Bios James R. Kruse Since 1970, Jim has concentrated his practice on securities and corporate law, emphasizing new equity financings and corporate acquisitions and reorganizations involving publicly traded companies. Jim s particular practice interests are: structuring Initial Public Offerings and other securities offerings, complex mergers, acquisitions, and other transactions integrating securities, corporate law and financial reporting requirements with tax planning advising companies on corporate governance and regulatory compliance representing companies and selling group members in Initial Public Offerings and other securities offerings and preparing offering documents and SEC periodic reports for public and private financings preparing ongoing disclosures to stockholders and the investment community organizing new business entities, whether owned by family members, business or professional associates or the public advising broker-dealers and investment advisers coordinating international business ventures with local legal counsel, accountants and governmental authorities Jim particularly focuses on understandable, readable disclosure, including the development of overall communication strategies and the drafting of specific language for sensitive matters. Richard Best Richard R. Best is the Regional Director of the Salt Lake City office. Prior to this appointment, he was a Chief Counsel in FINRA s Department of Enforcement in New York where he supervised regulatory investigations and litigation conducted by a team of attorneys and investigators. Mr. Best also served as a Director, Senior Trial Attorney and Trial Attorney while at FINRA. Before joining FINRA, Mr. Best was an Assistant District Attorney in the Office of the Bronx County District Attorney. He was a supervisor in the Rackets Bureau and the District Attorney s Liaison to the New York City Department of Correction. Mr. Best was also an adjunct lecturer at the John Jay College of Criminal Justice. Mr. Best earned his undergraduate degree in Computer Science from the State University of New York, College at Old Westbury and his law degree from the Howard University School of Law.
David S. Evans Mr. Evans is a member of the firm s Corporate and International Sections. He specializes in domestic and international general corporate and securities transactions such as business formation and planning (including general corporate governance matters such as limited liability company operating agreements, bylaws, shareholder agreements, registration rights agreements, etc.), promissory notes, warrants, employment agreements, private securities offerings, mergers, stock/asset acquisitions, and other corporate transactions and matters. He also regularly represents publicly-traded clients in connection with their regular SEC reporting obligations. Mr. Evans is recognized as one of Utah s Legal Elite for corporate law and as a Mountain States super Lawyers Rising Star for mergers and acquisitions. Jonathan Vaas Jonathan Vaas is Director, Associate General Counsel for Adobe, a global leader in digital media and marketing solutions. He leads the legal department s corporate, securities and M&A team, which provides legal counseling in the areas of mergers and acquisitions, M&A integration, public securities compliance and reporting, executive compensation, insider trading compliance and general corporate counseling. Prior to joining Adobe he worked as a corporate associate at Sullivan & Worcester in Boston, Massachusetts and Jones Day in Columbus, Ohio. He holds a BA in Political Science from Ohio State and a JD from Harvard Law School. Jonathan lives in Salt Lake City with his wife and two children. He is a member of the Utah, Massachusetts (inactive) and Ohio (inactive) bars. He is also a member of the board of trustees of the University of Utah Hospital Foundation and a published writer. Spencer Kirton Spencer Kirton is Assistant General Counsel for Instructure, Inc., a leading educational technology company. He is an integral part of the company's legal department, which provides counseling in areas of securities compliance and reporting, corporate governance, executive compensation, insider trading compliance, privacy, commercial negotiations, mergers and acquisitions and general corporate counseling. Prior to joining Instructure he worked as a corporate associate at Cravath, Swaine & Moore LLP in New York City, New York and Dorsey & Whitney LLP in Salt Lake City, Utah. He holds a BA in Accounting from Utah State University and a JD from the J. Reuben Clark Law School. Spencer lives in Salt Lake City with his wife and three children. He is a member of the Utah and New York bars.
J. Martin Tate Marty counsels his clients on various forms of structured finance, securities matters, private and public offerings, SEC reporting, 1934 and 1940 Act compliance, mergers and acquisitions, real estate financings, venture capital and angel financings, fund formation and compliance, business formation and corporate governance. Over the past five years, Marty has been active in advising clients in the crowdfunding and peer-to-peer lending space, with a particular focus on the JOBS Act, 506 offerings, intrastate offerings and Regulation A. His clients in this space include nationally and internationally recognized platform operators, sponsors, issuers, investors and service providers. He was recently recognized as one of the top crowdfunding attorneys and continues to provide expertise and play a leading role locally and nationally in this evolving area of securities law. Prior to joining CLI, Marty served as General Counsel and Director for Harbor Capital Partners, a private investment company. He also served as in-house counsel for other funds and investment groups and continues to focus a large part of his practice on issues surrounding private funds. His clients in this area include hedge funds, private equity funds, venture capital funds where he provides counsel relating to fund formation and structuring, regulatory compliance, investment structuring and reporting issues. He has assisted in the formation of numerous domestic and offshore funds in various structures and has advised investment managers and investment advisors on state and SEC compliance issues associated with the management of such funds. Marty also represents a number of entrepreneurs, small and large companies as well as private investors, finance companies, national and regional banks, investment banks and venture capital and private equity firms. In working with such clients, he regularly advises on various transactions, financings, contracts and agreements in an array of matters. Throughout his career, he has provided counsel in association with over $500 million in debt and equity financings. Mark W. Pugsley Mark Pugsley s practice is focused on complex commercial litigation involving financial institutions, including brokerage firms, banks and insurance companies. He has handled fraud litigation, FINRA arbitrations, whistleblower cases, receivership litigation, and regulatory investigations for over twenty years. He is the chair of the Securities Litigation Group at Ray Quinney & Nebeker and holds active licenses to practice law in Utah and California, and the United States District Court in Colorado. Mr. Pugsley also frequently assists investment advisors, brokerage firms and registered representatives with administrative actions, civil litigation, audit disputes and investigations
brought by the U.S. Securities and Exchange Commission, the Utah Division of Securities, and the Financial Industry Regulatory Authority (FINRA). He has also handled shareholder disputes, class actions and derivative actions for private and publicly-traded companies. Keith Woodwell Keith Woodwell has been the Director of the Utah Division of Securities since 2008. He graduated magna cum laude from the BYU Law School in 1995 and still bleeds blue. Keith has worked in private practice and as Associate General Counsel to the Utah State Legislature. Prior to his current appointment, Keith spent six years in Washington D.C. and overseas in the National Clandestine Service of the Central Intelligence Agency. Bril Flint Bril is Chairman-Emeritus and current Board Director of the Central Texas Angel Network (CTAN), based in Austin, Texas. CTAN is one of the most active angel groups in the country, with over 130 members, a portfolio of over 130 funded companies and investments totalling over $80 million. Bril is one of the more active CTAN members, investing in MedTech, BioTech, consumer, B2B, software, mobile and other verticals. Bril is currently the Chief Product Technology & Supply Chain Officer of Human, an early stage functional food and nutraceutical company that has licensed IP from the University of Texas Health Science Center in Houston. Human has been bootstrapped with minimal startup capital, and will complete 2016 with $30 million in revenue. Bril is an experienced Technology and Media Executive, with skills in Strategic Planning, Analysis, M&A, Operations and Finance. Bril s management career began at Bain & Co., where he was a Consultant and Engagement Manager. After Bain, he worked in the recorded music business. He was Vice President of Strategic Planning for the North American division of EMI- Capitol Music in the mid-90s, its most profitable period ever. Following EMI, Bril built and organized the Corporate Planning department at Dell Computer, helping the company grow from $7B in revenue to $30B. He was also VP of Planning and Finance for Worldwide Operations at Dell, including manufacturing, distribution, and procurement. In addition, Bril was the VP of Planning and Finance for the Large Corporate Accounts sales group at Dell. Bril joined Apple Computer in 2003, just prior to the launch of the itunes Music Store. He led the 100-person organization running the Demand/Supply Planning function for all Apple and Mac products and the Americas Finance team. Bril has a Bachelor of Science Degree in Mechanical Engineering from MIT and a Master of Science degree in Management from the Sloan School of Management at MIT.
Wayne Klein Wayne currently serves as a receiver, taking control of companies accused of fraud, selling the assets, recovering funds improperly paid out, and returning recovered funds to investors. He also provides forensic accounting and expert witness services. Wayne obtained his law degree from George Washington University, in Washington, D.C. His prior positions have included Director of the Utah Division of Securities, Director of the Commercial Enforcement Division of the Utah Attorney General s Office, and Chief of the Idaho Securities Bureau. He has testified before Congress on three occasions and written and lectured extensively on securities enforcement issues.