Laurence S. Lese

Laurence S. Lese

Laurence S. Lese is a partner in the law firm Duane Morris LLP and practices in the firm's Washington, D.C. office. Mr. Lese has been with Duane Morris since 1997. He practices corporate and securities law and advises his clients in the areas of business law and finance and compliance with federal and state law relative to corporations, partnerships and other business entities. His practice focuses on compliance with the Securities Act of 1933 regarding public offerings and private placements of equity and debt securities, publicly registered syndicated oil and gas limited partnership offerings, mergers and acquisitions; and compliance with the reporting requirements, proxy solicitation rules and insider trading regulations under the Securities Exchange Act of 1934 and corporate governance under the Sarbanes-Oxley Act. He represents clients before the Securities and Exchange Commission, NASD Regulation, Inc. and the National Association of Securities Dealers, and the state securities commissions. He lectures frequently on the Sarbanes-Oxley Act of 2002 and is a member of the firm's Sarbanes-Oxley Act Committee.

Prior to entering private practice, Mr. Lese was a special counsel, an assistant branch chief and an attorney-advisor in the Division of Corporation Finance of the Securities and Exchange Commission. Admitted to practice in the District of Columbia, Colorado and Maryland, he is a member of the Business Law Section of the American Bar Association and the Corporation, Finance and Securities Law Section of The District of Columbia Bar.

He is a 1970 graduate of Cornell University Law School and a 1967 graduate of Cornell University.

Representative Matters

· Represented petroleum development corporation in a series of publicly registered and privately played syndication of oil and gas limited partnerships agreements in excess of $1 billion over several years.

· $90 MM private placement of general and limited partnership interests sold to accredited investors only, Closed in August 2007; oil and natural gas limited partnership to drill wells & to produce oil and natural gas from those wells.

· $90 MM private placement of general and limited partnership interests sold to accredited investors only, Closed in July 2006; oil and natural gas limited partnership to drill wells & to produce oil and natural gas from those wells.

· $210 MM Form S-4 registration of merger regarding Zions Bancorporation's acquisition of Stockmen's Bancorp. Will be filed during fourth quarter of 2006; anticipate closing in first quarter of 2007.

· Internal Revenue Code section 1031 exchange. $100 MM from $354 MM sale of undeveloped drilling properties to Marathon Oil Corp. will be used to purchase outstanding partnership interests of each of 50 non-public limited partnerships, each of whose business is drilling natural gas wells (all already drilled) and producing natural gas from those wells. Will call and hold 50 meetings of investors of these limited partnerships and upon each approval, will finalize acquisition of each limited partnership's securities and close each of the 50 transactions under section 1031. Expect all transactions to close by middle of January 2007.

· Drafted SEC Rule 10b5-1 omnibus plan for investment bank.

· Counsel to oil and gas drilling company in its $36 million private placement of limited partnership interests.

· Provided counsel on adequacy of board oversight under Delaware General Corporation Law and the Office of Federal Housing Enterprise Oversight corporate governance safety and soundness regulations regarding OFHEO's investigation of Fannie Mae.

· Represent a Nasdaq NMS-listed oil and natural gas drilling and production company in its role as issuer and dealer manager (through its captive NASD-registered brokerage subsidiary) in a $400 million SEC-registered drilling program, the largest oil and gas limited partnership syndication in the U.S. - a shelf offering of general partnership interests and limited partnership interests to be sold over a three-year period serially in 12 discrete limited partnerships.

· Ongoing representation of a Nasdaq NMS-listed oil and natural gas drilling and production company in its Securities Act and Exchange Act compliance as well as Sarbanes-Oxley and corporate governance compliance.

Professional Activities

· American Bar Association
- Business Law Section

· The District of Columbia Bar
- Corporation, Finance and Securities Law Section
-- Chair, Emerging Business Committee, 1988-1991
-- District of Columbia Practice Manual Coordinating Committee, 1991-1993

Experience

· Duane Morris LLP
- Partner, 1997-present

· Metzger, Hollis, Gordon & Alprin, Washington, D.C.
- Partner, 1988-1997

· Cassidy & Donohue, Washington, D.C.
- Associate, 1985-1988

· Dameron & Clarke, Gaithersburg, Maryland
- Associate, 1984-1985

· McGuire, Kearns & Cornwell, Denver, Colorado
- Associate, 1983-1984

· Kelly, Stansfield & O'Donnell, Denver, Colorado
- Associate, 1981-1983

· Securities and Exchange Commission, Division of Corporation Finance, Washington, D.C.
- Special Counsel, 1980-1981
- Attorney-Adviser, 1970-1980

Selected Publications

· Co-author, "Delaware Chancery Court Refines Applicability of Entire Fairness and Business Judgment Standards of Review for Certain Merger Transactions," Duane Morris Alert, November 10, 2009

· Co-author, "Words Matter: Financial Advisors Need to Be Careful Using Form Engagement Letters," Duane Morris Alert, November 6, 2009

· Co-author, "SEC Revises Policies on Excluding Shareholder Proposals Concerning Risks," Duane Morris Alert, November 5, 2009

· Co-author, "New Rules For Online Proxy Materials?" Law 360, November 4, 2009

· Co-author, "SEC Proposes Amending Rules for Internet Availability of Proxy Materials," Duane Morris Alert, October 22, 2009

· Co-author, "SEC Grants Final Extension for Compliance with Auditor Attestation of Internal Control Reports," Duane Morris Alert, October 7, 2009

· Co-author, "SEC Orders Sanctions Against Unregistered Broker-Dealers," Duane Morris Alert, July 21, 2009

· Co-author, "SEC Proposals on Proxy Disclosure and Solicitation Enhancements," Duane Morris Alert, July 20, 2009

· Co-author, "SEC Proposes Significant Proxy Rule Changes to Provide Shareholder Access to the Director Nomination Process," Duane Morris Alert, June 19, 2009

· Co-Author, "D&O Liability," The Corporate Counselor, June 2009

· Co-author, "U.S. Senate and SEC Corporate Governance Proposals," Duane Morris Alert, May 22, 2009

· Co-author, "SEC Files Credit Default Swap Insider-Trading Case," Duane Morris Alert, May 12, 2009

· "U.S. Announces Public-Private Investment Program to Purchase Toxic Assets," Duane Morris Alert, April 8, 2009

· Co-author, "Delaware Supreme Court Reverses Lyondell; Clarifies When Revlon Duties Attach and Standard for Bad Faith," Duane Morris Alert, April 2, 2009

· Co-author, "Nasdaq Extends Suspension of Minimum Listing Requirements," Duane Morris Alert, March 26, 2009

· Co-Author, "Delaware Chancery Court Revisits Oversight Liability and Corporate Waste," Duane Morris Alert, March 25, 2009

· Co-author, "U.S. Announces New Programs and Extension of Existing Programs to Restore Confidence in U.S. Financial Institutions and Restart Lending," Duane Morris Alert, March 12, 2009

· Co-author, "Federal Reserve and Treasury Announce Term Asset-Backed Securities Loan Facility," Duane Morris Alert, December 15, 2008

· Co-author, "FDIC Implements Temporary Liquidity Guarantee Program," Duane Morris Alert, November 20, 2008

· "U.S. Implements Four Programs under Emergency Economic Stabilization Act to Strengthen Market Stability," Duane Morris Alert, October 24, 2008

· Co-author, "SEC Provides Guidance Regarding Use of Company Websites to Disclose Information for Investors," Journal of Investment Compliance, August 21, 2008

· Co-author, "Highlights of the Emergency Economic Stabilization Act," Duane Morris Alert, October 6, 2008

· Monthly Column, Corporate Issues in IOGA News, Newsletter of the Independent Oil & Gas Association of West Virginia, 1999-present

· "Securities Issues in Financing an Emerging Business--A Practical Guide When Raising Capital," Vol. 20.1, The Law Forum, University of Baltimore School of Law, Fall 1989

· "Securities Issues in Financing Developers, Marketers and Other Resort Industry Businesses," section of Law and Business of Resort Development, published by Clark Boardman, edited by Alan N. Schlaifer, 1988

· "Financing Your Corporation Through Private Offerings," Vol. 3, No.1, The Innovata, published by Virginia Small Business Advanced Technology Association, 1986

Selected Speaking Engagements

· Participant on panel regarding capital raising by limited partnerships at the 2nd annual Small-Cap Oil and Gas Conference, presented by C.K. Cooper & Company, Palm Desert, CA, February 17, 2006.

· "Raising Drilling Capital by Sale of Partnership Interests" presented before the Capital Access Seminar sponsored by the Independent Oil and Gas Association of West Virginia and the West Virginia Bankers Association, Charleston, WV, December 12, 2005.

· "A Practitioner's View of the SEC's Administration and Enforcement of the Sarbanes-Oxley Act" presented before the National Conference of Regulatory Attorneys, Baltimore, MD, June 15, 2005

· Speaker, "The SEC's Administration and Enforcement of the Sarbanes-Oxley Act," Natural Gas Investor conference, March 2005.

· Chair, Roundtable Discussion, "Sarbanes-Oxley Act and its Implications on Broker-Dealers," Financial Markets Association Conference, San Francisco, California, April 30, 2003

· Speaker, "The Sarbanes-Oxley Act of 2002- Corporate Governance and the SEC following Enron," 2002 Virginia Biotechnology Summit, sponsored by Virginia Polytechnic Institute and State University, October 2002

· Chair, "The Financial Process -- Raising Capital in the Public Markets in the Late 90s," Annual Meeting of the Independent Oil & Gas Association of West Virginia, Charleston, West Virginia, January, 1999

· Guest Lecturer, " A Securities Primer," University of Northern Colorado, 1982, 1983

· Guest Lecturer, "Tender Offers," University of Denver Law School, 1983

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