Robert H. Goon
A Law Corporation

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Board of Directors Experience                                        

I have more than 50 years of cumulative experience as a director of three public and six private corporations.  Two of those corporations were listed on the New York Stock Exchange.  I served on one of those boards for 35 years and the other board for 10 years. I was involved with those corporations from inception through their initial public offerings and secondary public offerings before my retirement as a director.  

I have been a director of startup, development-stage, entrepreneurial, and seasoned corporations. I have served through good times and bad times and dealt extensively with corporate governance and fiduciary duty issues; management changes; acquisitions and dispositions; class actions, shareholder derivative suits, and other significant litigation; numerous private placements and a number of public offerings of debt and equity securities and other financing transactions; SEC reporting and compliance and other regulatory matters; internal investigations; shareholder relations; equity incentive plans; management compensation issues; conflicts of interest; proxy contests; and hostile takeovers. 

I also have extensive experience as legal counsel to public and private companies, their managements, and their boards of directors.  I have participated in hundreds of meetings of boards of directors as a director and/or as counsel.  I have counseled officers and directors on their fiduciary duties, customs and practices, applicable law, and what they should or should not do in specific transactions or circumstances.  I have also been counseled by experienced and competent lawyers from several different prominent law firms on my own fiduciary duties as a director.  I have prepared and read minutes of many hundreds of board and shareholder meetings.

I have participated in dozens of meetings of three boards of directors of private corporations with court-appointed, tie-breaker, provisional directors between two deadlocked directors who were equal shareholders. 

I am not an accountant, but I am knowledgeable and experienced in dealing with accounting and financial statement issues. I have served on audit, compensation, and corporate governance committees of boards of directors of publicly-held corporations.  For a number of years, I served as chairman of the nominating/corporate governance committee and a member of the audit committee of a publicly-held corporation which was listed on the New York Stock Exchange.

I no longer serve on boards of directors, but my years of experience as a director of private and public corporations has been very useful in the expert witness and corporate governance work I am continuing to do.  In a manner of speaking, I have been on “both sides of the boardroom table” and I know from first-hand experience what lawyers and directors should do and should not do in corporate and business matters.

I have extensive knowledge of law that pertains to corporate governance and fiduciary duties.  I am familiar with customs and practices of owners and managers of privately-owned and publicly-held business entities and their counsel. I am very aware of the differences between the informal way private companies are permitted by law to be managed and the more formal way publicly-held corporations are required to be managed.