Executive Resume
W. James Cousins
3 Strawberry Ridge Road Ridgefield, CT 06877
Phone: (203) 438-9136 Email: jcousins1@comcast.net
Leadership Profile
Corporate Legal Counsel, Operational Management, Marketing Leadership, Strategic Planning,
New Product Development, Litigation Management, Investor Relations, Intellectual Property Protection
Dynamic operations executive and general counsel with extensive experience in the technology sector. Strong track
record with law firm (representing major corporations) and in-house, handling complex litigation and managing
commercial matters involving U.C.C., corporate law, technology licensing, commercial contracts, intellectual
property, unfair trade practices, employment, director liability, product liability, real estate, fraud, and more.
Demonstrated achievements in corporate leadership including strategic business planning, product development,
banking relationships, investor relations, human resources, and raising venture capital/private equity funding to
finance growth. Highly refined communications skills—received public commendation from state supreme court for
strong writing and legal reasoning abilities. Dedicated to strong internal and external business relationships and
building employee teams.
Professional Experience
Gaboriault & Pearsall, P.C.
Westport, Connecticut
Of Counsel
2006 to present
Conduct complex asset-based financing transactions for financial institutions and for corporate borrowers; handle
commercial real estate transactions; commercial litigation, and federal appeals.
Electronic Control Systems, LLC
Norwalk, Connecticut
COO/Counsel
2004 to 2006
Provided day-to-day legal counseling for all management groups within this technology company that develops and
sells carbon monoxide detection devices and safety systems. Directed all facets of operations, including strategic
business planning, project management, budgets, marketing, sales, and advertising. Administered technology
licenses, outsource manufacturing agreements, supplier agreements, employment agreements, distributorship
agreements, and engineering consultant agreements. Supervised an intellectual property portfolio of patents, patent
applications, software copyrights, and trademarks. Prepared offering materials/documentation for a private equity
raise; managed all general corporate matters, including the company’s conversion from an LLC to a C corporation.
Ushered new product from development through UL (Underwriters Laboratories) and MEA (New York City)
approvals and took it to a top-selling product that represents a 150-percent growth in sales revenue.
Implemented and managed new product development program for a robust digital environmental control
system; the product is so sophisticated that it actually shuts off the source of CO and communicates to
emergency services via cell phones and computers.
Prepared all offering materials for successful private placement of $ 4 million.
W. James Cousins Page 2
Vizta 3D, Inc.
Norwalk, Connecticut
Vice President/General Counsel
2001 to 2004
Collaborated with CEO (former Six Sigma black belt) and CFO respecting business strategies and their
implementation for this venture-backed technology company specializing in three dimensional optical displays with
applications in medical imaging, CAD-CAM design, drug design, and airport security. Managed a wide range of
legal duties, including corporate governance, investor relations, contract management, litigation; full participation
with outside counsel in the preparation of pleadings, motions and briefs, and managing a broad intellectual property
portfolio of patents, trademarks, and software copyrights. Administered all human resources and employment
matters and managed Defense Advanced Research Projects Agency (DARPA) contracts with the U.S. Government.
Rescued patent rights for three-dimensional optical technology in danger of being forfeited due to the R&D
department failing to comply with reporting and other government requirements. These later matured into full
patents that became the company’s primary assets.
Raised $15 million in secured financing using the company’s intellectual property as security.
Conducted a complete capital structure analysis and clean-up. The stockholders had overlapping and
inconsistent preemptive, anti-dilution, and other rights; dangerous options existed that created further
inconsistencies and contradictory rights. Eliminated all inconsistencies to stabilize holdings.
Negotiated and closed supplier and manufacturing agreements worth millions for the primary three-dimensional
display product with such industry leaders as Texas Instruments, Minolta, Celestica and LC Tek.
Successfully defended a shareholder suit by a former founder trying to extort money from the company.
Prepared the affidavits, assisted on the briefs, helped prepare the arguments, and guided the legal strategy.
McGowan & Cousins, P.C.
Stamford, Connecticut
Partner
1993 to 2001
Partner and co-founder of this law firm specializing in complex commercial litigation and general corporate work
for clients such as Marine Midland Bank, HSBC Bank, MasterCard International, IBP, First Aviation, Cellmark, and
Omega Engineering. Handled numerous federal trials to conclusion involving commercial matters such as unfair
trade practices, lender liability, warranties, intellectual property, UCC, employment, product liability, fraud, and
foreclosures. Served as outside general counsel to a scientific instrumentation company handling human resource
issues, formation and governance of subsidiary corporations, all phases of land use applications for building
construction, handling asset-based financing transactions, and all manner of commercial litigation.
Pierced through fraudulent entities and reversed fraudulent transactions; brought suit in three jurisdictions and
overcame the obstacles posited by four major law firms to recover for HSBC Bank from a debtor who owed $40
million. We were the only creditors to collect from this debtor who owed in excess of $150 million.
Successfully defended corporations in various legal actions, including: 1) prevailed in an age discrimination
claim involving a ten-day jury trial in Federal Court; 2) defended MasterCard in a multimillion dollar breach of
contract case; 3) defended a corporate property owner in an environmental leak and underground spill case
brought by the attorney general’s office; and 4) defended president of asbestos product company from claims of
breach of fiduciary duty brought by bankruptcy trustee representing asbestos claimants.
W. James Cousins Page 3
Roberts, Rose & Bates
Stamford, Connecticut
Partner
1980 to 1993
Handled complex commercial litigation and business-related legal matters involving corporate finance, warranties,
UCC, employment, real estate, and sale/purchase agreements. Clients included James River Paper Company, Mobil
Oil, and Textron.
Successfully defended Jetstream in patent infringement action.
Successfully represented National Distillers in challenge to state business tax.
Recovered on behalf of Marine Midland Bank in federal court scire facias action against Shearson Lehman.
Set precedent in trademark action in 7th Circuit Court of Appeals.
Recovered tens of millions for FDIC in numerous commercial actions and foreclosures.
Education/Professional Development
J.D., Fordham Law School, 1978.
B.A. History, Beloit College, 1975.
Received letters of commendation for academic achievement.
Adjunct Professor of Law, Pace University Law School.
Attorney State Trial Referee, Connecticut Superior Court.
Special Master, Connecticut Superior Court.
Former chairman of the Intellectual Property Committee and the Legislative Liaison Sub-Committee,
Connecticut Bar Association.
Honors, Awards, Community Activities
Received published commendation from the Connecticut Supreme Court for writing abilities, legal reasoning,
and analysis.
Counsel to the Stamford Partnership, a civic organization in Stamford Connecticut.
Pro bono lawyer for an organization dedicated to freeing wrongfully incarcerated prisoners. Handle
investigations (including DNA testing) and habeas procedures in court.
Key Accomplishment Summary
W. James Cousins
Recovered Millions from Fraudulent Debtor
Situation:
A financial institution client had written off a $20 million debt (including interest and penalties the debt exceeded
$40 million) as the borrower had claimed insolvency. Further investigation was called for to determine whether the
debtor had any assets and to recover any portion of the debt, if possible. Although the debtor had no visible means
of repayment—he had no bank accounts in his own name and his real estate development business was inactive—he
seemed to be living a lifestyle inconsistent with his claimed indigence. He owned a multi-million dollar home in
Palm Beach, but it was protected from creditors by the Florida Homestead Act.
Action Plan:
Commenced a comprehensive investigation into the debtor’s activities and those of his family members.
Employed a forensic accountant and a private detective.
Reviewed real estate development transaction documents of his known associates and discovered he was
conducting sizable real estate development transactions using a sophisticated network of nominees, fraudulent
entities, and family members. Uncovered secreted assets buried in fraudulent trusts.
Uncovered debtor’s network of confederates, whom he had used to convey assets to hinder creditors.
Initiated discovery proceedings against him, his family members, trustees, and financial institutions with which
his family members and nominees were transacting business.
Discovered debtor’s continued ownership of developments, apartment houses, and commercial establishments
in New York and Connecticut under fraudulent limited partnerships.
Obtained $40 million in judgments against the debtor in Connecticut and New York.
Brought suit in New York against various “trustees” and nominees to pierce through the trusts and fraudulent
entities.
Foreclosed charging liens against interests in limited partnerships and interests in limited liability companies in
Connecticut and New York. (I was one of the first attorneys in New York to foreclose charging orders against
these types of entities).
Brought suit in Florida to reverse fraudulent conveyances.
Petitioned federal court in New York to open sealed documents involving debtor. After successfully opening
documents, won motion in appeal court upholding the order to unseal.
Results:
Despite the fact that the debtor and his confederates lined up large law firms to resist these actions, won a judgment
in New York against debtor and his various confederates for fraud and fraudulent conveyances. Succeeded in all
jurisdictions in reversing fraudulent transactions, piercing through fraudulent entities and foreclosed liens. Secured
restraining orders preventing large financial institutions such as Lehman Brothers, USB, and Credit Suisse from
transacting business with debtor or debtor’s nominees. Recovered in excess of $10 million for client. Although
debtor owed other institutions more than $150 million, no other creditor recovered any money or assets from him.
Key Accomplishment Summary
W. James Cousins
Boosted Sales through a New Product Management Plan
Situation:
Electronic Control Systems was initiating the manufacture of a new digital dual carbon monoxide and smoke
detection and control system with LCD read-out monitor, but it had no budget, no engineers, no management
reporting tools, no new product specification, no potential suppliers, and no project management program. All these
resources would have to be secured and coordinated to make the manufacture of this new product feasible.
Action Plan:
Prepared budget for new product development.
Recruited an electrical engineer with experience in digital technology and PCB design and an electrical
engineer with sensor development experience.
Hired an industrial design engineer with smoke detector design experience.
Secured the services of a marketing research firm to conduct research and focus group investigation into the
potential for the planned product. Utilized results to develop a marketing specification for the new product.
Conducted exhaustive investigation of businesses in the industry, personally interviewing key personnel.
Prepared a project plan and new product development flow chart with milestones and due dates.
Sought a vendor to provide outsourcing for all component parts.
Directed all facets of the new product development from concept to final prototype stage for submission to UL.
Met with Underwriters Laboratories representatives to gain insight into UL listing process and requirements.
Negotiated and drafted all legal documents for entire process including supply agreements, consulting
agreements, confidentiality agreements, and manufacturing agreements.
Implemented a process to insure that all intellectual property resulting from the project was protected.
Results
The first of a generation of advanced CO detection and monitoring devices was manufactured, and certain of the
devices have passed UL while others are in the submission process. The designs and prototypes of these products
are the basis for the next generation product, projected to be the only one on the market despite other industry giants
such as GE and Honeywell working on similar developments. The next generation product has been featured in the
company’s most recent private offering and is the basis for extreme investor interest. Annual sales of this product
are projected to exceed $100 million within the next five years.
Key Accomplishment Summary
W. James Cousins
Prevented Forfeiture of $15 Million in Patent Rights
Situation:
An emerging company that developed sophisticated three-dimensional liquid crystal displays and free floating
virtual surgery technology had received various governmental grants from DARPA to fund research and to
commercialize the resulting technology and products. The grants were covered by contracts incorporating numerous
governmental regulations. The company patent applications mandated extensive status reports, lab documentation,
and research papers. They also prohibited patent applications without prior approvals and required certain legends
to appear on patents noting that they were subject to governmental rights. The company had not complied with any
of these regulations and was on the brink of forfeiting the patent rights.
Action Plan:
Researched outside counsel and hired a firm with specific knowledge of the applicable regulations, the
forfeiture provisions, and what steps were necessary for cure.
Collaborated with the company CTO to implement a plan for all engineers, scientists, and researchers to
document all daily work in lab notebooks.
Conducted an analysis of all required reports and ensured that all past due reports were prepared and filed.
Reviewed all patent applications and amended them with all required legends in place.
Developed a close working relationship with the governmental agent assigned to the company’s matters.
Compiled comprehensive documentation for submission to agency.
Results:
The company was able to maintain all of its patent rights to the technology due to the concentrated effort to rectify
its previous failure to comply with the regulations and having defaulted under its obligations. All of the technology
in question was patented—these patents are now the company’s primary asset, allowing for future equity and debt
funding, as well as the ultimate sale of the company. The patents represented an excess of $15 million in the sale of
the company.
Legal/Litigation History
W. James Cousins
Significant Legal History and Litigation Cases
Commercial Litigation
1. Recovered for Marine Midland Bank in a fraud and fraudulent conveyance action involving $50 million, after
proving through several lawsuits in several different forums that the defendant had effected a sophisticated and
complex scheme to defraud the bank and to conceal assets. The case involved fraud investigation, foreclosure of
charging orders against nominee limited liability companies and partnerships, opening federally sealed
documents, piercing corporate entities, expunging fraudulent encumbrances, and proving sham transactions.
The civil actions spawned in this effort were:
Marine Midland Bank v. Schlesinger et. al. Westchester County Supreme Court.
Crothers v. Pilgrim Mortgage Corporation 1997 WL 570583 (S.D.N.Y.).
Marine Midland Bank v Pilgrim Mortgage Corporation Connecticut Superior Court Judicial District of
Stamford/Norwalk.
Marine Midland Bank v. Schlesinger et. al. Connecticut Superior Court Judicial District Stamford/Norwalk.
2. Successfully defended MasterCard International in a contract action in federal court involving a claim for $1.4
million. The case settled for a nominal payment prior to trial and after moving for summary judgment. Gavin
Brackenridge & Co. v. MasterCard International Civ. Action No. 3:96cv00918 (DJS) (D. Conn. 1997).
3. Successfully defended a corporate client in a ten-day employment discrimination jury trial. Awalt v. Omega
Engineering, Inc. (D. Conn. 1990) (WWE).
4. Successfully defended an officer and director of an asbestos company in corporate governance, breach of
fiduciary duty action in federal court. Ryan et. al v. Smith et. al. Civ Action No: 99cv284 (DJS) (D. Conn.
1999).
5. Argued and briefed precedent-setting case involving conflict between Connecticut garnishment law and the
U.C.C., resulting in the recovery of hundreds of thousands of dollars for Marine Midland Bank from Shearson
Lehman. Marine Midland Bank v. Schlesinger 820 F. Supp. 667 (D. Conn. 1993).
6. Received published commendation from Connecticut Supreme Court as an attorney trial referee “for a clear
statement of a complex factual situation and the thorough and well reasoned analysis of the difficult legal issues
raised thereby.” The case involved fraudulent entities, fraudulent transfers, and a commercial foreclosure.
Virginia Corporation v. Galanis 223 Conn. 436 (1992).
7. Argued and briefed precedent-setting case involving the imposition of default interest rates under a promissory
note after judgment and in bankruptcy. In Re Connaught Properties, Inc. 176 B.R. 678 (D. Conn. 1995).
8. Successfully represented scientific instrumentation maker in a suit involving breach of design and development
contract, UCC warranties, unfair trade practices and theft of trade secrets. Omega Engineering v. MIT
Development, Inc. Connecticut Superior Court Judicial District of Fairfield Docket No: CV-92-0291497S.
9. Successfully represented aviation company in suit against insurance carrier on directors and officers liability
policy. First Aviation Services v. Gulf Insurance Co. Civ. No. 3:00cv150 (PCD) (D. Conn. 2001).
10. Successfully defended corporation in commercial real estate suit and recovered affirmatively on counterclaim.
Stafford-Higgins v. Millen industries, Inc. 1992 WL 280565 (Conn. Super.).
11. Successfully represented manufacturer of distilled spirits in business tax appeal. National Distillers v.
Commissioner Revenue Services Connecticut Superior Court Judicial District of Hartford (1984).
12. Successfully defended IBP (Iowa Beef Products) in an e-coli contamination action.
13. Defended James River Paper Company in a contract action involving a claim for approximately $5 million.
Case settled on favorable terms after several weeks of trial. Tobin et al v. James River et. al Connecticut
Superior Court Judicial District Stamford/Norwalk (1988).
14. Successfully defended defense contractor in criminal inquiry conducted by the U.S. Navy (1989).
Intellectual Property Litigation
1. First case decided under the Anticybersquatting Consumer Protection Act. Prevailed at trial in defense of
trademark infringement claims, but lost on certain federal anti-dilution claims. The trial court issued an
injunction but refused to grant any damages. On appeal, the Second Circuit imposed the ACPA retroactively to
uphold the district court decision. The ACPA was enacted only after the appeal had been briefed and argued.
The U.S. Supreme Court denied cert. Sporty’s Farm LLC v. Sportsmans Market, Inc. 202 F3d. 489 (2d Cir.
2000).
2. Successfully represented owner of source code in action for theft of trade secrets and copyright infringement.
Tavares Automated Processing, Inc. v. Optimum Solutions, Inc. (E.D.N.Y. 1995).
3. Enforced trademark rights against infringers in several actions: Omega Engineering v. Omega Environmental
(D.Conn.1997); Omega Engineering v. Omega Shielding Civ. Action No: 3:96cv1333) (PCD) (D.Conn.1996);
Omega Engineering v. U3S Corporation of America Civ. Action No: 3:95-CV-(RNC) (D. Conn. 1995).
4. Enforced trade dress rights against infringers in several actions: Mafcote Industries v. Fonda Group (D.Conn.
1995); Omega Engineering v. Tempco (D.Conn.1986).
5. Successfully represented national art gallery and famous artist (Greenwich Workshop and Bev Doolittle) in
trademark and copyright infringement action (1989).
6. Successfully defended air conveyor manufacturer in a patent infringement suit (decided on principle of reverse
doctrine of equivalents). Precision Metal Fabricators, Inc. v. Jetstream Systems Company, 693 F.Supp. 814
(N.D.Cal. 1988).
7. Argued and briefed precedent-setting trademark infringement action in U.S. Court of Appeals. Tempco Electric
Heater Corp. v. Omega Engineering, Inc. 819 F.2d 746 (7th Cir. 1987).
Corporate History
W. James Cousins
Commercial and Corporate Transactions
1. Completed a comprehensive corporate governance clean-up for a pre-IPO technology company (which has
individual and institutional investors). There had been no directors meetings for years. The rights of the various
stockholders (including holders of preferred stock) overlapped and conflicted, the employee stock option plan
had not been properly approved and had become a nullity, options had been granted without board approval
which were exercisable on an IPO and which superceded stockholders’ rights, among other capital structure
problems.
2. Completed a series of international distributorship and value-added reseller agreements for a technology
company.
3. Completed numerous patent, trademark, and software licensing agreements.
4. Managed (from in-house) defense of action against company directors for breach of fiduciary duty and
corporate waste.
5. Completed $15 million financing transaction secured by company intellectual property.
6. Managed, with outside counsel, a portfolio of 20 patents and 30 patent applications.
7. On behalf of a major paper industry company, completely rewrote employee handbook to comport with federal
and state law.
8. As outside general counsel to Omega Engineering, Inc., a privately-held manufacturing corporation, handled the
following commercial transactions in addition to all of its litigation:
Preparation of contract forms, terms and warranty language for use in sales of all of its products.
Contracts with component suppliers.
Contracts with service providers such as engineers, design consultants, and other professionals.
License agreements for technology and trademarks.
Purchase and financing of two industrial lots and two properties improved with office buildings. The
properties were purchased for approximately $1 million each and the office buildings for approximately $3
million each.
All land use applications for the construction of manufacturing, distribution, and office buildings, including
environmental, flood, zoning, and building department applications, procedures, and appeals.
Several financing transactions for loans secured by real estate and other corporation assets.
At least 20 real estate tax appeals, all of which were successful.
All aspects of employment matters including implementing compliance programs, preparation of
employment policies and manuals, representation at administrative proceedings for discrimination claims
and other employment claims, and rendering guidance on general employment issues.