Geoffrey Parnass

Mr. Parnass specializes in complex corporate transactions including private equity and venture capital matters. He is an expert in negotiating and drafting a wide range of business contracts. He also provides general counsel services to public and private companies. Mr. Parnass served for eight years as Vice President and General Counsel of Hunter Douglas Inc., a billion-dollar manufacturer of home furnishing products. Before that, he was associated with the corporate law departments of Fried Frank Harris Shriver & Jacobson LLP and Dewey Ballantine LLP in New York. Mr. Parnass is expert in a wide variety of corporate transactions including: * Mergers and acquisitions * Private equity and leveraged buyout transactions * Venture capital investments * Joint ventures and technology licensing arrangements * Bank financings, including asset based lending * Trademark selection, registration and enforcement * Recapitalization and work-out transactions Mr. Parnass represents exchange-listed public companies in securities law matters including preparing and reviewing annual and periodic reports and annual meeting and proxy statements; advising on compliance with Sarbanes-Oxley and the obligations of independent directors; NASDAQ and NYSE listing and maintenance requirements; assisting with public disclosure and compliance with insider trading requirements; stock sale and Rule 144 transactions; and corporate governance matters. He also provides counsel in connection with the issuance of securities under Regulation D and registered public offerings under the Securities Act of 1933. Mr. Parnass also provides general counsel services to business organizations. He counsels on contract, regulatory, intellectual property, litigation management and all other major areas affecting the legal profile of an enterprise, including securities law, commercial contracts, distribution arrangements, antitrust and trade regulation, intellectual property licensing and management, joint ventures, employment agreements and compensation structures and technology transfers. He has structured and documented a wide variety of marketing and new venture undertakings for manufacturing and service companies. Mr. Parnass holds a B.A. in philosophy from Vassar College, a J.D. from Brooklyn Law School, where he was the Notes Editor of the Law Review, and an LL.M. in corporate law from Yale Law School. He is admitted to practice in the State of New York. Mr. Parnass is the author of The Pocket General Counsel, a comprehensive resource that provides an overview of the critical legal issues that face companies on a daily basis. He also publishes and edits a newsletter, The General Counsel Center.