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BONNIE E. SPENCER, Principal
QUALIFICATIONS
State Bar of Texas, State Bar No. 06366100 - November 24, 1980
U.S. District Court for the Southern District of Texas, 1987
U.S. District Court for the Northern District of Texas, 1996
U.S. Court of Appeals for the 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 Association for Justice
Houston Bar Association
National Association of Women Business Owners
Public Investors Arbitration Bar Association
Texas State Bar Member
Women Contractors Association
American General Contractor’s Association