ROBERT E. WOODS
President
Wanaka Enterprises, Inc.
BORN Information Services, Inc.
Minneapolis,
Minnesota,
September 2000 to present
General Counsel
BORN Information Services is a leading e-business and technology-consulting firm headquartered in Minneapolis, which offers a broad portfolio of e-Business and technology solutions from its offices throughout North America.
BORN has been ranked on the Inc. 500 list of the USA's fastest-growing private companies for four of the last five years and is an industry leader in customer satisfaction and employee retention, recently ranked by Fortune as one of the 100 best companies to work for in America.
Responsible for all legal affairs of this pre-IPO company. Extensive experience in intellectual property, sales contracts, business development and HR matters.
InsWeb Corporation
Redwood City,
California,
1999 to September 2000
Executive Vice President and General Counsel
InsWeb is the leading internet-based provider of insurance information, sales and technology services.
Member of the company's executive management team.
Responsible for managing all legal functions of publicly traded company.
IPO was underwritten by Goldman Sachs; initial investors included SOFTBANK Finance and Marsh & McLennan Companies.
Briggs and Morgan
Minneapolis
and St. Paul, Minnesota, 1983 to 1999
Partner, 1984 to 1999
Practice areas:
Board of directors representation and counseling
Merger and acquisition transactions and counseling
Securities and business fraud litigation
Takeover defense and counseling
Securities arbitration
SEC and NASD investigations
Commercial experience:
All aspects of e-Commerce
Acquisitions and sales of businesses
Hart-Scott-Rodino compliance
Employment issues of all types
Securities registrations, including i. p. offerings
Trade secret, trademark, copyright and patent protection of technology
Drafting privacy policies for internet-based businesses
Negotiation and drafting of development agreements for utilities
Negotiation and drafting of bank lending agreements and letters of credit
Negotiation and drafting of executive employment agreements
Negotiation and drafting of executive separation agreements
Negotiation and drafting of technology licensing agreements
Negotiation and drafting of data processing agreements
Resolution of disputed domain name issues
Preparation of Shareholders' Rights Plans and registration statements
Going-private transactions
Proxy contests
Intellectual property issues
Negotiation and documentation of partnership dissolutions
Representation and counseling of boards of directors
Litigation experience:
Trials in federal court
Trials in state court
Appellate practice, both federal and state
Arbitration hearings (NASD, AAA, others)
Administrative Agency practice before the SEC, FTC, NLRB and state agencies
Specific examples of accomplishments, groundbreaking cases and high profile business disputes:
Representing a major defense contractor, led a team of approximately 20 legal professionals in the successful arbitration of substantial claims arising out of a subcontract to equip a foreign government's air force with state-of-the-art DMS (data management system) and weaponry systems. Defended counterclaims exceeding $35 million. Entire case was resolved (including a full trial) in less than five months, with a highly satisfactory result reached for the client. Substantial multi-million dollar recovery obtained.
Representing one of the largest privately held companies in the United States, successfully obtained a full recovery for losses sustained by an employee's unauthorized trading of Japanese securities on behalf of the company's Japanese joint venture.
Acting as successor in interest to a failed savings and loan association, the Resolution Trust Corporation asserted numerous claims, seeking hundreds of millions of dollars in damages against a major financial services company, a national law firm and a major accounting firm. Acting as lead defense counsel, secured extremely favorable resolution after five years of intense litigation.
Plaintiff's arbitration case based on a municipality's purchase of derivative securities; multi-million dollar settlement obtained.
Plaintiffs' RICO and securities fraud case against a major investment banking firm. Multi-million dollar cash recovery obtained.
Shareholder class action lawsuit against major airline resulting from a hostile takeover. Upon appeal, Minnesota established a different rule for recovery of plaintiff's' attorneys' fees than Delaware. On remand and after a trial on the merits, plaintiffs' claims were dismissed in their entirety.
Successful defense of various shareholder class actions.
Successful defense of challenge to constitutionality of Minnesota's control share acquisition law in context of a hostile takeover.
Obtained dismissal of substantial ERISA claims against individual corporate officers and directors.
Extensive experience drafting commercial agreements, negotiating with governmental authorities such as the Securities and Exchange Commission, Federal Trade Commission, National Labor Relations Board and others.
Extensive experience representing clients in international business transactions.
Berger & Montague
Philadelphia,
Pennsylvania,
1982 - 1983
Employed up to fifty hours a week while attending The Wharton School's MBA program.
Responsible for discovery, motion practice and preparation of briefs and memoranda in federal securities cases, including the preparation and prosecution of major class action securities fraud lawsuits.
Public Management and Legal Studies Department
The Wharton School, Philadelphia, Pennsylvania, 1980 - 81
Assistant to Prof. Thomas W. Dunfee, Department Chair
Moriarty & Janzen
Minneapolis,
Minnesota,
1977 - 1980
Trials, appeals and general corporate work
University of Minnesota Law School
Minneapolis,
Minnesota,
1976 - 1977
Instructor of Appellate Advocacy
Education:
The Wharton School, Graduate Division, Univ. of Pennsylvania, MBA, May 1983
Record of high achievement in course work including the Dean's List
Major in Corporate Finance, minor in Multinational Enterprise, supported by
course work in financial analysis, corporate finance, investment theory,
international economics and finance, financial accounting, antitrust, macro
and micro economics
Advanced Study Project in Mergers and Acquisitions
The Law School, University of Minnesota, J.D., June 1977
Record of high achievement in course work including graduation in the first
quartile of the class and Dean's List
Honors include various national speaking awards and captain of the Law
School's National Moot Court team
College of Liberal Arts, University of Minnesota, B.A., August 1974
Honors include Summa Cum Laude candidate, Dean's List and Phi Beta
Kappa
Employed on a full time basis (40 hours per week) while attending the
College of Liberal Arts
Special Activities:
Chairman of the Board (subsequently Emeritus) and member of the Executive Committee, Lex Mundi, Ltd., Houston, Texas, various dates, 1989 - 1993
Instrumental in the conceptualization, initial organization and leadership of Lex Mundi, the world's leading association of independent law firms, which now numbers 158 member firms with over 12,500 attorneys practicing out of more than 375 offices in 90 countries. Lex Mundi, whose members rank within a select group of premier firms in every represented jurisdiction, was formed to enable its member firms to meet the business needs of clients in a global economy.
Highest Martindale-Hubbell rating (AV). According to Martindale-Hubbell, "An AV ® Rating signifies that the lawyer has reached the heights of professional excellence. He or she has usually practiced law for a number of years, and is recognized for the highest levels of skill and integrity."
Member of the board of directors, Midwest Asia Center (1993 - 1996)
Adjunct Professor of Law, Securities Regulation, William Mitchell College of Law, 1985
Chair, Ramsey County Bar Association, Section of Corporate, Banking and Business Law, 1985 - 1986
Books, Pamphlets and Articles:
A GUIDE TO DISPUTE RESOLUTION FOR BUSINESS (1995)
Co-author, Private RICO Actions in the Commercial Context, BUSINESS TORTS (Matthew Bender 1989)
Senior Contributing Editor, EVIDENCE IN AMERICA; THE FEDERAL RULES IN THE STATES (Miche & Co. 1987)
Poison Pills, Harpoons and Blue Eyed Tenders, CORPORATE REPORT MINNESOTA (April 1986)
Tender Offers - Another Perspective, CORPORATE REPORT MINNESOTA (September 1984)
Listed in WHO'S WHO IN AMERICA (1994 - present)
Listed in WHO'S WHO OF EMERGING LEADERS IN AMERICA (1988 - 1994)
Listed in WHO'S WHO IN AMERICAN LAW (1987 - present)
Member:
State Bar of California (#206919)
Minnesota State Bar Association (#118795)
American Bar Association, Sections of Corporate, Banking and Business Law
and Litigation
Trial Evidence Committee, Litigation Section, ABA
Security Trials and Takeover Litigation Subcommittee, Litigation Section,
ABA
State Regulation of Securities Committee, Corporate Banking and Business Law
Section, ABA
Recipient of the following awards while in law school:
Association of the Bar of the City of New York, Award for Excellence in
Advocacy
Best Oralist Award, United States Court of Appeals for the Eighth Circuit
American College of Trial Lawyers, National Moot Court Competition, Award
for Best Oral Argument