CIRRICULUM VITAE
Admitted California, 1969
Federal Courts, Central District, Cal., 1969
U.S. Supreme Court, 1980
Certified Specialist, Taxation, California Board of Legal Specialization 1981-96
Education:University of Southern California Law Center, Los Angeles, CA, Juris Doctor; Editor of Law Review
California Institute of Technology, Pasadena, CA

Employment
Rogers & Sheffield, LLP Santa Barbara, Partner 1986-1997; of counsel 1997-2005.
Seed, Martin & Mackall Santa Barbara 1977-1986 Founding and Managing Partner
Schramm, Raddue & Seed Santa Barbara 1968-1977 Associate 1968-1973; Partner 1974-1977.
Hughes Aircraft Corporation Culver City, Radar Systems Manager
Westrex, a subsidiary of Litton Systems, Inc. Bandung, Indonesia, Communications Engineer

Rating
Rated "AV" by Martindale-Hubbell Law Directory

Publications
"Buy-Sell Buy In" Los Angeles Lawyer December 2003 at 39. (Enforcement and drafting of buy-sell agreements)
"Corporate Deadlock: Tactics" Los Angeles Lawyer, June 2000
"The Commissioner's Non-Acquiescence" 40 Southern California Law Review 550 (1967) (taxation law)
"Guide to Organizing and Dissolving a California Corporation" Contributed sections on S Corporations, Right of First Refusal Agreements and Buy-Sell Agreements by State Bar of California, Corporations Committee.
" Tiebreaker: Corporate deadlock can be overcome through the creative application of cumulative voting technique" Los Angeles Lawyer (June 2000, Technology Issue). (Remedies and planning for deadlock)
"The Commissioner's Nonacquiescence" 40 Southern California Law Review 550. (Analysis of tax law and procedure)

Transactions
Served as lead counsel:
Registered IPO for infrared guitar pickup company on SEC Form SB-2. (1995)
Internet public offering of securities in internet financial services company under SEC and California exemptions. (2001)

Private placements:
Guitar company pre-IPO
Internet trust-deed information company
High-tech company developing Wide Area Networks (WAN) for corporate intranets
Medical company with patented fixation devices
Medical company with patented improvements for feminine hygiene devices
Biotech company using "almond fruit" as biotin source. (1991-2004)

Purchase and sale of businesses:
The sale of MD's surgery center to partnership of cosmetic surgeons, as well as negotiation on formation of spa LLC for him (2003)
The sale of water-device company with ten shareholders to VC firm
The sale of medical and dental practices (1996)

Intellectual property:
Negotiated several patent licenses with major dental supply houses for endodontist holding patents on major improvements for dental rotary tools (1994-2006)
Negotiated option for patent license to Owens-Illinois for client's patented no-stick medical syringe; option fee in six figures (1998)
Settled favorably a trademark claim by Casa del Mar Hotel in Santa Monica upon its registered mark against client, local prior common-law user (2000)
Filed and prosecuted successfully trademark applications in US Patent & Trademark Office.
Filed applications for copyright registration in US Copyright Office.

For 501(c)(3) charitable foundations:
Sale of 500 acres of undeveloped land in suburban area (1999) Sale of undivided 50% interest in short-line railroad (1997)
Advised incumbent Board of Directors in shareholder deadlock on unusual cumulative voting technique, enabling them to retain control of five-member board (1996)
Applied for and received IRS private letter ruling granting a five-year extension of time for mandatory sale of short-line railroad (1995)
Researched and wrote several extensive letters, counseling on fiduciary duties and dealing with private foundation restrictions
Drafted and negotiated a large number of contracts
Drafted numerous Employee Stock Option Plans and Retirement Plans, both ERISA and unfunded deferred compensation plans including rabbi trusts
Design and formation of a good number of corporations, LLC's, general and limited partnerships.
General counsel, a director and corporate secretary for a national, employee-owned high-tech company engaged in developing software

Served as co-counsel:
Primary responsibility for tax and securities law aspects of tax-free acquisition of electronics-manufacturing client by public company traded on Toronto Exchange (reverse triangular "C" reorganization) (2002)
Primary responsibility for tax and securities law aspects of taxable sale of assets for stock of competitor, major telephone equipment company
Participated in IPO on SEC Form S-1 for high-tech ceramics company (1981)
Participated in merger of public subsidiary into public parent (NYSE) on Form S-14
Participated in filing SEC reports for NYSE company
Private placements

Retained as expert witness:
Enforcement of buy-sell agreement on death of 50% shareholder in equipment company (2002)
Dealing with deadlock after death of 50% shareholder (without buy-sell agreement) in grocery chain (2002)
Piercing the corporate veil for plaintiff in auto accident caused by employee of subsidiary (2003)
Retained by Foley & Lardner, LLP in legal malpractice claim against attorneys who drafted buy-sell agreement for shareholders in community hospital (2004)
Valuation of dental practice in divorce proceedings (1991)

Community
Santa Barbara Symphony Association, General Counsel, Secretary and Director
Ensemble for Contemporary Music, UCSB Vice President and Director
Coral Casino Beach and Cabana Club, Board of Members
Caltech Alumni Fund, Area Chairman

State Bar Activity
Member of Corporations Committee of the Business Law Section of the California State Bar. Committee proposes legislation and reviews legislation proposed by others related to corporate and corporate securities law in the State of California.