The General Counsel, LTD., Attorneys

PRACTICE AREAS

Commercial law
Technology/intellectual property licensing
Computer and e-commerce law,
Franchise law
Commercial litigation management

PROFESSIONAL PROFILE
Possessing superb inter-personal skills with substantial legal experience, Ms. Coleman has provided independent legal services to Fortune 100 companies in the Twin Cities and also has experience working with successful privately held companies. Ms. Coleman’s tenure in these assignments has typically been of long duration, demonstrating her value to her clients and provided results oriented solutions on a national and international basis.

Ms. Coleman joined the founder of The General Counsel, Ltd. in 1987. She has worked on a wide range of matters, including: complex commercial transactions: a variety of E- commerce projects, including the establishment of offshore call centers; and travel, hospitality and marketing fulfillment. She has negotiated and drafted major joint venture and franchising agreements in the Asia-Pacific region as wellas international procurement contracts. Ms. Coleman has been in charge of coordinating post-acquisition activities, monitoring litigation and established and operated innovative legal functions in new organizations. She has also examined, evaluated, developed and enhanced customer and other standard and non-standard form agreements to facilitate business. She has negotiated both long and short-term leases for sizable amounts of office space in major American cities, including New York, Chicago, Atlanta and San Francisco.

Between 1984 and 1987, Ms. Coleman served as General Counsel and Assistant Secretary of ETA Systems, Inc., a Control Data subsidiary engaged in the manufacture and marketing of supercomputers. She was responsible for the creation of an in-house legal function and for the day-to-day management of all corporate legal affairs. She implemented a proprietary information protection program, participated in various corporate financing programs, and negotiated significant technology licensing and manufacturing agreements.

Between 1979 and 1984, Ms. Coleman provided a broad range of legal services to a number of new ventures and start-up programs for Control Data Corporation. She was involved in the formation and acquisition of ventures, partnerships, contract matters, governmental regulations, technology and trademark licensing, franchising, strategic planning, negotiations and dispute resolution. Prior to joining Control Data Corporation, she was a staff attorney for the Minneapolis Housing and Redevelopment Authority.

EDUCATION
J.D., Hamline University School of Law
B.A., International Relations, University of Minnesota
Program of Instruction for Lawyers, Harvard University Law School

BAR ADMISSION
State Courts of Minnesota
United States District Court, District of Minnesota

PROFESSIONAL MEMBERSHIPS
American Bar Association, Sections of Business Law and Corporate Law;
American Corporate Counsel Association, Minnesota Minnesota Women Lawyers, Minnesota State Bar Association -, Section of Business Law, Director and Past President, Corporate Counsel Association, Hennepin County Bar Association

IN-HOUSE COUNSEL EXPERIENCE
General Counsel and Assistant Secretary, ETA System
Attorney, Control Data Corporation
Staff Attorney, Minneapolis Housing and Redevelopment Authority

PUBLICATIONS/SPEAKING ENGAGEMENTS
Team-taught joint ventures legal education course, University of Minnesota Law School
Co-authored a computer- and classroom-based course on legal responsibilities for managers
Developed and published a series of marketing guidelines for sales personnel

COMMUNITY ACTIVITIES
Volunteered as mediator with the Mediation Center
Former board member of the Northern Clay Center

REPRESENTATIVE EXPERIENCE

Client: Major check printer.
Client Project: Client had established a new subsidiary company as part of a joint venture with a foreign entity. The client desired to maintain an arms-length relationship with the new entity and needed counsel capable of providing superior legal and cost effective services from the moment she walked in the door.
Ms. Coleman's Role: Ms. Coleman, with twenty (20) years of experience, was able to do just that. Acting as a general counsel, Ms. Coleman provided general commercial expertise, developed the customer and other contracts necessary to do business, provided support for proposal development, did general contract review and drafting and negotiated office leases in major US markets.

Client: Food wholesaler and retailer.
Client Project: Client acquired a large competitor, including numerous subsidiaries, resulting in administrative problems and overlapping territories. In the course of a pending reorganization, title to100 owned properties has to be transferred and 800 leased properties had to be assigned, with the landlord's consent.
Ms. Coleman's Role: Ms. Coleman was one of three GCL attorneys who worked on this project, completing the work in time for the reorganization to occur on schedule.

Client: Major manufacturing company.
Client Project: Client intended to "spin-off" a substantial part of its business. Almost 55,000 vendor agreements had to be assigned to the new entity and recorded in a new database. Obtaining consents to assignments, resolving legal problems as they arose and assuring the accuracy of the data input was a critical part of a successful spin-off.
Ms. Coleman's Role: Ms. Coleman, working closely with the Office of Database Management, managed and accomplished all the tasks necessary to culminate in the spin-off and establishment of a new company.

Client: Hospitality company.
Client Project: Client law department needed to add an attorney to its staff, one able to work independently, but did not want to add to its head count.
Ms. Coleman's Role: In this capacity and over a number of years she did general commercial work, management and franchise agreements and international joint venture agreements. She focused on transactions primarily in India and Asia Pacific. Subsequent to her initial assignment, she returned to work with a Marketing Division of the Client, and was responsible for providing legal support to a substantial incentive and fulfillment program. In that capacity, she prepared and negotiated numerous agreements with the division's customers, including many Fortune 100 companies. Several of those matters were international transactions. . The position required significant experience in intellectual property matters, particularly copyright. She is, currently, back in the client's Legal Department, supporting two attorneys in the Travel Group. In this role, Ms. Coleman works directly with several business managers representing several travel programs, responding to general commercial questions as well as project specific business and legal issues. She prepares agreements, negotiates with customer counsel and troubleshoots as needed.

Client: Major communications company.
Client Project: Client was in discussions with a prospective buyer of the company when its general counsel resigned. Given the uncertainty of the company's future, a "stop-gap" attorney was needed.
Ms. Coleman's Role: Ms. Coleman served as part-time general counsel for a period of six (6) months, until the client was acquired and new management took over.

Client: Small software company.
Client Project: Client's general counsel went on maternity leave for four (4) months.
Ms. Coleman's Role: Ms. Coleman assumed responsibility for the general counsel's obligations during that time and again the following year when the general counsel took another maternity leave. She worked directly with the Chief Executive Officer and other senior members of the small, closely-knit management group. The work was diverse, including the negotiation of major software development agreements and providing ISO 9000 counsel.

REFERENCES AVAILABLE ON REQUEST