TerraLegal - Resume

David is an experienced legal and business advisor as well as Board member providing guidance to senior managers and Boards on a full range of commercial and governance matters. With over 25 years' experience in commercial and employment matters, mergers and acquisitions, corporate governance, investigations and general business, David has worked with small companies in the growth stage and through liquidity events as well as with multinational corporations globally. David works with TerraLegal PC and is currently on the Board of Directors of PointClickCare. Previously, David was Vice President and General Counsel, legal services for Alcatel-Lucent Canada Inc.. David joined Alcatel-Lucent in January 2001 from Nortel Networks, where he held the position of Senior Counsel, global operations from May 1998. Before joining Nortel, he was Vice President and International Counsel with Avnet Inc. and Corporate Counsel with Cognos Inc. David has a BA, MA, MBA and LLB. He is a member of the Law Society of Upper Canada and the Law Society of England and Wales.

TerraLegal PC. May 2008 to Present

David provides the services of an in house Counsel on an as needed basis. Clients gain access to an experienced Counsel and Board member providing cost effective guidance on legal and business matters. Service is tailored to meet specific needs while working with existing staff or introducing new resources. See www.terralegal.ca. This is an extension of the private practice clients that David has worked with over many years.

Alcatel Canada Inc., Vice-President, General Counsel, Director and Secretary

Part of the Alcatel-Lucent group of companies (after the acquisition of Lucent) with approximately 80,000 employees in 130 countries and with business interests that are wide but primarily focused on the telecommunication sector. Overall legal responsibility for supporting the Office of Business Conduct (all policy creation and enforcement for compliance programs globally). Second focus is on implementation of an agreement with the US government for the protection of the US telecommunication infrastructure.

During this period Alcatel Canada employed from approximately 6000 reducing to 2800 employees and the legal staff in Canada moved from 18 to 9. Alcatel is a truly matrix company and thus strong relationships must exist with all business units and other counsel to manage the complex affairs of this company. Serve as part of a multi-function management team.

Overall responsibility for all legal aspects of business in Canada that is conducted by Alcatel Canada or any other Alcatel group company. This includes telecommunication divisions and the transport automation division.

• Responsible for supporting all sales activity in North America, during this time developed several new initiatives that reduced contracting time by over 50%.
• Responsible for directly supporting the Internet Protocol division (approx. $1.5 billion annual run rate).
• Manage the corporate secretarial functions of the corporation and its subsidiaries.
• Dealt with all aspects of commercial transactions and major litigation (typically U.S. and Canada based).
• Head strategic planning for compliance with new Canadian and U.S. rules and regulations directed at corporate governance (including creation and implementation of corporate ethics policy) and export control.
• Work closely on senior management team for extensive outsourcing of numerous business areas.
• Dealt extensively with purchase and sale and leasing of real property.
• Dealt extensively with several, delicate and complex internal investigations.
  

Nortel Networks Inc., Senior Counsel

A major provider of equipment to the telecommunication sector. The main focus was to support global operations from the supply side during a massive expansion. In particular support was focused on delivery of the OC192 product range.

• Supervised a staff of approximately 30 professionals located in Canada, the U.S. and England.
• Pulled together staff from various groups within the organization to create a single, efficient team.
• Introduced standards for supplier management by standardizing agreements and processes.
• Introduced strict procedures for dealing with suppliers who were also our competitors.
• Dealt extensively with divestitures and related supply back issues.
  
  

Avnet Inc., Vice-president and International Counsel

A NYSE company and second largest distributor of electronic components globally. Reported to the Senior Vice-president and General Counsel. Managed 5 legally qualified staff. Lived in England and operated globally in this role.

• Overall responsibility for all legal aspects of company growth by acquisition and start up throughout Europe and Asia adding $1.5 billion in annual sales.
• Completed numerous acquisitions and post-acquisition mergers of companies with sales of $1 million to $100 million, covering 18 European countries, 9 Asian and the U.S. Many deals involved simultaneous multi-country transactions.
• Organized and implemented plans and controls (including all documentation) for doing business in various countries, including competition law compliance.
• Served on the Board of Directors for numerous joint ventures and companies.
• Negotiated and drafted many agreements with a value in excess of US$100 million.
• Assisted on a major SAP implementation Europe wide.
• Dealt extensively with real estate matters.
  
  

Cognos Inc., Corporate Counsel

Cognos was one of the largest software companies in Canada (acquired by IBM) that specializes in executive information systems and deals with all aspects of software development. I moved to England to assist with the company's expansion into Europe. In working with Cognos absolutely all aspects of software development, licensing (in and out), distribution, IP protection, litigation and so forth were dealt with. I have extensive experience in most areas of intellectual property (copyright, trademark and brand).

Crawley International Inc.

Counsel to a Canadian film production company.

Soloway, Wright,

Ottawa law firm specializing in labor and employment law.

Directorships

Adenyo Inc, 2009 to April 2011.

Company was sold for $100 million plus $50 million earn out. With approximately 150 employees and $30 million in sales, Adenyo is focused in mobile advertising and predicative analytics.

Bridgewater Systems Corp., 2003-2009 (TSX: BWC)

Chair of Governance committee, member of audit and compensation committees.

Wescom Inc, since 2008. (PointClickCare)

This private company has approximately 500 employees and recurring revenue of approximately $87 million. It operates in the (SaaS) hosted applications/healthcare sector and is based in Toronto with operations throughout North America.

Future Health Services Inc. (2011-August 2013)

provides an end-to-end monitoring system that enables people with health conditions that required regular monitoring to do so from their own homes. This reduces the need for the individual to attend at physical health care facilities such as doctors' offices and hospitals for such monitoring. Future Health will provide the technical installation, training and maintenance of the remote health monitoring equipment.

CAA NEO (2009-August 2013)

The CAA is an auto club aimed at providing service to its members and representing the interests of its members in matters of public policy.

Alcatel-Lucent Canada Inc 2001-2008

Education

Bachelor of Laws, Dalhousie University, Halifax, Nova Scotia (1985)
Masters of Business Administration, Dalhousie University (1985)
Master of Arts in Philosophy, University of Alberta (1981)
Bachelor of Arts in Political Science and Philosophy, Honors, University of Guelph (1979)

Professional Qualifications

Member of the Law Society of Upper Canada
Member of the Law Society of England and Wales

Associations and Speaking Engagements

Sedona Canada (founding group member for E-discovery)
Over the past several years I have spoken at numerous conferences. I have recently started to reduce the amount of conference speaking.