BARBARA M.

JOHNSON
19735 Turnberry Way, Aventura, FL 33180
* phone: (904) 806-6705 * email: bj5bb2b2@westpost.net
SUMMARY
Partner in several large corporate-focused law firms specializing in general cor
porate and securities law with an emphasis on advising early and later stage pub
lic and private companies, Securities and Exchange Commission, NASDAQ Stock Mark
et, American Stock Exchange and Toronto Stock Exchange reporting and compliance
issues, public and private securities and debt offerings, mergers and acquisitio
ns, corporate governance matters, and executive and board of director advice on
key legal, financing and business issues.
CAPABILITIES
==> Company Representation - Represented large international and multi-national
public companies as well as private corporations across industries from start-up
through sale, including all aspects of corporate governance and maintenance, ma
nagement compensation and equity incentive and liquidity plans, executive and bo
ard of director issues, risk management and ethics issues, and commercial agreem
ents, including license, distribution and original equipment manufacturer agreem
ents.
==> SEC/Exchange Reporting and Compliance - Represented numerous multi-national
and international public companies in SEC, NASDAQ, AMEX and TSX reporting and co
mpliance matters, including restatement and other investigations.
==> Public Offerings - Numerous company and underwriter side initial public offe
rings and secondary public offerings raising hundreds of millions of dollars.
==> Mergers and Acquisitions - Negotiated and closed public and private mergers,
strategic acquisitions and tender offers across numerous industries ranging fro
m $1 million to $2 billion both domestic and international (Netherlands, France,
England, Ireland, Mexico, Thailand and Canada).
==> Public and Private Debt Offerings - Represented companies in the negotiation
and consummation of public and private debt offerings with varied financing sou
rces, including convertible debt and high yield deals.
==> Venture Capital and Private Equity Transactions - Completed numerous early a
nd later round venture capital financings representing both VC firms and operati
ng companies as well as private investment in public equity deals.
==> US/Canada Cross Border Financings and Acquisitions - Represented both public
and private companies in the complicated structural cross border financings as
well as cross border acquisitions and sales.
EXPERIENCE
CHOATE HALL & STEWART, LLP - Boston, Massachusetts (January 2005 to March 2008)
Partner in the Business & Technology Group - responsible for public and private
company representation, public company SEC, NASDAQ, AMEX and TSX reporting and c
ompliance, mergers and acquisitions, public and private equity and debt offering
s, and cross border financings. Led Public Company Group, a subset of the Busin
ess & Technology Group, responsible for staying abreast of all new SEC and excha
nge rules, writing client bulletins on topical issues, educating the remainder o
f the Business & Technology Group and other relevant departments about such rule
changes, and preparing and speaking at client seminars and teach-ins relating t
hereto. Led relationships with Massachusetts Institute of Technology Sloan Scho
ol's Entrepreneurship Center and the Deshpande Center for Technological Innovati
on.
TESTA, HURWITZ & THIBEAULT LLP - Boston, Massachusetts (June 1992 to January 200
5) Law firm was dissolved in 2005.
Partner in the Business Practice Group (2002 to 2005) - responsible for public a
nd private company representation, public company SEC, NASDAQ and TSX reporting
and compliance, mergers and acquisitions, public and private equity and debt off
erings, and cross border financings. Member of the Corporate Finance and Securi
ties Group, a subset of the Business Practice Group, responsible for staying abr
east of all new SEC and exchange rules, writing client bulletins on topical issu
es and educating the remainder of the Business Practice Group and other relevant
departments about such rule changes. Drafted numerous Sarbanes-Oxley client mem
orandums and assisted in the preparation of a comprehensive Sarbanes-Oxley semin
ar attended by hundreds of clients. Led relationships with Massachusetts Instit
ute of Technology Sloan School's Entrepreneurship Center and the Deshpande Cente
r for Technological Innovation.
Associate in the Business Practice Group (1993 to 2001)
Summer Associate and Law Clerk (1992 to 1993)
PUTNAM, HAYES & BARTLETT - Cambridge, Massachusetts (1987 to 1990)
Economic consulting firm.
Research Associate - responsible for economic modeling and expert witness prepar
ation and cross-examination across a range of industries.
SABBATICAL
From April 1, 2008 until April 30, 2010 took a two-year sabbatical from my caree
r to learn new skills and visit new places. Skippered my 49' DeFever trawler ov
er 8,500 miles from Maine to the Florida Keys, the west coast of Florida and the
Bahamas. Performed all captain duties, navigation and weather prediction. Took
the US Coast Guard Captain's Course and became certified as an Emergency First R
esponder by the Red Cross to be prepared to handle shipboard emergencies.
EDUCATION
BOSTON COLLEGE LAW SCHOOL - Newton, Massachusetts (1990 to 1993)
J.D., Magna Cum Laude, Order of the Coif
DARTMOUTH COLLEGE - Hanover, New Hampshire (1983 to 1987)
B.A. Government, Cum Laude
OTHER RELATIONSHIPS
==> Legal 500 for venture capital and emerging company practice.
==> Cambridge Who's Who Among Executive and Professional Women "Honors Edition"
of the Registry.
==> Frequent speaker on matters relating to start-up companies, venture capital,
entrepreneurship and entrepreneurial finance, and corporate governance issues;
guest lecturer at the Massachusetts Institute of Technology Sloan School of Mana
gement; led relationship with Massachusetts Institute of Technology Sloan School
's Entrepreneurship Center and the Deshpande Center for Technological Innovation
.
==> Judge for five years of the Massachusetts Institute of Technology $100K Busi
ness Plan Competition.
==> Member of the Massachusetts Bar and Boston Bar Association.
==> Certified Emergency First Responder by the Red Cross.