Robert H. Carpenter, Jr

Robert H. Carpenter, Jr. Page 1

Robert H. Carpenter, Jr.

5912 Castlebar Lane • Plano, Texas75093

972.473.4834 • email:

P R O F E S S I O N A L H I G H L I G H T S

Attorney with over 25 years experience
Counselor to CEOs and executive managers and member of senior management teams
Proven expertise in technology, financial services and governmental regulatory practice areas
Directed legal and regulatory compliance activities of international consumer finance operations
Demonstrated ability in achieving foreign government and international organization consensus
Successfully manages organizations in dynamic and challenging environments
Develops strong team and individual competencies that result in effective and efficient legal services
Specialized expertise in managing legal exposure relating to major transactions
Met goals in leading multi-disciplinary task forces that plan and implement strategic change

A R E A S O F E X P E R T I S E

Technology Law  Mergers & Acquisitions  Strategic Planning/Corporate Structure

Banking Law  Consumer Lending  Regulatory Compliance

International Legal Reform  Litigation Management  Arbitration

P R O F E S S I O N A L E X P E R I E N C E

Solo Practitioner 2004 – Present

Carpenter Law Office Plano, TX

Private law and consulting practice focuses on information technology and mergers & acquisitions, including private equity fund transactions. Practice also includes advice to senior executives on employment and severance matters. Representative clients include Cargill Financial Services Corporation, Fannie Mae and Electronic Commerce Partners.

Act as General Counsel to entrepreneurial private equity fund investing in e-commerce payments processing. Drafted limited partnership agreement and private placement memorandum for $13 million offering. Developed due diligence scheme, terms sheet and letter of intent for fund’s initial acquisition of $2 million business.

As outside General Counsel to company providing information services and technology solutions to the financial services industry, negotiated and closed acquisition of two major data processing platforms including commercial bank and equity financing for each. Assisted management in product development and documentation. Managed relationships with banking and thrift regulators. Aggregate business grew to $25 million in annual revenues.

Participated in independent audit of Bank Indonesia, Indonesia’s central bank. Evaluated bank regulation and supervision rulemaking process for statutory authority and transparency, benchmarked rules against international “best practices” and tested for effective enforcement; presented findings and recommendations to Indonesia’s audit board. Identified Bank Indonesia’s role, financial obligations and risk of loss in over 20 multi-billion dollar “liquidity credit” and economic development loan programs; benchmarked programs against similar programs in other countries.

Advised Federation of Bosnia and Herzegovina on re-establishment of banking system. Drafted, in cooperation with U.S. Agency for International Development, World Bank and International Monetary Fund, new banking legislation and presented proposal to Federation government that has now been enacted. Developed action plan for establishment of new bank regulatory agency, including proactive role for agency counsel.

Vice President, General Counsel & Secretary 2000 – 2004

Aurum Technology Plano, TX

Provided legal support and corporate development (mergers & acquisition) services to management of private company delivering information services and technology solutions to the financial services industry.

Resolved several major customer disputes without litigation and without loss of customer goodwill. Achieved over $3 million in unbudgeted revenues in 2 years.

Structured strategic alliances for remarketing and value-added reseller services that strengthened product suite. Developed and negotiated terms for $2.4 million joint software development initiative with Unisys Corporation that promotes browser-based access to company systems.

Negotiated and documented five acquisitions, aggregate purchase price over $22 million. Transactions involved substantial due diligence investigation and evaluation, risk analysis and problem solving. Shareholders received unanticipated, early return on investment because of beneficial transaction structure.

Developed uniform, “plain English” customer agreements and software licenses. Customers responded positively, many saying that for the first time they understood what they were buying from the company and on what terms.

Vice President, Corporate Counsel 1997 – 1998

ACCESS Financial St. Louis Park, MN

Provided legal and regulatory support to Cargill Financial Services Corporation’s consumer finance subsidiary focused on mortgage lending and financing and servicing retail installment sales contracts for manufactured housing. Participated with executive management in development and implementation of strategies for discontinued operations.

Structured and negotiated sale of asset-backed securities and transfer of servicing responsibilities for $1.2 billion in securitized mortgage loan portfolios. Obtained sales proceeds over $500 million better than projected.

Evaluated practices and recommended initiatives for servicing of manufactured housing portfolio that would ensure regulatory compliance and proposed new fee structure that would maximize income opportunities while optimizing risks that might result from changes in business operations. Identified and corrected unauthorized late payment charges.

Developed legal and regulatory due diligence process to evaluate risk and identify opportunities presented by proposed corporate strategies, including mergers with other companies. Applied process to identify licensing deficiencies at potential target that presented significant risk.

Senior Vice President, General Counsel 1996 – 1997

MAXIM Financial Services Milwaukee, WI

Member of executive management of retail motor vehicle finance venture owned by Cargill Financial Services Corporation. Organized and licensed new company and completed requirements to commence operations. Participated in strategic planning and design and implementation of business discontinuation strategies.

Negotiated and documented sale of over $150 million in financial assets; sales proceeds exceeded corporate expectations. Identified issues related to closing operations and developed implementation plans to maximize recoveries and to limit contingent liabilities.

Completed audit of loan portfolio and identified consumer compliance issues requiring immediate attention. Recommended and implemented remedial actions including redesign of loan servicing policies and procedures that complied with bankruptcy law, debt collection statutes and industry practices.

Commenced and managed litigation, including involuntary bankruptcy petitions. Closed litigation resulted in favorable resolution of matters totaling over $300,000.

Senior Vice President, General Counsel and Director of Governmental Affairs 1992 – 1994

ITT Financial Services Minneapolis, MN

Senior legal adviser to CEO and executive management. Responsible for legal and regulatory support to field and headquarters, including domestic and international businesses. Conducted lobbying and regulatory efforts in state capitals and Washington, DC.

Advised CEO on competitor and market influences, legal and regulatory environment and resource constraints that supported strategic planning for consumer banking. Led multi-disciplinary working group, including consultant resources, that developed action plan for implementing banking decision.

Negotiated and closed divestiture of $2.2 billion in consumer small loans to Wall Street-organized joint venture. Successfully resolved numerous legal and regulatory obstacles to receivables transfer and to joint venture structure. Developed and executed successful plan to terminate over 1,000 employees, downsizing by 93% without any legal claims.

Redesigned legal and regulatory structure of business platform. Refocused company on new home equity loan business with centralized back office operations.

Developed litigation strategy, including arbitration practices, that reduced exposure and resolved several significant pending cases. Negotiated settlement of national class action lawsuit regarding payment deferrals. Defeated class certification in case alleging insurance packing.

Vice President, General Counsel - Bank Law 1987 – 1992

Household International Prospect Heights, IL

Provided comprehensive legal advice to group executive for consumer and mortgage banking businesses. Advised holding company, consumer and mortgage banking businesses and credit card businesses on bank regulatory issues.

Negotiated and closed over 18 acquisitions and divestitures. Consumer deposits increased from less than $2 billion to more than $6 billion. Assets increased to more than $9 billion. Built $35 billion mortgage servicing portfolio.

Established legal and regulatory restructuring plan that transferred commercial, home equity, unsecured and credit card loans from affiliates to Household Bank.

Enhanced departmental productivity through process improvement and increased training. Reduced use of outside counsel.

Vice President, Legal 1984 – 1987

Federal Home Loan Bank of Dallas Dallas, TX

Senior manager of legal division responsible for timely, accurate legal services.

Led working group for FHLBB to develop streamlined process for dealing with failing savings associations. FSLIC case resolution process was restructured and decentralized.

Developed strategic plans for dealing with S&L crisis in the Southwest – FSLIC recapitalization and “Texas Plan” to stabilize Southwest savings associations. Congress enacted FSLIC recapitalization in 1987. “Texas Plan” was model for 1987 and 1988 sales of failing thrift institutions.

Designed and implemented policies and documentation for interest rate swaps, a then-emerging asset-liability management product.

A D D I T I O N A L E X P E R I E N C E

Senior Attorney, Office of General Counsel 1982 – 1984

Federal Home Loan Bank Board Washington, DC

Staff Attorney, U.S. Court of Appeals for the Armed Forces

Attorney-Advisor, Board for Correction of Naval Records 1980 – 1982

U.S. Department of Defense Washington, DC

Assistant Attorney General and Staff Counsel, Alabama Securities Commission

Assistant Attorney General, Civil Rights Section, Office of Attorney General 1979 – 1980

State of Alabama Montgomery, AL

Judge Advocate, Naval Legal Service Office 1975 – 1979

U.S. Navy San Diego, CA

B A R M E M B E R S H I P S

Alabama, 1975 District of Columbia, 1982

Minnesota, 1994 Texas, 2000

Illinois, 2002

E D U C A T I O N

GeorgetownUniversityLawCenter, LL.M. in Securities Regulation, 1983

University of Alabama, J.D., 1975 and B.A. with Honors in Political Science, 1972

P R O F E S S I O N A L A F F I L I A T I O N S

Banking Law Committee,Business Law Section

American Bar Association, Chicago, IL

1988 – Present

Negotiated Acquisition,Business Law Section

American Bar Association, Chicago, IL

2001– Present