Brian L. Hermes & Associates, PLLC. January 2009 – Present
Solo practitioner focused on serving middle market companies as an outsourced general counsel. Client list includes a handful of companies who have engaged the firm on a monthly fixed fee basis. In exchange, they have full-time access to firm to serve their legal needs at a fraction of the cost of hiring a full-time general counsel.
- Contract Review and Negotiation – Prepared comprehensive user agreement contract set for online commodity exchange. Updated and drafted multiple agreements for multi-million dollar direct sales business and start-up direct sales business. Other representative contracts include: confidentiality and nondisclosure agreements, independent contractor agreements, license agreements, IT hardware, software and support agreements, settlement and release agreements, credit agreement and other debt instruments.
- Banking – Successfully documented and closed a multi-million dollar revolving line of credit with local bank in order to eliminate factoring relationship with national bank. Successfully documented and closed real estate financing for unencumbered real estate in Laredo, Texas. Closed a significant credit transaction for local insurance brokerage which involved coordination with various creditor groups, shareholders and new investor.
- Litigation Oversight – Participation in document production and preparation of corporation representative for subpoena of records and deposition. Negotiation of various settlements in lieu of litigation.
Home Interiors & Gifts, Inc. January 2005 – December 2008
Vice President and General Counsel (December 2005 – Present)
Senior Legal Counsel (January 2005 – December 2005)
Head of legal department and part of executive team responsible for implementing post-acquisition turnaround plan of hedge fund equity sponsor, Highland Capital Management, LP. Prior to filing for bankruptcy protection in April 2008, portfolio company was largest direct seller of home décor consumer products in the world. Areas of expertise include: extensive contract drafting and negotiation, Board and equity sponsor advisor, corporate governance, labor relations, litigation risk management and intellectual property.
- Legal Oversight – Responsible for legal oversight of direct sales business in the United States, Canada, Puerto Rico and Mexico as well as framed art and candle manufacturing businesses in Texas, porcelain manufacturer in New Jersey, outside sales subsidiary specializing in sales to big box retailers, Chinese representative office and charitable foundation. Coordinated corporate reorganization of multiple entities to account for change in corporate franchise tax laws.
- Contract Review and Negotiation – Annually oversee the review, negotiation and execution of approximately 200 – 300 contracts across all business units. Representative contracts include: confidentiality and nondisclosure agreements, independent contractor agreements, real and personal property sale agreements, real and personal property lease agreements, domestic and international supplier agreements, license agreements, IT hardware, software and support agreements, special event agreements, staffing agreements, settlement and release agreements, credit agreement and other debt instruments.
- Litigation Management – Oversight of all litigation, workers compensation claims, product claims and risk and regulatory compliance. Includes oversight of outside counsel, interaction with insurance broker and providers, cost-benefit analysis associated with each claim, and presentations to the Board and executive management.
- Labor Relations – Involved with planning and implementing significant reductions in force and multiple plant closures both pre- and post-bankruptcy. Responsible for responding to and defending EEOC claims. Drafting of employee handbook and associated policies. Member of 401K committee.
- Divestiture of Non-Strategic Assets – Analyzed, presented to the Board, negotiated and executed the divestment of plastic injection molding manufacturing subsidiary, corporate aircraft ownership interests, retail candle distribution company (merged into another subsidiary), and porcelain manufacturer. Presented to the Board, negotiated and executed sale leasebacks of corporate headquarters and manufacturing subsidiary.
- Board Liaison and Advisor – Extensive experience operating under private equity ownership prior to and during a turnaround, including board meeting preparation and direction. Responsible for drafting communications to Board of Directors and equity sponsors, including Board books and Board minutes.
- Cost Controls – Reduced the legal department budget by 50% while expanding the responsibilities of the department company wide.
- Staff Supervisor – At its apex, responsible for leading legal team that included staff attorney, paralegal and assistant.
- Reorganization Oversight – Helped facilitate the transfer of ownership of company from prior private equity firm to current in 2006 through out of court restructuring. Since company filed for bankruptcy protection in April, responsible for coordinating filings and data transfers between the company and outside counsel. Responsible for analyzing all executory contracts and negotiating with landlords and other contract parties on a go-forward basis.
Bell Nunnally & Martin, LLP August 1998 – January 2005
Member of five person corporate department, in midsize full-service law firm. Developed a general transactional practice with an emphasis in mergers and acquisitions, contracts and corporate governance.
- Mergers and Acquisitions – Represented numerous clients in the buying and selling of public and private businesses. This included stock sale of local beauty products manufacturer to Fortune 500 company, stock sale of multiple television stations, merger of multi-million dollar plumbing supply companies and asset sale of computer consulting business to executive management team.
- Outside General Counsel – Part of team that served as outside general counsel for multiple private equity portfolio companies, including Home Interiors & Gifts, Inc. Roles included advising Board and executive management and negotiating acquisition and divestiture agreements as well as other contracts.
- Intellectual Property – Extensive history in intellectual property matters including licenses, copyrights and trademarks. Responsible for applying for and securing hundreds of federally registered trademarks and copyrights.
- Real and Personal Property Foreclosures – Represented several secured creditors in foreclosing secured interests by conducting both private and public sales of real and personal property. Includes numerous non-judicial real property foreclosures in Texas.
Baylor Law School July 1998
Juris Doctor (licensed, November, 1998)
St. Mary’s University May 1995
Bachelor of Science in Corporate Finance
Home Interiors Charitable Foundation – Chairman and President
W.A. Criswell Foundation, Inc. – Director
First Baptist Church – Deacon; Board Ministry Team – Chairman; Legal Resources Committee
Dallas Bar Association
Married for 12 years to Wendy; Two children – Halle, 5 years and Hayes, 2 years