal for projects including a secondary offering (shelf registration statement) and tax-free spin-off by Fingerhut Companies, Inc. of its holdings in Metris and related Form S-4; reviewed and maintained corporate records for company and its subsidiaries United States Securities and Exchange Commission, Chicago, IL Attorney, Division of Enforcement, Midwest Regional Office, 1993-1998 Investigated federal securities laws violations, and brought enforcement action against issuers, broker-dealers, underwriters, investment advisers, auditors and corporate officers BAR ADMISSION AND EDUCATION Admitted in Illinois, 1993 Valparaiso Univ. School of Law, Valparaiso, IN J.D., 1993 Indiana University at South Bend, South Bend, IN B.S., Quantitative Economics, 1990 B.A., English-Writing Concentration, 1990 ASSOCIATIONS Board Member, Midwest Minority In-House Counsel Advisory Board Member, Legal Charter Prep Academy Former Board Member, Wildman Harrold Allen & Dixon Minority Counsel Board Member of Chicago Bar Association, Association of Corporate Counsel, Asian American Bar Association; National Association of Stock Plan Professionals