As part of its General Counsel services, Kaleo Legal regularly negotiates and drafts commercial leases, manages informal landlord/tenant disputes and serves as counsel in lease related litigation matters. Our partners have drafted and negotiated commercial leases as part of Kaleo’s practice for the last twelve years, and we have litigated commercial lease disputes for the last twenty years. We negotiate leases, estoppels, and SNDAs for small startups and for our public company clients, ranging in value from a few thousand dollars to tens of millions of dollars, for clients located in office spaces, warehouses and shopping centers.
In addition to commercial leases, our entire team has experience negotiating and drafting other types of sophisticated commercial contracts, including equipment purchase and lease agreements, construction contracts, consulting agreements, joint venture agreements, purchase and sales orders terms and conditions, and a wide array of other commercial contracts. We are equally experienced in advising on the legal aspects of instruments commonly associated with such transactions, including parent guarantees, letters of credit, and other forms of security.
Commercial Transactions Team:
Brian’s diverse experiences from twenty-five years practicing law provide a unique background for his work as a true general counsel.He began his career as an Assistant Attorney General and state prosecutor, before working in the commercial litigation department of an Am Law100 firm. From there, Brian served as the Chief Legal Officer of a NASDAQ-listed entertainment company, and started Kaleo Legal in 2008. Brian started Kaleo Legal to offer an innovative, lean approach to the practice of law. Although Brian has been named as a “Best Lawyer in America” from 2018-2021 for Commercial Litigation, he devotes an equal part of his practice to handling corporate and commercial transactional work for our clients on a fractional in-house counsel basis.
Years of Experience: 25
Awards & Honors: Best Lawyers Commercial Litigation 2018, 2019, 2020, 2021
Bar Admissions: Virginia
As an experienced attorney specializing in corporate and securities law, corporate governance and compliance, Tina has broad experience advising public and private company clients on a broad range of regulatory and transactional matters. After graduating from law school at the University of Virginia, Tina practiced as an in-house corporate and securities attorney at Norfolk Southern Corporation, a Fortune 400 NYSE company, until 2006. Tina then served as an adjunct professor of law at Regent University School of Law, until joining the predecessor of Kaleo Legal. Tina brings strong interpersonal and communication skills to every relationship, allowing her to facilitate better results in communications between management, boards of directors, investors and counterparties. She demonstrates an innate ability to quickly integrate into an organization and add immediate value.
- Tina has extensive experience drafting regulatory disclosure documents including Forms 10-K, Forms 10-Q, proxy statements, Forms 8-K, Forms S-3, Forms S-8, Forms 4, and numerous other SEC disclosure documents.
- Tina has served as advisor for boards of directors of public companies, including as special advisor to the audit committee, and as counsel to directors in their roles as board members and committee chairmen of public companies.
- Tina is responsible for NYSE and Nasdaq listed company compliance.
- Tina has experience with all areas of compliance and corporate governance, including drafting and implementing policies and education programs, and conducting investigations and reviews.
- Tina is extremely well versed in investor relations, including management of proxy advisory firm recommendations and disclosures.
- Tina has extensive financing experience including seed, angel and follow on rounds of private placements.
- Tina has acquired particular expertise in facilitating corporate structure and strategy decisions, and in counseling growing companies on financing and growth decisions.
- Tina has experience structuring and drafting executive compensation programs.
Years of Experience: 20
Past Work Experience: Norfolk Southern Corporation
Awards & Honors: UVA Z Society Shannon Award, Order of the Coif, Raven Society, Chambers USA; Inside Business Women in Business Achievement Award
Bar Admissions: Virginia
Mike’s practice is focused on start-up businesses and entrepreneurs. Following his graduation with honors from the Duke Law School Masters of Law program in Law and Entrepreneurship he has been providing outside counsel services for a wide range of early stage and high-growth clients in the greater Richmond area. He advises and assists business clients with corporate and intellectual property law issues as well as startup companies raising capital through private equity offerings, from pre-seed startup capital to later stage venture capital offerings. In addition he serves as an adjunct professor of law at the University of Richmond where he teaches courses in business and intellectual property law, including Advising the Entrepreneur and Drafting Intellectual Property Transactions.
He is committed to helping clients build their innovative ideas into successful businesses. Mike also serves as a mentor to entrepreneurs across the entrepreneurial ecosystem, volunteering with Startup Virginia, Lighthouse Labs to provide support for the startup community.
Mike received his B.A. from Middlebury College, followed by a Master’s degree from Norwich University before attending the Richmond University School of Law, graduating with honors and awards for excellence in the studies of Intellectual Property.
Prior to joining Kaleo in February 2020, Brad Embree served as Senior Counsel at Norfolk Southern Corporation (NYSE; NSC), where he was responsible for a wide variety of commercial contracts critical to business operations, procurement, and IT infrastructure. Prior to joining Norfolk Southern, for seven years Brad was Corporate Counsel at PRA Group (NASDAQ: PRAA), a global leader in acquiring nonperforming loans. At PRA, Brad specialized in review, analysis and negotiation of PRA’s core portfolio acquisitions and purchase and sale agreements. Previously, he worked as an attorney at Vandeventer Black LLP. Brad graduated cum laude from the Distinguished Majors Program at the University of Virginia, and earned his Juris Doctor degree from Tulane University School of Law. At Tulane, he served as managing editor of the Environmental Law Journal and as a law clerk for the Chief Judge of New Orleans Criminal District Court.
Brad has consistently been named as a Corporate Counsel “Legal Elite” by Virginia Business Magazine, as well as one of the “Top Lawyers of Coastal Virginia” for Corporate Law. Prior to law school, Brad lived in Los Angeles, where he co-authored “Going Corporate”, a book published by St.Martin’s Press and reviewed favorably in USA Today, New York Post and the Chicago Tribune. Since returning home to Virginia, he has volunteered countless hours to various community organizations, including serving as chairman of the United Way Workplace Giving Campaign.
Years of Experience: 13
Past Work Experience: Vandeventer Black, PRA Group (Nasdaq: PRAA), Norfolk Southern Corporation (NYSE: NSC)
Professional Affiliations: Va. Bar Association, Virginia State Bar, Norfolk Portsmouth Bar Association
Awards & Honors: VA Legal Elite, Top Lawyers of Coastal Virginia
Bar Admissions: Virginia
Kevin M. Andris joined Kaleo Legal in March 2020. Prior to joining Kaleo, he was Deputy General Counsel of Norfolk Southern Corporation. During more than 13 years with NS, he was responsible for handling a wide array of legal matters, including commercial contracts and disputes, financing transactions, acquisitions and divestitures, freight loss and damage claims, bankruptcy and collections matters, IT security, data loss prevention and other significant IT initiatives. In addition, Kevin provided advice regarding the company’s SEC filings, corporate governance matters and New York Stock Exchange rules. Prior to joining NS, he was a senior associate in the Philadelphia office of Wolf Block, LLP, where he was a member of the Corporate and Securities Department. While at Wolf Block, Kevin represented public and private company clients in M&A transactions, debt and equity offerings and ’34 Act matters. He graduated cum laude from Temple University School of Law in 1997 where he was a staff member of the Law Review. He was admitted to the Pennsylvania bar in 1997, became a corporate counsel member of the Virginia bar in 2006, and was admitted as a full member of the Virginia bar in 2020. Mr. Andris served as a member of The Up Center Board of Directors from 2007-2013 and again from 2017-2018. He resides in Chesapeake with his wife and two sons.
Kristine has a broad background in commercial transactions, regulations and litigation. Prior to joining Kaleo Legal, she was with Swimways Corp. and its parent company, Spin Master, Ltd., a global innovative toy and entertainment company. Kristine was responsible for reviewing, drafting and negotiating all retail and distributor agreements for Spin Master worldwide. Her ability to analyze complex contracts and regulations led to a significant reduction in fines and penalties assessed by retailers and licensors, and minimized corporate legal liability. In addition, she was the primary support for Spin Master’s Outdoor GBU in the areas of IP, commercial agreements, licensing compliance, and M&A. Previously, after graduating from Hamline University School of Law, she started a general practice firm in Minnesota where she practiced commercial and family law, until she joined the firm of Gray Plant Mooty as a contract attorney focusing on legal malpractice defense in the area of complex commercial litigation.
As the former EVP-Law and Administration and Chief Legal Officer, and former EVP-Chief Strategy Officer at Norfolk Southern Corporation, a Fortune 250, NYSE company, John has significant experience working with clients on a broad range of issues, including regulatory, legislative, and government relations issues; transactional matters; antitrust issues; litigation strategy; and board issues. He has worked with companies of all sizes to advance their business interests through effective lawyering.
John has the unique background of having worked in all three branches of the federal government, including as a law clerk on the US Court of Appeals for the Fourth Circuit, as Chief of Staff of a federal regulatory agency, and as counsel to a congressional committee.
John has served on the Board of Directors of Conrail and as president of two captive insurance companies. He currently serves on the Board of advisors for two start-up companies: Telegraph Systems and AttorneyLive.
He works with law departments and other operational groups in companies to help them clean out the ballast, focus on the work that matters, and make a difference to the business. For law departments, he helps them provide quality, timely, legal advice; position their client for positive outcomes; develop their people; and do the first three in a cost-effective manner. He is the author of the “Law Departments Insights” blog at https://lawdepartmentinsights.blogspot.com/
Years of Experience: 24
Awards & Honors: Virginia Legal Elite (multiple years); Secretary’s Team Award from Secretary of Transportation, Norman Y. Mineta; Eagle Scout
Bar Admissions: Virginia
Alix helps her clients with their business transactions and intellectual property needs. She spent the first half of her career at one of Portland, Oregon’s largest law firms, before moving in-house with Craft Brew Alliance, the seventh largest craft brewer in the United States. Having acted as both in-house and outside counsel to a range of companies – big and small, public and private – Alix’s focus remains the same: she looks for the business-centric, practical approach that meets her client’s goals.
Alix is experienced in helping her clients with a wide array of commercial contracts, including contracts for the purchase and supply of goods, services, and equipment; marketing and sponsorship contracts; and contracts for creative work. She also assists clients in developing and protecting their intellectual property portfolio, particularly with trademark selection, clearance, prosecution, licensing, and enforcement.
Having counseled alcohol industry members throughout her career, Alix is particularly aware of the unique obstacles that face the industry and enjoys helping her clients navigate those obstacles and assess the day-to-day risks of a highly-regulated industry. In that capacity, Alix routinely helps beer clients with contract brewing and alternating proprietorship arrangements, to secure a qualified warehouse, and find a unique beer name that is not already taken.
Mike Jacques-O’Gorman focuses his practice on assisting companies operating in highly regulated industries, and he has a passion for alcoholic beverage
innovation as both a consumer and a lawyer. Mike is experienced in helping clients navigate hurdles and identify opportunities within complex regulatory schemes, often finding creative solutions for challenging projects. Mike has extensive knowledge of the alcohol market at the federal and state levels, and he provides excellent advice to his clients with respect to market strategies, licensing, trade practices, daily operations, marketing programming, innovation, and distribution issues.
Prior to joining Kaleo in Feb. 2021, Mike served as Regulatory Counsel for Craft Brew Alliance, Inc.. During this time, Mike served as primary legal counsel to the company’s innovation business unit, the pH Experiment. Also while at CBA, Mike assisted in distribution negotiations and transfers, acquisitions of several smaller brewers, compliance with TTB, FDA and state regulations, licensing issues, and excise tax compliance. Mike also has significant experience in assisting clients with the establishment of contract brewing and alternating proprietorship relationships.