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Richard F. Ober, Jr.
Rick Ober has over thirty years experience as a senior executive in a large financial institution and a small manufacturing start-up. His expertise includes banking and financial services, the full spectrum of commercial contracts, securities, mergers and acquisitions and dispositions, executive employment and termination, corporate governance including directors and officers insurance and indemnification, compliance, and not-for profit governance. He has extensive experience in selecting and managing outside counsel and creatively managing critical litigation.
Ober is currently Vice President and General Counsel of Isles, Inc., a nationally recognized community development and environmental organization founded in 1981 to foster more self-reliant families in healthy, sustainable communities.
Banking and Financial Services
Ober served as Executive Vice President, General Counsel and Secretary of Summit Bancorp., a NYSE, S&P 500 corporation, from 1975 to 2001. At the time of its acquisition by FleetBoston Financial in 2001, Summit was the 25th largest bank holding company in the U.S. Summit had five insurance agencies, two reinsurers, and subsidiaries engaged in securities brokerage, mutual fund advisory services (Pillar Funds®), investment banking, leasing, and asset-based lending, in addition to banks in New Jersey, Pennsylvania and Connecticut. The Summit Legal Department was ranked #1 by an employee survey for Internal Service Quality among all 26 lines of business and support, and also won the first New Jersey Corporate Counsel Association Diversity Award. In 1998 Chief Executive Magazine named Summit Bancorp. as one of The 5 Best Boards in the U.S.
Mergers and Acquisitions
Ober led a legal team of 97, including 25 lawyers, in building the company from $2 billion to $39 billion through negotiation of 27 acquisitions and $5.5 billion of securities offerings. He developed and supervised the Summit Legal Department (practice groups in Corporate, Securities, Mergers and Acquisitions and Mutual Funds, Contracts and Information Technology, Consumer Banking and Defense Litigation, Commercial Loan Documentation and Commercial Loan Collection), the Office of the Corporate Secretary (including all Board of Directors, stock exchange and shareholder matters, insider trading monitoring and stock option and restricted stock administration) and the Compliance Department (Consumer, Mortgage, Commercial and Non-Deposit Investment Products practice groups). He also led the Community Development Department for six years, during which the bank raised its regulatory rating from failing to Outstanding. He managed an annual internal budget of $12.5 million and external legal fees of $11 million.
Ober had extensive dealings with the banking regulatory bodies, including the Board of Governors of the Federal Reserve System and the New York and Philadelphia Federal Reserve Banks, the Comptroller of the Currency, the Federal Deposit Insurance Corporation, and the New Jersey and Pennsylvania Banking Departments. These included comments on legislation and regulatory proposals as a registered lobbyist, applications for expansion of activities and acquisitions, and, in difficult economic times, administrative consent orders. He also interfaced with the Securities and Exchange Commission and the New York Stock Exchange, participating in the preparation and of filing of proxy statements and Forms 10-K, !0-Q, 8-K, S-3, S-8, 4 and 144.
Ober initiated the first bank original issue dividend reinvestment plan to rebuild capital in the late 1970’s, and managed the second acquisition of a securities firm by a bank holding company in the U.S.
At Summit, he wrote the Code of Business Conduct and wrote or edited all corporate policies relating to non-discrimination, equal opportunity, affirmative action and appropriate workplace behavior and led training programs to assure that all members of the community understood the policies. This included creation of the first intranet web site in the institution to make these policies and FAQs easily accessible, and the initiation of on-line training programs.
Ober created, installed and managed the employee hot-line at Summit Bancorp, which had over 7,800 employees. This allowed employees to raise concerns about management, policies or questionable activities on an anonymous or disclosed basis, and often provided an ‘early-warning system’ for human relations issues developing within the institution. Ober often served as unofficial ombudsman in mediating disputes between departments and between employees and their managers.
Ober successfully settled a large class action securities suit alleging inadequate loan loss reserve disclosures well within D&O insurance carrier parameters, citing settlement precedents as based on asset size rather than degree of liability. When Summit was the target of a proxy contest by a hedge fund holding 9.9% of its stock after its stock price had dropped from $24 to $4.50 and the dividend cut in half, Ober initiated a strategy of qualifying over 140 officers and directors as proxy solicitors, resulting in the hedge fund getting less than 25% of the vote for its “sell the company” proposal.
Ober currently serves as Corporate Secretary of Charis Pharmaceuticals, Inc., a Princeton, New Jersey start-up seeking funding to develop products in the female healthcare market. He also serves on the Advisory Boards of The Green Economy, a woman-owned start-up seeking funding for a business-to-business magazine on improving the environmental responsibility of businesses, and Charter Private Safe Deposit Company, another start-up which has opened its first safe deposit facility.
Previously, Ober was Vice President, General Counsel & Secretary of TerraCycle, Inc., Trenton, New Jersey, an inner-city start-up manufacturer of eco-friendly gardening products made from worm castings, from 2004 to January, 2008. During his tenure TerraCycle raised $5 million from investors and increased annual sales from $77,000 to $3.1 million with products in every Home Depot, Wal*Mart and Target in the U.S. and Canada. See www.terracycle.net. He was responsible for all legal matters, including private placement financing, employment, sales and supply chain contracts, regulatory qualifications in the U.S. and Canada, compliance with Federal Trade Commission and state advertising regulations, and intellectual property. He also managed the defense and successful settlement of a false advertising and trade dress suit by The Scotts Miracle-Gro Company, the dominant competitor in TerraCycle’s space.
Organizations and Affiliations
Ober has served as President of the New Jersey Corporate Counsel Association, Chairman of the N.J. State Bar Assn. Banking Law Section and Vice Chair of its Pro Bono Committee, Chair of the American Bankers Association Bank Counsel Advisory Committee, Chair of the Bank Lawyers Council and Chairman of the N.J. Bankers Association Bank Lawyers Council and Legislation and Taxation Committee. He has served on the Westlaw® Corporate Advisory Board and on the Board and Nominating Committee of the Yale Law School Alumni Association of New Jersey. He has taken volunteer assignments from the Pro Bono Partnership for clients such as the ARC of Somerset and Homesharing, Inc of Somerset and Hunterdon Counties.
His civic activities have included First Vice-Chairman, Director and Program Chairman of Special Olympics New Jersey, Vice-Chair, Treasurer and Trustee of Princeton Day School., Co-Facilitator of Trinity Jobseekers, Fire Commissioner, South Brunswick Township and Secretary and Director of the Narcolepsy Network. He has also served as Research Director on the professional staffs of the Zimmer for U.S. Senate (NJ) and Soaries for Congress campaigns.
Ober has conducted mediations as a certified Ombudsman for the National Committee for Employer Support of the Guard and Reserve (“ESGR”), an agency of the U.S. Department of Defense, after completing the training requirements in July of 2005. ESGR is a volunteer organization which provides free education, consultation and mediation for employers of Guard and Reserve employees and for the servicepersons, to assist in compliance with the Uniformed Services Employment and Reemployment Rights Act. He also has completed the civil and foreclosure mediation training courses of the Administrative Office of the New Jersey Courts and the State of New Jersey’s Dispute Settlement Office. Ober is included as a qualified mediator on the New Jersey Courts Statewide Roster of Court-Approved Mediators for Civil, General Equity and Probate, specializing in Complex Commercial and Contract/Commercial Transaction mediations.
Education and Legal Experience
Ober received an A.B. with honors from the Woodrow Wilson School of Public and International Affairs of Princeton University and a J.D. from Yale Law School. He served his law clerkship with the Chief Judge of the Maryland Court of Appeals, Maryland’s highest court. His early legal experience was with Ballard, Spahr, Andrews & Ingersoll, a large Philadelphia law firm, where he worked on corporate governance, securities, mergers and acquisitions, municipal bond, information technology, contract, condominium governance, insurance regulatory, and probate, trust and foundation matters.
Ober is co-author of “Maybe You Need a Lawyer: Does the Sarbanes-Oxley Act Make the SEC Your Client?” ACCA Docket, April, 2003 and “The Hollow Promise: Sexual Orientation Nondiscrimination Policies,” ACCA Docket, October, 2006, and contributed to “Risk Management Issues for Privately Held Companies,” ACC Docket, May, 2006.
Ober is admitted to the Bars of New Jersey, Pennsylvania and Maryland.
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