Curriculum Vitae

EDUCATION:

UNIVERSITY OF COLORADO SCHOOL OF LAW J.D. 1978
Boulder, Colorado
Business Manager and Editor,
University of Colorado Law Review, 1977-1978
“Regionalism or Parochialism: A Land Use Planner’s Dilemma,” 48 U. Colo. L. Rev. 575 (1977)

CORNELL UNIVERSITY A.B. 1971
Ithaca, New York

PROFESSIONAL EXPERIENCE:

March 2002 BURNS, FIGA & WILL, P.C.
to Present Shareholder

My practice is concentrated in business law, including the corporate/securities area (mergers and acquisitions, finance transactions, preparation of private placement memoranda and full registration statements for initial public offerings and subsequent securities offerings. I have also represented companies in preparing annual and quarterly reports, and other documents and filing those reports with the Securities and Exchange Commission and state agencies. My practice also includes preparation of executive and employee compensation plans, and miscellaneous other documents required in a general corporate practice. My clientele includes public and private companies, representing them in their initial formation and business operations. I also advise clients in some areas involving corporate and partnership taxation. I also represent land owners and purchasers in the purchase, sale, and development of real estate. My practice also includes significant experience in the natural resources field, including the preparation of agreements for the acquisition, exploration, and development of mineral properties.

I have served numerous times as an expert witness in cases involving corporate, partnership, and securities matters. I have been qualified as an expert witness in the United States District Court for the District of Colorado, the District Court for the City and County of Denver, Colorado, the District Court for Arapahoe County, and various arbitration tribunals.

July 1999 to present
SECURITIES BOARD
Department of Regulatory Agencies, State of Colorado
Member
(Vice Chairman, 2000-2001, 2004-2005; Chairman, 2001-2002, 2005-2006)

I was first appointed to this oversight board by Colorado Governor Bill Owens in July 1999, and reappointed by Governor Bill Ritter in July 2008 for a fourth consecutive term ending July 1, 2011. This Board is created by Colorado Revised Statutes, §11-51-702.5 and consists of five persons appointed by the Governor. The Securities Board is directed to provide oversight to the Securities Commissioner and to be available to advise the Securities Commission on issues affecting the Division of Securities and securities regulation in the state of Colorado. The Securities Board is also empowered to conduct hearings on orders to show cause issued by the Securities Commissioner and to make recommendations regarding cease and desist orders the Securities Commissioner proposes to issue under §1151606(1.5), and to hear appeals from orders issued by the Division of Securities under §1151606(3)(e) and §1151606(4)(d). In January 2001, I testified before the Colorado House of Representatives Business Affairs and Labor Committee in favor of HB 01-1031, a bill to grant the Division of Securities cease and desist authority and again in December 2003 and January 2004 on the bills proposed to reauthorize the Division of Securities and the Securities Board.

March 1998 to March 2002
NORTON • LIDSTONE, P.C.
Founder and Member

May 1995to March 1998
FRIEDLOB SANDERSON RASKIN PAULSON
AND TOURTILLOTT, LLC
Denver, Colorado
Member

February 1985to April 1995
FRIEDLOB SANDERSON RASKIN PAULSON
AND TOURTILLOTT
Denver, Colorado
Shareholder (1986-1995)

A law partnership of professional corporations, including Raskin & Friedlob, P.C., formerly known as Brenman Raskin & Friedlob, P.C.

September 1978 to January 1985
ROATH & BREGA, P.C.
Denver, Colorado
Associate

PUBLICATIONS:

Lidstone, Securities Law Deskbook, Bradford Publishing Co., Denver, Colorado, May 2006; 2007 and 2008 supplements (www.bradfordpublishing.com).

Rozansky and Reichert, Practitioner’s Guide to Colorado Business Organizations (Colorado Bar Assn. 2006-2008), contributor of “Form of Stock Redemption and Cross Purchase Agreement” (ch. 23) (http://www.cobar.org/cle/datadetail.cfm?productid=BLBUS05).

Lidstone, Federal and State Securities Regulation for the General Practitioner in Colorado (NBI, 2000).

Holderness and Wunnicke, Legal Opinion Letters Formbook (Aspen Law & Business, 2nd Ed. 2003), contributor to 2006-2008 Supplements (§7.07, §7.08, and §7.09); and (Wiley, 1st Ed. 1994), contributor to 1996 Supplement; reprinted in 1999-2 and 2001 Cumulative Supplements (§1.7, §1.8, §12.11, §12.12, and §12.13) (Publication Link).

Lidstone, Krems and Robinson, Federal Income Taxation of Corporations, ALI-ABA (6th Ed., 1989).

Lidstone, Marcia D. and Herrick K., Genealogy and Notes of the Families of Francis Edward Drake and Grace Alice Johnson Drake (2nd Ed., 1998), Lib. of Cong. Cat. No. 99209496.

“Piercing the Veil of an LLC – Sheffield Services Company v. Trowbridge,” scheduled for publication in December 2009 (38 The Colorado Lawyer, no 12).

“Danger Ahead! Legal Opinions for Colorado Lawyers,” 38 The Colorado Lawyer, no 4 at 25 (April 2009), co-author with Colleen R. Belak ()

“Admitting New Members to an LLC and ‘Booking-Up’ Capital Accounts,” 37 The Colorado Lawyer, no. 4 at 19 (April 2008) ().

“Sarbanes-Oxley Act of 2002: Impact on Private Companies and their Attorneys,” 33 The Colorado Lawyer, no. 7 at 73 (July 2004) ().

“Am I My Brother’s Keeper? Redefining the Attorney-Client Relationship,” 32 The Colorado Lawyer, no. 4 at 11 (April 2003) ().

“Putting the Brakes on Securities Fraud,” 30 The Colorado Lawyer, no. 9 at 73 (September 2001), co-author with Fred Joseph, Colorado Securities Commissioner ().

“Foreign Private Issuers Under the Securities Exchange Act of 1934,” 28 The Colorado Lawyer, no. 10 at 81 (October 1999) ().

“The Use of Projections In Securities Disclosure,” 26 The Colorado Lawyer, no. 8 at 51 (August 1997) ().

“Professional Advisors: Am I My Brother’s Keeper?” 23 The Colorado Lawyer 1795 (August 1994), co-author with Michael J. Norton, Esq.

“SEC’s Small Business Initiatives,” 21 The Colorado Lawyer 2553 (December 1992).

“Group Homes; Mandated By Statute But Locally Regulated,” 21 The Colorado Lawyer 1645 (August 1992).

“The Securities Enforcement Remedies and Penny Stock Reform Act of 1990,” 20 The Colorado Lawyer 219 (February 1991).

“The Surprising Application of the Securities Exchange Act of 1934,” 19 The Colorado Lawyer 433 (March 1990).

“Conflicts of Interest and the Director’s Duty of Loyalty,” 17 The Colorado Lawyer 1969 (October 1988).

Book Review of “Ethics Compliance for Business Lawyers,” 16 The Colorado Lawyer 2007 (November 1987).

“The Business Judgment Rule: The Director’s Standard of Care,” 15 The Colorado Lawyer 1809 (October 1986).

“Securities Exemptions under the Bankruptcy Code,” 14 The Colorado Lawyer 780 (May 1985).

“Corporate Indemnification: Is It Against Public Policy?” 13 The Colorado Lawyer 1404 (August) and 1634 (September 1984).

“Litigation Under Federal Securities Laws,” Am. Trial Lawyers Assn., 1984 Annual Meeting Convention Syllabus, co-author.

TEACHING:

NATIONAL BUSINESS INSTITUTE, Eau Claire, Wisconsin.
I have taught a number of courses about limited liability companies for this national provider of continuing legal education courses including the following:

“Advanced LLC Issues” (Denver, Colorado; December 9, 2009)

“LLCs – From Formation to Special Uses” (Denver, Colorado; June 18, 2009)

“Drafting LLC and LLP Agreements” (Denver, Colorado; September 25, 2008)

“LLC Trends and Developments” (Denver, Colorado; June 10, 2008)

“Advanced LLC Issues” (Denver, Colorado; December 10, 2007)

“Drafting LLC and LLP Agreements” (Denver, Colorado; September 25, 2007)

“LLC Trends and Developments” (Denver, Colorado; June 13, 2007)

“Advanced Limited Liability Company Issues” (Denver, Colorado; December 7, 2006)

“Drafting LLC and LLP Agreements in Colorado” (Denver, Colorado; December 7, 2005)

“Advanced Issues in LLC Formation and Operation in Colorado (Denver, Colorado; September 16, 2005)

“Drafting LLC and LLP Agreements in Colorado” (Denver, Colorado; December 3, 2004)

“Limited Liability Companies and Limited Liability Partnerships in Colorado” (Denver, Colorado; June 9, 2003) (paper co-authored with Kristen H. Boublik)

“Choice of Business Entity in Colorado” (Denver, Colorado; January 6, 2004)

LORMAN EDUCATION SERVICES, Eau Claire, Wisconsin
“Advanced Partnerships, LLCs and LLPs in Colorado” (Denver, Colorado; October 18, 2006)

BRADFORD PUBLISHING COMPANY, Denver, Colorado
“Private Placements, the Internet, and Securities Law” (Denver, Colorado, September 22, 2006)

CONTINUING LEGAL EDUCATION IN COLORADO, INC.

“Fundamentals of Securities Law,” a 7 credit hour survey of securities regulation addressing Overview of Federal Securities Law, including the Colorado Securities Act; and Sources of Liability – Private Liabilities, Enforcement, and the Colorado Securities Act (March 18, 2004).

“Basics of Securities Law,” a 7.1 credit hour survey of securities regulation addressing Overview of the Colorado Securities Act and Other Federal Laws; Exemptions from Registration Under Colorado Law; and Sources of Liability – Private Liabilities, Enforcement, and the Colorado Securities Act (December 13, 2001).

NATIONAL BUSINESS INSTITUTE, Eau Claire, Wisconsin

“Negotiating and Drafting Acquisition Agreements in Colorado” (Denver, Colorado; June 20, 2002).

“Federal and State Securities Regulation for the General Practitioner in Colorado” a 7 credit hour survey of securities regulation covering topics in the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as the Colorado Securities Act) (September 14, 2000).

UNIVERSITY OF COLORADO LAW SCHOOL, Boulder, Colorado
Adjunct Professor of Law

“Securities Regulation,” a three credit hour law course (Spring semester, 2009)

UNIVERSITY OF DENVER, COLLEGE OF LAW, Denver, Colorado
Adjunct Professor of Law

“Corporation Law,” a five credit hour law course (Winter quarter 1986 and 1987).

“Securities Law – 1933 Act,” a three credit hour law course (Fall semester 1992).

“Securities Regulation,” a three credit hour law course, including 1933 and 1934 Act (Spring semester 1997).

UNIVERSITY OF DENVER, COLLEGE OF LAW
INSTITUTE FOR ADVANCED LEGAL STUDIES

“Securities Law for the General Practitioner,” 1987, 1988, 1989, 1990, 1991, 1993, 1994, 1995, 1996, 1997, 1998, 1999 (a 16 hour course until 1991; a 12 hour course thereafter).

PAPERS PRESENTED:

Arapahoe County Bar Association, Business Law Luncheon, December 8, 2009; paper entitled “Piercing the Veil of an LLC – Sheffield Services Company v. Trowbridge, and Piercing the Veil of a Corporation – McCallum Family LLC v. Winger”.

Colorado Bar Association, Combined Meeting of the Tax, Business, Real Estate, and Trust and Estates Sections, December 2, 2009; paper entitled “Ethics Update”

Colorado Bar Association – CLE in Colorado, Inc. Business Law Institute, November 5-6, 2009, Paper entitled “Anatomy of a Legal Opinion” (November 6).

Colorado Bar Association, New Lawyers Subsection of the Business Law Section, October 8, 2009; paper entitled: “Danger Ahead! Legal Opinions for Colorado Lawyers”

Colorado Bar Association, Government Counsel Section, March 24, 2009; paper entitled: “Danger Ahead! Legal Opinions for Colorado Lawyers”

Colorado Bar Association – CLE in Colorado, Inc., Denver, Colorado
“Fundamentals of Securities Regulation,” January 30, 2009; paper entitled “Ethics: New Nuances on Old Rules”

Colorado Bar Association, Combined Meeting of the Tax, Business, Real Estate, and Trust and Estates Sections, December 10, 2008; paper entitled “Ethics 2009”

Colorado Bar Association – Young Lawyers Division, November 11, 2008, program entitled “Practical Aspects Of An Honorable Profession”, paper entitled “Getting The Most Out Of Your Experts from the perspective of an occasional expert witness”

Colorado Bar Association – CLE in Colorado, Inc. Business Law Institute, September 18-20, 2008, Paper on Legal Opinions (September 19); Panel on Fundamentals of Securities Regulation for the Business Lawyer (September 20).

Colorado Bar Association – CLE in Colorado, Inc., Denver, CO
“LLCs: How to Use Them”; paper entitled Using LLC Membership Interests as Collateral and Creditors’ Rights (Denver, Colorado, April 17, 2008)

Colorado Bar Association, Combined Meeting of the Tax, Business, Real Estate, and Trust and Estates Sections, December 12, 2007; paper entitled “Ethics 2008”

CLE International, “Private Equity – Lower and Middle Markets,” September 27-28, 2007 (paper entitled “Ethical Considerations in Business Transactions”)

Colorado Bar Association – CLE in Colorado, Inc. Business Law Institute, August 2-4, 2007, Panel on Third Party Legal Opinion Practice, paper entitled “Legal Opinion Issues” (co-author with Colleen R. Belak)

Arapahoe County Bar Association, “Spring CLE Update,” March 28-31, 2007 (paper entitled: Ethics 2007)

National Business Institute, Eau Claire, Wisconsin; “Limited Liability Company Update in Colorado” paper entitled “Ethics” (Denver, Colorado; June 27, 2006).

Association for Corporate Growth, January 11, 2005, with Arnold Tinter, CPA, (paper entitled: “Sarbanes-Oxley Act of 2002 and its Impact on Colorado Business”).

Arapahoe County Bar Association, “Spring CLE Update,” March 28-31, 2004 (paper entitled: “The Impact of the Sarbanes-Oxley Act of 2002 on Private Companies and their Counsel”).

Colorado Bar Association, Securities Law subsection of the Business Law Section, November 15, 2001 (spoke on “CeaseandDesist Authority and Other Recent Developments in State Securities Regulation”).

Colorado Bar Association, “2001 Legislative Update,” June 13, 2001 (spoke regarding H.B. 011031 entitled “Concerning the Grant of CeaseandDesist Authority to the Commissioner of Securities”).

Arapahoe County Bar Association, “Spring CLE Update,” March 29-April 1, 2001 (paper entitled: “Electronic Communications and Data Storage, and An Attorney’s Duty of Confidentiality”).

Gelfond Hochstadt Pangburn, P.C., “Ninth Annual SEC Seminar,” November 19, 1999 (papers entitled: “Audit Committees;” “Dealing with Analysts;” “Use of the Internet in Securities Transactions;” and “Materiality and Staff Accounting Bulletin 99”).

Arapahoe County Bar Association, “Spring CLE Conference,” March 29-30, 1999 (paper entitled: “Capital Raising by Corporations (and other Clients) in Colorado”).

Gelfond Hochstadt Pangburn, P.C., “Eighth Annual SEC Seminar,” November 6, 1998 (papers entitled: “Liability of Accountants” and “Securities Litigation Uniform Standards Act of 1998”).

Arapahoe County Bar Association, “Spring CLE Conference,” April 24-25, 1998, Las Vegas, Nevada (paper entitled: “Business Transactions for the General Practitioner”).

CLE International, “Representing High-Tech Companies,” December 8-9, 1997 (paper entitled: “Taxation Issues”).

Gelfond Hochstadt Pangburn, P.C., “Seventh Annual SEC Seminar,” September 12, 1997 (papers entitled: “The National Securities Markets Improvement Act of 1996;” “Use of the Internet in Securities Transactions;” and “The Private Securities Litigation Reform Act -- A Retrospective”).

CLE International, “Representing High-Tech Companies,” December 12-13, 1996 (paper entitled: “Taxation Issues”).

Gelfond Hochstadt Pangburn Stark & Co., “Sixth Annual SEC Seminar,” September 6, 1996 (papers entitled: “Private Securities Litigation Reform Act of 1995;” “New Developments in Exempt Offerings;” “Use of the Internet in Securities Transactions;” “Advisory Committee on the Capital Formation and Regulatory Process;” and “The SEC and NASDAQ”).

CLE International, “Representing High-Tech Companies,” December 11-12, 1995 (paper entitled: “Taxation Issues”).

Mineral Law Section, Colorado Bar Association, December 8, 1995 (paper entitled: “Ethical Considerations in Mineral Representation”).

National Business Institute, Inc., “Fundamental Issues In Oil and Gas Law in Colorado,” November 9, 1995 (papers entitled: “Financing Oil and Gas Transactions;” “Guide to Oil and Gas Taxation;” and “Ethical Considerations”).

Gelfond Hochstadt Pangburn Stark & Co., “Fifth Annual SEC Seminar,” September 15, 1995 (paper entitled: “Disclosure of Contingent Liabilities; Disclosure of Projections; and Regulation S”).

IPI Seminars, International Practicum Institute, “Current Entity Financing,” November 9, 1994 (paper entitled: “Raising Capital”).

CLE International, “Representing High-Tech Companies,” October 20-21, 1994 (paper entitled: “Taxation Issues”).

Gelfond Hochstadt Pangburn Stark & Co., “SEC Reporting Update,” June 20, 1994 (papers entitled: “The New Colorado Business Corporation Act” and “Am I My Brother’s Keeper?”).

Continuing Legal Education in Colorado, Inc., participant in program entitled: “The New Colorado Business Corporation Act,” May/June 1994 (paper entitled: “The Transition Rules”).

Investing in the Americas/Invirtiendo en las Americas – 1994, sponsored by International Investment Conferences, Inc., Miami, Florida, April 1994, (paper entitled “Legal Aspects of Privatization”).

Colorado Society of Certified Public Accountants, December 1993, (paper entitled: “Small Business Incentives and Hindrances”).

CPA Club of Greater Denver, May 1993, (paper entitled: “Non-Qualified Compensation for the Small Business Owner”).

Environmental Audit Session, 96th National Western Mining Conference, March 1993, (paper entitled: “Disclosure of Environmental Liabilities by Consultants and their Clients”).

Investing in the Americas/Invirtiendo en las Americas – 1993, sponsored by International Investment Conferences, Inc., Miami, Florida, March 1993, (paper entitled: “Raising Capital in the United States for Mining Ventures in the Americas”).

Colorado Mining Association, “Mining Summit III,” November 1992, (paper entitled: “Disclosure of Environmental Liabilities”).

Colorado Society of Certified Public Accountants, December 1986, (paper entitled: “EDGAR and Electronic Communications”).

“Real Estate Syndications,” Northwest Center for Professional Education, April 1985, (paper entitled: “State Securities Regulation”).

“The Small Miner’s Workshop,” The Mining Record, April 1985, (paper entitled: “Alternatives to Going Public and Creative Financing Alternatives”).

“The Small Miner’s Workshop,” The Mining Record, May 1984, (paper entitled: “Legal Aspects of Financing Your Business”).

NEWSLETTERS WRITTEN:

“More on Piercing the Veil, and Officers’ and Directors’ Duties to Creditors--McCallum Family LLC v. Winger,” Business Law Section (CBA) Newsletter (December 2009)

“Piercing the Veil of an LLC to Impose Liability on Managers – Sheffield Services LLC v. Trowbridge”, Business Law Section (CBA) Newsletter (November 2009)

“TICs – More Than a Facial Twitch or Bug,” in Briefly, published by Burns, Figa & Will, P.C. (Spring 2007)

“Rock, Paper, Scissors and Alternative Dispute Resolution,” in Briefly, published by Burns, Figa & Will, P.C. (Fall/Winter 2006)

“Recognizing Investment Scams,” in Briefly, published by Burns, Figa & Will, P.C. (Spring 2006)

“SEC Increases Scrutiny of Environmental Disclosures,” in Briefly, published by Burns, Figa & Will, P.C. (Fall/Winter 2005)

“Tax Reform...Again” co-authored with Raymond L. Friedlob, published by Friedlob, Sanderson, Raskin, Paulson & Tourtillott (September/October 1997).

“Seeing Clear” published by Friedlob, Sanderson, Raskin, Paulson & Tourtillott (March/April 1997).

“Scared Bitless” published by Friedlob, Sanderson, Raskin, Paulson & Tourtillott (August/September 1996)

“Congress Overrides Veto, Passes Securities Reform” published by Friedlob, Sanderson, Raskin, Paulson & Tourtillott (February/March 1996).

PROFESSIONAL ACTIVITIES:

Member, Arapahoe County, Colorado, and American Bar Associations. Colorado Bar Association representative to the American Bar Association’s Working Group on Legal Opinions (since 2007, http://www.abanet.org/buslaw/wglo/); Secretary/Treasurer for the Executive Council of the Colorado Bar Association’s Business Law Section (term commencing July 1, 2009).

Chairman, Transition Subcommittee (Chapter 17), Colorado Corporation Code Revision Committee of the Colorado Bar Association (1988-1990).

Member, Committee of the Bar Association assisting the Securities Commissioner in drafting rules to implement the Colorado Securities Act of 1990 (1990).

Member, Denver Association of Oil and Gas Title Lawyers (Secretary, 1993-1994; President, 1994-1995).

OTHER ACTIVITIES

Member, Board of Directors, Kodiak Oil & Gas, Inc. since March 2006

Member, Colorado Bar Foundation, the charitable arm of the Colorado Bar Association (since 2003)

Member, Arapahoe Bar Foundation, the charitable arm of the Arapahoe County Bar Association (since 2005)

MILITARY SERVICE:

1971 to1975 UNITED STATES NAVY

1975 to 1980 UNITED STATES NAVAL RESERVE

Presently UNITED STATES NAVAL RESERVE
Lieutenant Commander, Retired

ADMITTED: To the Bar of the State of Colorado and to the United States District Court, District of Colorado.

BIOGRAPHY: “Who’s Who in the World” (Marquis Publishing) 1989-2009 Editions

FELLOW: Colorado Bar Foundation
Arapahoe County Bar Foundation

LANGUAGE: Spanish

PERSONAL: Born: September 10, 1949
Married; Three Adult Children