GrayHaileLLP, Attorneys at Law

Professional Experience

Roland St. Paul has extensive experience in corporate finance, general corporate law, corporate governance, investment management and public finance. Mr. St. Paul represents clients in connection with primary and secondary public offerings of equity and debt securities, corporate reorganizations, and counseling officers and directors on corporate governance. He has drafted all manners of Securities Act and Exchange Act reports, and negotiates and drafts private placement memoranda, operating agreements, trust indentures, and other material definitive agreements.

Prior to joining Gray Haile, Mr. St. Paul served as Associate General Counsel to Radio One, Inc. where he advised members of senior management with respect to disclosure issues, Regulation FD matters, insider trading issues, executive compensation and other corporate and securities compliance issues. Mr. St. Paul spent seven years in private practice, including several years in the financial services groups at Dechert LLP and K&L Gates LLP, where he represented leading financial services companies, other Fortune 500 companies, hedge funds and private equity funds. Mr. St. Paul also spent five years as a senior attorney with the U.S. Securities and Exchange Commission’s Office of the General Counsel and the Division of Corporation Finance.

Education

J.D., University of Virginia School of Law, 1992

M.B.A., graduated top of class, Howard University, School of Business, 1986

B.S., Industrial Management (Honors), University of the West Indies, Trinidad, 1984, National Merit Scholar 1981-1984

Bar Admissions

District of Columbia

U.S. Virgin Islands

RepresentativE Matters

• Assisted Fortune 500 company with the drafting of corporate governance policies and procedures.

• Advised large public company with regard to board independence issues and with disclosure controls and procedures.

• Assisted several large public companies with the drafting and review of their annual reports on Form 10-K, their quarterly reports on Form 10-Q, their proxy statements on Schedule 14A and their Section 16 reporting.

• Assisted a leading life insurance company with the development of alternative investment products.

• Drafted registration statements for securities offerings in excess of $100 million.

• Prepared underwriting agreements, purchase agreements and documents required by trustees, transfer agents and escrow agents for large SEC filers.

• Drafted private placement memoranda, operating agreements, subscription agreements for investment companies and private funds.

• Formed domestic and off-shore hedge funds for several leading financial services companies.

• Formed private funds for a subsidiary of a Fortune 500 Company.

• Advised a top bank holding company in the US with regard to complex finance transactions (including offshore transactions) involving regulatory capital raising activities.

• Counseled underwriters for public and private offerings, including 144A transactions and initial public offerings.

• Advised foreign private issuers on their obligations under US securities laws.

• Counseled privately held REIT in various capital raising transactions.