BONNIE E. SPENCER, Principal

 

QUALIFICATIONS

State Bar of Texas, State Bar No. 06366100 - November 24, 1980
U.S. District Court, Southern District of Texas, 1987
U.S. District Court, Northern District of Texas, 1996
U.S. Court of Appeals, Fifth Circuit, New Orleans, Louisiana, 1997

EDUCATION

J.D. DEGREE:         Loyola University, School of Law,
New Orleans, Louisiana - Graduated January, 1980.

 

M.B.A. DEGREE:     Loyola University, College of Business Administration
Graduate Division, New Orleans, Louisiana
Graduated January, 1980.

 

B.B.A. DEGREE:     Loyola University, College of Business Administration
New Orleans, Louisiana -Graduated May, 1976
Major: Banking and Finance
Magna Cum Laude, Class Rank, 6th.

ATTORNEY OF RECORD

Securities. Licensed twenty-six years. Practice entails experience in the securities industry representing the private investor, the broker dealer, the underwriter and serving as issuer’s counsel with a specific emphasis on emerging growth companies and their first tier financing. Counsel of record in numerous private financing and capital formations, with a structured plan of later public registration in the areas of intellectual property and technology, patented inventions, oil and gas companies, mining companies, restaurant chains and franchising businesses. Lead counsel on capital formation project with Wall Street underwriters to negotiate terms and develop a concurrent $75,000,000.00 NASDAQ/Bolsa Valor offering for an offshore client. Lead counsel in a major scope of work in closing and working with the SEC on the merger/acquisition of two publicly held and traded mining companies. Lead counsel for broker dealers in securities and compliance issues and have directed due diligence efforts in underwriting a $50,000,000 REIT public offering as counsel for the selling manager. Primarily responsible for contact with the SEC and the state security commissions on various registration or exempt offerings and their various comments regarding same. Lead counsel for negotiating rescission terms in a mandated rescission offering in a multi-state investigation.

Civil. Counsel of record in major securities case with one class action pending certification in the 5th Circuit involving UBS PaineWebber and UBS Warburg, numerous securities arbitration, representing both broker dealers in defensive actions and also representing investor plaintiffs. Featured in USA Today article in the abuses of the securities industry’s self regulation and its effects on the individual investor. Won a landmark case in 1997 representing multiple securities plaintiffs in one of the largest arbitration awards for punitive damages for emotional anguish in complex bifurcated federal and arbitration proceedings. Lead counsel for a re insurer defendant in a civil RICO and an insurance bad faith class action numbering 64 defendants in U.S. District Court in the state of New York. Attorney of record for international insurance company representing all state and federal litigation in the United States including a constitutional challenge to the overbreadth of a receivership and liquidation statute in Florida. Advise and represent minority or majority shareholders, and board of director members as to their responsibilities and duties and counsel to plaintiffs and defendants in corporate litigation involving allegations of officer/shareholder fraud, minority shareholder derivative action, actions for accounting, receivership and forced buyout, mismanagement and defalcation of duties and other civil actions in the corporate/partnership arena.

Criminal Regulatory. Organized and structured response to criminal investigations by the Texas Securities Board, foreign state commissions and SEC in regards to securities fraud allegations against representative clients. Lead counsel in developing Wells Submissions and response strategy for clients involved in Securities Act of 1933, as amended and Securities Exchange Act of 1934 violations and other charges by the SEC. Represented individuals in prosecutory investigations and indictments for security fraud as to brokers and brokerage firms on behalf of plaintiff/clients at the local, state and national level, responded to NASD investigation for broker dealer institutional clients and individuals, coordinated defense and appeal on constitutional issues for criminal insurance regulatory and statutory violations. Represented clients in banking and insurance fraud matters, involving civil RICO, mail fraud, wire fraud and conspiracy.

DETAILED EXPERIENCE RECORD

Generally. Shareholder in full service law firm specializing in securities matters at the state and federal level, involving a primary emphasis on emerging growth companies and capital formation for mid level corporations in both the private and public sector, buy sell agreements, employment disputes and development of employee handbooks and procedures, securities regulation and criminal securities matters, commercial civil litigation, anti-trust, complex contractual disputes and business disputes, general corporate and partnership matters, mergers and acquisitions, complex civil securities litigation and general civil litigation of a complex nature in federal and state court. Represented both plaintiff and defendant in all aspects of corporate commercial litigation and extensive experience in complex business matters for both private and public corporations.

General Corporate and Partnership Law. Familiar with the limited liability company and partnership acts and keep corporate documents and books on numerous Texas corporations and partnerships and handle routine corporate matters for private and public companies. Advise on regulatory officer and director duties at the regulatory level and for private entities.

General Contract. Drafted numerous contracts involving leases, guaranty agreements, promissory notes, buy-sell agreements, broker-sales agreements, underwriting agreements, employment contracts, distributorship agreements, non-compete agreements and other general contract matters, contracts protecting proprietary information and propoerty, trade secrets, filings for 8-K's, Forms 12b-25, Form 10Q's, 10K's, Form 8's and all other variations of these forms usual and necessary to Exchange Act reporting companies. Familiar with industry guides in regards to real estate law, oil and gas and mining extraction disclosures.

Mergers and Acquisitions. Drafted closing documents for numerous corporate mergers and acquisitions, and first chair large merger and acquisition between two publicly owned mining companies. Attend shareholders meetings and closings for completion of the merger and acquisition and prepared all of the internal corporate documents and attendant federal and state filings.

Securities Arbitration. Familiar with NASD and NYSE Arbitration rules and procedure and participated in numerous arbitration matters. Was attorney of record for respondent as well as complainant in arbitration matters, handling both brokerage firm, broker's complaint as well as investor matters involving securities fraud, both federal and state, RICO, breach of contract, negligence, gross negligence, churning and failure to supervise.

FORMER ASSOCIATIONS

Jenkens & Gilchrist, P.C.
Kirk & Lindsay, P.C.
Axelrod, Smith, Komiss & Kirshbaum
Weiner, Strother & Lamkin
Sonfield & Sonfield
Chevron U.S.A.

 

BOARD AND CHAIR POSITIONS

Former Certification Committee Chair, Houston Women’s Business Council, 6 years
Appeals Committee, Women’s Business Enterprise Council
By-Laws Committee Chair, Houston Women’s Business Council
Board Member, Board of Directors, Women’s Business Enterprise Council
Member National Association of Women Business Owners
Former Member Services Chair, National Association of Women Business Owners
Former NAWBO Delegate, Federation of Houston Professional Women

PROFESSIONAL ASSOCIATIONS

American Trial Lawyers Association
Houston Bar Association
Women’s Business Enterprise Council
National Association of Women Business Owners
Federal of Houston Professional Women
Public Investors Arbitration Bar Association
Texas State Bar Member
Women Contractors Association
American General Contractor’s Association

JOSEPH H. HROCH, Associate

 

QUALIFICATIONS

State Bar of  Texas - 1998

U.S. District Court for the Southern District of Texas, 2001

U.S. District Court for the Northern District of Texas, 2002

EDUCATION

J.D. DEGREE:          South Texas College of Law
Juris Doctorate,  May 1998 (Top 33.3% of class)

 

B.B.A. DEGREE:      Texas Tech University
Bachelor of Business Administration, May, 1994     

 

SUMMARY OF EXPERIENCE

Litigation.  Joe Hroch is a litigation associate for The Spencer Law Firm and is involved in a wide variety of litigation in state and federal courts on behalf of plaintiffs and defendants.  Mr. Hroch has first- and second-chair jury trial experience in both state and federal court.  Mr. Hroch has first- and second-chair trial experience in front of both state and federal governmental regulators.  Mr. Hroch has first- and second-chair arbitration experience in front of the National Association of Securities Dealers (NASD), New York Stock Exchange (NYSE) and the American Arbitration Association (AAA).  Mr. Hroch’s practice focuses on complex commercial litigation.  His clients include businesses in the environmental, construction, retail, restaurant, oil and gas, securities, transportation and real estate industries.  He has represented foreign and domestic individuals, corporations, franchisees, franchisors, partnerships, and small companies.  He has extensive experience in:

securities fraud;
broker and broker dealer malfeasance and negligence;
real estate fraud;
business torts such as fraud and breach of fiduciary duty;
breach of contract claims; and
insurance bad faith claims.

Transactional.  Mr. Hroch also has an emerging transactional practice wherein he drafts and negotiates complex commercial contracts and leases on his business clients’ behalf.  Mr. Hroch is familiar with the Texas Business and Commerce Code, the requirements in creating corporate entities such as limited liability companies and partnerships and the requirements in maintaining and keeping his clients’ corporate books.   Mr. Hroch handles routine corporate matters for his private client companies and advises them on day-to-day operational, regulatory and transactional matters.  Mr. Hroch’s experience in litigation provides him with a solid background for drafting these documents as he always keeps an eye on the pitfalls he has seen in litigations past.  Mr. Hroch represents both buyers and sellers in multi-million dollar commercial real estate and commercial business transactions.  Mr. Hroch has attended numerous closings on commercial property and is familiar with the closing procedures and protocol for multi-million dollar properties.

PROFESSIONAL ASSOCIATIONS

American Bar Association
State Bar of Texas
Houston Bar Association
Transportation Lawyers Association

DAWN R. MEADE, Associate

 

QUALIFICATIONS

Licensed by the State Bar of Texas, 1991

 

Admitted to Practice before the following United States Federal Courts:

U.S. District Court for the Southern District of Texas

U.S. District Court for the Northern District of Texas

U.S. District Court for the Northern District of Florida

U.S. District Court for the Eastern District of Arkansas

U.S. District Court for the Western District of Arkansas

United States Court of Appeals for the Fifth Circuit

 

A-V Rated by Martindale Hubbell

EDUCATION

J.D. DEGREE:          South Texas College of Law, May 1990
                              National Order of the Barristers, 1990
 

 

B.B.A. DEGREE:      University of Houston, College of Social Sciences,

                              Sociology, 1987

SUMMARY OF EXPERIENCE

Dawn Meade is a seasoned litigator who prosecutes cases in state and federal courts throughout the country. She focuses her practice primarily on business and personal injury cases. Her business practice includes prosecuting trademark and copyright violations, fraud and fraudulent inducement, breach of contract, interference with business, consumer and securities law issues. In the personal injury arena, she prosecutes product liability, medical malpractice and serious injury claims. Dawn loves the law and the practice of law, considering herself fortunate to have spent her career representing those who need an advocate to stand between them and, in some cases, personal devastation. She believes that practicing law is an honor that imposes both a duty and a burden upon lawyers, both of which she gladly accepts.

Representative Cases:

The following cases, while not representative of any results that may be obtained in cases in the future, are some examples of Dawn Meade’s work:

Tortious Interference With Business. Dawn was one of a team of four lawyers representing a claims adjusting firm that filed suit against international insurance companies and insurance brokers, as well as an insurance adjusting firm, for delaying insurance claims. The primary complaint in the case was that the claims were delayed for the purpose of putting the plaintiff out of business. The case settled before trial for a cumulative total of $5,600,000.00. Of the settlement amount, the client paid $2,240,000.00 in attorney fees and $250,000.00 in litigation expenses, including fees for numerous expert witnesses.

Misappropriation of Proprietary Information, Tortious Interference With Business. After the above listed case, Dawn and two other members of the litigation team were hired, by an one of the defense experts, to represent him in a lawsuit regarding his own adjusting firm and conflicts he had with his partners. The case involved claims of misappropriation and theft of proprietary company information, as well as tortious interference with prospective business. The case settled before trial for $750,000.00. Of the settlement amount, the client paid $300,000.00 in attorney fees and $20,000.00 in litigation expenses.

Tortious Interference With Business, Wrongful Termination. Dawn represented a financial advisor who was terminated from his job after he advised clients to sell a stock that he considered to be unsuitable for their portfolios. His employer’s records reflected that he was terminated because high level employees of the issuer company demanded it. Dawn represented the financial advisor in two different forums: State District Court against the issuer’s employees and in arbitration against his employer. The cases were both settled before trial for a cumulative total of $367,000.00. Of the settlement amount, the client paid $183,500.00 in attorney fees and $77,000.00 in litigation expenses.

Breach of Contract. Dawn represented a former IFBB professional bodybuilder in his breach of contract and misappropriation of likeness claims against a nutrition supplement company. Dawn’s client had a contract with the company for the use of his likeness to endorse the company’s products. The company failed to pay sums due under the contract. The case was settled before trial for $900,000.00. Of the settlement amount, the client paid $360,000.00 in attorney fees and $40,000.00 in litigation expenses.

Breach of Contract and Fraud. Dawn represented a chiropractor in his claims against an orthopedic surgeon for breach of contract and fraud. The chiropractor developed a billing system that maximized the ability of a physician to collect insurance payments for services rendered to patients. He then contracted with the orthopedic surgeon to implement the system in the surgeon’s business. The surgeon failed to pay sums owed. The case settled during trial for $1,200,000.00. Of the settlement amount, the client paid $480,000.00 in attorney fees and $60,000.00 in litigation expenses.

Deceptive Trade Practices, Breach of Fiduciary Duty, Fraud. Dawn represented a poor, elderly man and his wife in a case against their mortgage company, their insurance company and various other companies to which the two primary defendants outsourced business. The case regarded the failure of the mortgage company to pay insurance premiums on the couple’s mobile home, despite the fact that the mortgage company withdrew the premium from the escrow account. Unfortunately, the mortgage company sent the premium to the wrong insurance company. The clients suffered a loss for which they were not insured due to the lapse in coverage. Dawn attempted, for over a year, to resolve the case with the mortgage company by waiving her fee and asking them to simply pay the $10,000.00 to repair the mobile home. The mortgage company refused, choosing instead to litigate for two years. The case was settled during trial for $400,000.00. Of the settlement amount, the clients paid $160,000.00 in attorney fees and $41,000.00 in litigation expenses, including substantial expert witness fees.

Personal Injury. Dawn has prosecuted a number of defective firearm product liability cases. The claims regarded the design defect of a popular rifle which defect allowed the gun to fire, when the safety mechanism was released, and without pulling the trigger. In 1995, she was one of a team of three lawyers who tried one of the cases to verdict. In the case, the client lost his foot, and ultimately his leg, as a result of a misfire on a hunting trip. The case was tried over eight weeks. The jury found that the rifle was defective, and awarded damages of $17.2 million. The damage award constituted $2.2 million in actual damages and $15 million in punitive damages. The jury also assessed 20% liability for the injury against the plaintiff. The case was settled post-trial for $3,500,000.00. Of the settlement amount, the client paid $1,400,000.00 in attorney fees and approximately $300,000.00 in litigation expenses.

PUBLICATIONS

Prosecuting Defective Firearms ¹

Religious Freedom ²

Legal Insurance Plans: The Good, The Bad and The Ugly ³

Securities Law: Prosecuting the Lying, Cheating Suits ⁴

PROFESSIONAL ASSOCIATIONS

Texas Bar Association
Houston Bar Association
American Association for Justice (Formerly ATLA)

CIVIC ASSOCIATIONS AND OFFICES

Brazoria County Women’s Center:      Board of Directors 2006 – present, Member

(A United Way Agency)                      Board of Directors, 2004 – 2005, President

                                                       Board of Directors, 2003 – 2004, Vice President

                                                       Board of Directors, 1998 – 2005, Member

 

National League of Women Voters:     1998 through 2002

                                                       President of Pearland Area Chapter 1999 – 2000

 

North Brazoria County Democrats:     1996 through present President 1998 – 1999

 

Texas Democratic Party:                   1996 through present

                                                      Delegate to State Convention, 1996

                                                      Elected to State Platforms Committee, 1996

 

¹ Co-Author, “A Primer to Prosecuting Defective Firearms Cases Involving Remington Bolt Action Rifles,”  67 Products Liability Advisory 8 (September, 1994).

 

² Author, “Religious Freedom: Analysis of the Courts’ Application of the Religious Freedom Restoration Act,” ABA Consumer & Personal Rights Litigation, Vol. III, No. 1 (May, 1996).

 

³ Author, “Legal Insurance Plans: The Good, The Bad and The Ugly,” ATLA Convention,

Chicago, IL (Summer, 2000)

 

⁴ Author, “Securities Law: Prosecuting the Lying, Cheating Suits,” ATLA Convention,

Atlanta, GA (Summer, 2002)