The Donovan Law Group

Firm Profile

THE DONOVAN LAW GROUP

Introduction
Brian J. Donovan is an attorney and engineer with over thirty-nine years of international business experience. He is uniquely qualified to cost-effectively combine excellent legal and engineering skills with the practical cultural, political and financial advice necessary to ensure his client’s success.

His practice, which primarily focuses on business law (U.S. and international), securities law and corporate law, has involved the following matters:
(a) international business development (technology transfer, joint ventures, M&A, license agreements, franchise development, import/export, production sharing agreements, and Public-Private Partnerships);
(b) energy (offshore E&P, wind energy, and advanced biofuel production);
(c) marine transportation (oceangoing and inland waterways);
(d) complex business litigation (Multidistrict Litigation (“MDL”), Civil RICO, Oil Pollution Act 0f 1990, and False Claims Act);
(e) international legal & political risk analysis; and
(f) USPTO & foreign patent defensibility analysis.

Biography
Since graduating from the U.S. Merchant Marine Academy in 1975, Brian has lived and worked throughout the world, initially as a marine engineer in the North Sea for J. Ray McDermott and later as Senior Project Manager – Foreign Operations for Offshore Logistics, Inc.

In 1982, he founded B. Donovan & Associates, Inc., an engineering and international business development firm. His broad-based international business experience has involved the invention and patenting of a Blowout Suppression System for use in the oil & gas exploration industry, a ships-for-goods countertrade program with the former Soviet Union, the negotiation for the development of offshore oil & gas properties in Latin America, privatization acquisitions in the Mercosur, Venezuela and Panama, and the development of a casino resort project in Uruguay.

Brian is a member of The Florida Bar, The U.S. District Court, Middle District of Florida and The United States Court of Appeals for the Eleventh Circuit. He is listed in Who’s Who in America, Who’s Who in American Law, Who’s Who in Science and Engineering, Who’s Who in Finance and Industry and Who’s Who in the World.

International Experience
- Angola, Argentina, Bahrain, Belgium, Brazil, Chile, Colombia, France, Germany, Indonesia, Iran, Panama, Paraguay, Trinidad and Tobago, United Kingdom, Uruguay, and Venezuela

Education
Syracuse University College of Law, Syracuse, NY
- J.D. with a concentration in International Law, International Business Law and Securities Law
- Recipient of the “Global Law & Practice Award” as the outstanding graduate in the areas of International Law and International Business Law

United States Merchant Marine Academy, Kings Point, NY
- B.S., with honors, in Marine/Mechanical and Nuclear Engineering

Admitted to Practice
- Florida
- United States District Court, Middle District of Florida
- United States Court of Appeals for the Eleventh Circuit

Languages
- English, Spanish & Portuguese

Areas of Practice
The firm advises its corporate and entrepreneurial clients on the following matters.

International Business Law
As a result of having lived and worked throughout the world, Brian fully appreciates and can readily address the peculiar complexities often associated with international business transactions. He negotiates in English, Spanish and Portuguese and, more importantly, understands the cultures of the foreign countries in which he has lived.

Since 1975, Brian has advised his clients on the following international business matters.

Negotiation and Drafting of International Business Transaction Documents:
Technology Transfer Agreements, License Agreements, Distributorship and Sales Agreements, Representation Agreements, Franchise Agreements and Production Sharing Agreements

Joint Ventures

Mergers & Acquisitions

Angel Financing and Venture Capital

Capital Markets

International Trade

Privatizations

International Project Finance

Public-Private Partnerships

Domestication and execution of foreign judgments in the State of Florida under the Uniform Foreign Money Judgment Recognition Act (“UFMJRA”)

The firm also represents clients seeking to obtain project financing or support from:
The International Finance Corporation (“IFC”)
The Inter-American Development Bank (“IDB”)
The Inter-American Investment Corporation (“IIC”)
The Asian Development Bank (“ADB”)
The Export-Import Bank of the United States (“ExIm Bank”)
The Overseas Private Investment Corporation (“OPIC”)
The United States Maritime Administration Title XI Program

Securities Law
Private Placements of Debt and Equity Securities

Initial Public Offerings

Reverse Mergers

U.S. Offerings by Foreign Issuers – American Depository Receipts (“ADRs”)

The Securities Act of 1933

The Securities Exchange Act of 1934

Regulation FD Compliance

Rule 144 Compliance

Stock Exchange / NASDAQ Compliance Issues

Securities Litigation

Corporate Law
Formation and Capitalization

Fiduciary Duties of Officers & Directors

Employment Agreements and Consulting Agreements

Mergers & Acquisitions:
Negotiation and Drafting of Stock Purchase Agreements
Negotiation and Drafting of Asset Purchase Agreements

General Business Litigation

Civil RICO Litigation

OPA Litigation

Representative Matters
US$200 million Private Placement Memorandum for International Drilling and Exploration (“INDEX”) – INDEX was formed for the purpose of owning and operating mobile offshore drilling units. These vessels were to be engaged in offshore oil and gas contract drilling and “farm-outs.”

Unsolicited proposal to ANCAP for the purpose of conducting a geological survey of the territorial waters of Uruguay and, if commercially viable reserves were discovered, proceeding with the exploration and production activities necessary to bring the discovered oil and gas to market. The primary area of interest was offshore of the mouth of the Rio de la Plata.

Joint venture between INDEX, Inc., Querol, S.A., and Roch, S.A. for the acquisition of YPF oil and gas properties in the Austal Basin in Southern Argentina – The entire production was to be sold directly to ENAP, the state-owned oil company in Chile.

US$110 million Private Placement Memorandum for Index Marine Transport (“IMT”) – IMT was formed for the purpose of owning and operating an initial fleet of three 2,000 T.E.U. U.S.-flag containerships between the East Coast of the United States and the East Coast of South America. Vessel management was to be provided by Christian F. Ahrenkiel, GmbH & Co. of Hamburg, Germany. Sales/marketing was to be provided by Southern Steam, Inc. of Mobile, AL.

US$27 million Private Placement Memorandum for Index Resorts International (“IRI”) – IRI was formed for the initial purpose of owning and operating a casino vessel between Buenos Aires, Argentina and Colonia, Uruguay. Ultimately, a hotel/casino/convention center and country club is planned to be developed in Colonia, Uruguay.

Ships-for-goods countertrade program between the former Soviet Union and two U.S. multinational corporations, IBM and AT&T

Invented/Patented/Marketed a unique Blowout Suppression System (“BOSS”) for use in the oil and gas exploration industry

Privatization acquisitions in Venezuela and Panama for a U.S. corporate client

Acquisitions in Argentina, Paraguay and Colombia

Establishment of a new area of operation for a U.S. marine services company in Panama

Startup of worldwide fleet areas of operation for a U.S. ship company

Startup of a U.S.-flag high-speed passenger ferry company. The vessels, to be constructed at Austal USA’s shipyard in Mobile, Alabama, are to operate between Tampa and Key West, Florida and between Florida and Cancun, Mexico. A third route, between Key West, Florida and Havana, Cuba, will be opened upon the re-establishment of commercial relations with Cuba. Vessel construction financing was to be guaranteed by Marad’s Title XI program.

Acquisition of a marine agency for a U.S. ship company

Negotiation and drafting of a two-year time charter/purchase of a Danish-flag cargo vessel for a U.S. ship company

DoD tanker construction program

Prototype bio-mass recovery fueled 17 megawatt power plant

Negotiation and drafting of an Alternative Power Program Development Agreement & Power Purchase Agreement to construct, own, operate and maintain a commercially viable 600 KW wind turbine electricity generating facility

Analysis of potential risk of patent infringement for utility patents granted by the United States Patent and Trademark Office and foreign countries

Negotiation and drafting of a worldwide Dealer Agreement and Sales Agreement for an Internet service provider

Negotiation and drafting of applicable agreements in connection with the establishment of the first commercially viable large-scale sugarcane-to-ethanol production plant in the United States

Advised client on the economic feasibility of the five in-situ methods (“CSS”, “SAGD”, “VAPEX”, “THAI”, and “CHOPS”) of bitumen extraction currently used in the oil sands industry

Advised client, an investment bank, on the legal and political risks associated with oil & gas extraction activities in key world regions

Initiated study for a Public-Private Partnership (“PPP”) port development project in the Maldives. The study included selection of a location for a new port in Male’ and the appropriate form of PPP for the port development project

Advised client, an investment bank, on DTI’s recently proposed amendments to the Offshore Petroleum Production and Pipelines (Assessment of Environmental Effects) Regulations, 1999 in regard to subsea production facilities in the North Sea

Initiated design of a specific policy and legal, regulatory and institutional framework for a Public- Private Partnership (“PPP”) for the road sector in Tanzania

Advised client on U.S. gaming law and gaming license procedures in regard to the acquisition of a major U.S. casino owner/operator

Advised client, an investment management firm, on the regulatory and legal issues associated with the construction of an offshore CCGT power plant in the Barents Sea

Advised U.S. corporate client on the legal, political and financial issues associated with the startup of an Internet and VoIP service in Latin America

Advised client on the current status of medical device regulations in Colombia and the requirements for proper registration of medical devices with the Instituto Nacional de Vigilancia de Medicamentos y Alimentos (“INVIMA”)

Founded Renergie, Inc. on March 22, 2006 for the initial purpose of raising capital to research, develop, construct, own and operate a decentralized network of sweet sorghum-to-ethanol small advanced biofuel manufacturing facilities (“SABMFs”) in the parishes of the State of Louisiana which were devastated by hurricanes Katrina and Rita.

Drafted and submitted a $7 million grant application to the Florida Department of Agriculture and Consumer Services, pursuant to the Farm-to-Fuel Grants Program, Section 570.957, Florida Statutes, on behalf of Renergie, Inc. for the purpose of partially funding the comprehensive development of a sweet sorghum-to-ethanol industry in Florida

Advised client on technology transfer issues between the U.S./Europe and China

Represented foreign judgment creditors in the domestication and execution of foreign judgments in Florida under the Uniform Foreign Money Judgment Recognition Act (“UFMJRA”)

On October 18, 2007, Renergie submitted a grant application to the Florida Department of Environmental Protection (“DEP”), pursuant to the Renewable Energy Technologies Grant Program, for the purpose of funding the comprehensive development of a sweet sorghum-to-ethanol industry in Florida. On February 26, 2008, Renergie was one of 8 recipients, selected from 139 grant applicants, to share $12.5 million from the Florida DEP’s Renewable Energy Technologies Grants Program. Renergie received $1,500,483 in grant money to design and build Florida’s first ethanol plant capable of producing fuel-grade ethanol solely from sweet sorghum juice. On April 2, 2008, Enterprise Florida, Inc., the state’s economic development organization, selected Renergie as one of Florida’s most innovative technology companies in the alternative energy sector. On January 20, 2009, the Florida Energy & Climate Commission amended RET Grant Agreement S0386 to increase Renergie’s funding from $1,500,483 to $2,500,000.

Drafted the legislation (“HB 1270”) for the creation of an advanced biofuel industry development initiative in Louisiana. On June 21, 2008, Louisiana Governor Bobby Jindal signed into law the Advanced Biofuel Industry Development Initiative (“Act 382″). Act 382, the most comprehensive and far-reaching state legislation in the U.S. enacted to develop a statewide advanced biofuel industry, is based upon the “Field-to-Pump” strategy. Louisiana is the first state to enact alternative transportation fuel legislation that moves fuel ethanol beyond being just a blending component in gasoline by including a mandatory variable blending pump pilot program and hydrous ethanol pilot program.

Drafted and submitted a testing exemption application to the U.S. Environmental Protection Agency (“EPA”) for the purpose of testing hydrous E10, E20, E30 & E85 ethanol blends in non-flex-fuel vehicles and flex-fuel vehicles in Louisiana. On-site blending pumps, in lieu of splash blending, are used for this test. On February 4, 2009, the U.S. EPA granted our client, Renergie, a tampering waiver for the purpose of testing hydrous E10, E20, E30 & E85 ethanol blends in non-flex-fuel vehicles in Louisiana. On February 24, 2009, the U.S. EPA granted Renergie a first-of-its-kind RVP waiver for the purpose of testing hydrous E10, E20, E30 & E85 ethanol blends in non-flex-fuel vehicles and flex-fuel vehicles in Louisiana.

Negotiated to acquire the assets of a syrup mill and sugarcane-to-ethanol facility in Lacassine, Louisiana.

Designed system, drafted and submitted proposal to the U.S. Coast Guard, Departments of Environmental Quality of Louisiana, Mississippi, Alabama, Florida, U.S. Department of Energy, and U.S. EPA for the purpose of: (a) collecting the surface oil and undersea oil plumes from the BP oil spill of April 22, 2010 in the Gulf of Mexico with three Panamax crude tankers; (b) separating the oil and water onboard the tankers; and (c) transporting the remaining crude oil to a shoreside facility.

Drafted and submitted to the Asian Development Bank (“ADB”) an unsolicited proposal for the purpose of expanding the Renergie “Field-to-Pump” strategy to produce hydrous advanced biofuel from sweet sorghum juice and develop the infrastructure for hydrous E10, E20, E30 & E85 via variable blending pumps in Asia. This expansion could be achieved via a technology transfer agreement, JV or PPP.

Complex business litigation in Florida courts and the U.S. District Court, Middle District of Florida and The United States Court of Appeals for the Eleventh Circuit

Outside general counsel for domestic and foreign corporations in the State of Florida

Representative Clients
Braswell Services Group, Inc./Astilleros Braswell, S.A.
H.L. Boulton & Co., S.A.C.A.
Astilleros Navales Venezolanos, S.A.
Chaves Construcciones S.A.I.
McLean S.A.
Alijor S.A.
Criadero SPS S.A.
Nanse S.A.
Armarco S.A.
Hotel Casino Yacht y Golf Club Paraguayo
Santo Domingo Country Club & Puerto Trinidad S.A.
Independence Shipping Lines, Ltd., Inc.
DSCV Transport, Inc./Fraternidad Services, Inc.
Radiation Protection Associates, LLC
U.S. Energy Services, Inc.
Pure Air Control Services, Inc.
Environmental Diagnostics Laboratory
Building Health Check, LLC
Surface Engineering & Alloy Co., Inc.
Soros Fund Management, LLC
Kas Kap, Inc.
Ramji Trade House
American Wind & Power, Inc. (“AW&P”)
Eton Park
Greenlight Capital, LLC
Goldman Sachs
Friess Associates of Delaware, LLC
The Brandywine Funds
Elliott Management Corporation
Morgan Stanley Proprietary
Hunter Global Investors
Summit Partners
HBK Europe Management LLP
The World Bank Group
U.S. Trade and Development Agency
Citigroup, Special Situations Group (Europe)
Franklin Mutual Advisers
Luxor Capital Group, LP
Sageview Capital
TianDi Growth Capital
Renergie, Inc.
Valor Broadband Solutions, Inc.
Valor Colombia Ltda.
M&Z Servicios Integrales de Internet Ltda. (Santa Marta, Colombia)

Representative Foreign Legal Counsel and Advisor Network
The firm collaborates with an extensive network of foreign and domestic lawyers, financial advisors, government officials, and business leaders to meet the legal and business needs of the firm’s U.S. and foreign clients. This network is the result of personal relationships formed since 1975.

Cardenas, Cassagne & Asociados
Estudio Beccar Varela
Estudio de los Dres. O’Farrell
Estudio Bruzzon & Asociados
Estudio Allende
Estudio Bentata Abogados
F.A. Arias & Munoz
Hobsons
Banco Credito Argentino
Orlando Ferreres & Asociados/MeGaFlor S.A.
Barclays Bank PLC
The Robeco Group
The Bank of New York (Buenos Aires, Argentina)
V.A.P. & Asociados
Swissinvest S.A.
The Center for the Commercial Deployment of Transportation Technologies (“CCDoTT”)
Manalytics International (a 1970 spin-off of Matson Navigation)
Capitalink, L.C.
Uruguayinvest
ProNicaragua
Coinvertir (Colombia)
Enterprise Florida
Brigard y Urrutia (Bogota, Colombia)
VILAF (Ho Chi Minh City, Vietnam)
Frijouf, Rust & Pyle P.A.
Díaz-Durán & Asociados
The Gerson Lehrman Group
Vista Research (a division of Standard & Poor’s)
Raymond James
Arthur J. Gallagher Risk Management Services
The Development Executive Group
U.S. Merchant Marine Academy’s Alternative Power Program
LSU AgCenter
U.S. Department of Agriculture
Syracuse University College of Law Mentoring Program
The International Crops Research Institute for the Semi-Arid Tropics (“ICRISAT”)
Florida Energy Office
Florida Energy & Climate Commission
The European Biomass Industry Association (“EUBIA”) of Brussels, Belgium

Articles
The Mercosur: A Stumbling Block or a Stepping Stone?, Syracuse University College of Law, June, 1997.

Go South, Brave Money, The Journal of Commerce, November 13, 1997.

The Expanding Role for U.S. Law Firms in the Mercosur, Michigan State University – Center for International Business Education and Research, June 24, 2000.

The Public’s Right of Access to Sealed Court Records in Products Liability Cases, The Business Journal, October 23, 2000.

Outside Advisors Can Be Held Liable For Fraud, Corporate Governance, February, 2002.

Sarbanes-Oxley Act of 2002: An Update on the Provisions That Are Most Significant to Directors and Officers of Public Companies, Energy Central, November 20, 2002.

The Investment Injury Rule: Direct Competitors Have a New Weapon Against Poachers, Mondaq, December 18, 2003.

Mierzwa & Proximate Causation: A Ray of Hope for Insurance Victims in Louisiana and Mississippi, January 31, 2006.

Anhydrous Ethanol vs. Hydrous Ethanol in Gasoline Blending, April 22, 2009.

Why Big Oil Should Not be Allowed to Monopolize the Blender’s Tax Credit, July 17, 2009.

Independent U.S. Ethanol Producers Will Not Survive as Price Takers, July 28, 2009.

Independent Ethanol Producers in Florida Have the Legal Right to Receive Blender’s Tax Credit, August 1, 2009.

Florida’s “Port-to-Pump” Advanced Biofuel Initiative: State’s “Farm-to-Fuel” initiative lacks the political will to ensure fair and healthy competition in the marketing of ethanol blends, August 1, 2009.

Louisiana Enacts the Most Comprehensive Advanced Biofuel Legislation in the Nation, August 18, 2009.

Why the Ethanol Import Tariff Should be Repealed, August 23, 2009.

Our Nation’s Need to Transition to Hydrous Ethanol as the Primary Renewable Transportation Fuel, August 27, 2009.

The Need for the Comprehensive Reform of the U.S. Credit Card Industry and the Establishment of a Natural Disaster Trust Fund, September 30, 2009.

Two Threats to Our Nation’s Economy, October 20, 2009.

Why Carbon Emissions Should Not Have Been the Focus of the U.N. Climate Change Summit and Why the 15th Conference of the Parties Should Have Focused on Technology Transfer, December 20, 2009.

How Credit Derivatives Brought the U.S. Economy to the Brink of a Second Great Depression, February 19, 2010.

The Role of Offsets in Climate Change Legislation, March 3, 2010.

The U.N. Approval Process for Carbon Offsets, March 22, 2010.

Regional Greenhouse Gas Cap-and-Trade Programs May be the Solution, April 5, 2010.

BP Oil Spill of April, 2010: Why Class Action Lawsuits May Not be in the Best Interests of Potential Plaintiffs, May 9, 2010.

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