S TEPHEN G.

P HILLIPS
A

STAMFORD, CONNECTICUT 06903

TELEPHONE (203) 322-4261
W

CELL (646) 548-5648

stevephillips@mindspring.com

December 26, 2015

Re: In House Legal Counsel Position

Dear Sir or Madam;

I am interested in obtaining a position as In House Legal Counsel for a company in New

York City, Westchester County, NY or Fairfield County, CT.
For the last 7 years, I have been the sole In House Legal Counsel and Corporate
Secretary for the Kuoni Travel Group in New York City (Kuoni is a multi-billion dollar
publicly traded Swiss corporation in the Travel, Tourism and Events Industry). As such, I
was responsible for all of our day-to-day legal operations in the USA; counseled senior
management on risk, legal issues and corporate governance; drafted, negotiated and
reviewed all client and vendor contracts; partnered with and advised HR on employment
policies, Employee Handbook, termination documents and employee issues; negotiated
and drafted all our commercial leases for our 12 offices across the USA; negotiated,
performed due-diligence and drafted all documentation for all our mergers and
acquisitions; maintained our corporate licenses, state and local filings, corporate records
and minute books; oversaw outside counsel on major litigation; developed and updated
our standard contract templates and policies; interpreted laws, rulings and regulations
and determined how they apply to our company business; kept current on best
practices; and ensured compliance with Kuoni corporate parent ethic regulations and
internal regulations.
As a legal and business generalist, I have insight and expertise in a wide range of topics
and industries gained through years of law firm and in house experience. I am a both a
leader with a hands-on style and a team player willing to learn, an excellent
communicator, able to prioritize and multitask in a fast-paced environment, eager to
share, teach and motivate people, and a go to professional with a high degree of
confidence and ability.
I am licensed in Connecticut, registered as In House Counsel with the New York State
Bar, and admitted to the US Tax Court and the US District Courts of Connecticut and
Southern New York.
I can provide you with excellent recommendations from our CEO, CFO, HR Manager and
our Zurich based Senior Legal Counsel.
I would like the opportunity to discuss this with you during a personal interview.
I
can
be
reached
at
203-322-4261,
or
646-548-5648,
stephen.phillips@mindspring.com. I look forward to hearing from you.
Thank you for your time and your consideration.
Very truly yours,

or

at

Stephen G. Phillips

S TEPHEN G. P HILLIPS
A

06903TELEPHONE (203) 322-4261

CELL (646) 548-5648
stevephillips@mindspring.com

PROFILE
Experienced In-House Legal Counsel and Corporate Secretary with demonstrated expertise in
business, mergers & acquisitions, commercial law, contracts, real estate and HR. Sound ethical
judgment and leadership in coordinating and completing diverse matters under time pressure and
facilitating business growth while protecting the integrity of the business and its assets. Proven
ability to analyze, structure and manage sophisticated transactions, strategically negotiate, draft and
implement contracts, insure necessary governmental compliance, enable smooth and effective
corporate governance, and coordinate complex business and financial transactions. Able to provide
sound preventative legal advice, as well as resolve disputes and manage outside counsel efficiently.
Admitted to the Connecticut Bar, Federal District Courts of Connecticut, Southern New York, and
U.S. Tax Court. Registered as In-House Counsel in New York State.

PROFESSIONAL EXPERIENCE
Kuoni Destination Management USA Inc. / GTA Americas LLC, New York, NY
In-House General Legal Counsel and Corporate Secretary, February 2008 - Present
Manage all legal matters of wholly owned American subsidiaries of a Swiss public company (Kuoni
Travel Holding Ltd. - $4.7B USD annual sales) and its affiliates, with 14 offices in 9 U.S. States;
410+ employees and $450M+ in annual USA sales in the Travel, Tourism and Event Industry.
Specific Duties:
Represent and advise owner and senior management on all types of commercial and business
matters, including the negotiation and drafting of commercial real property leases, client sales
contracts, Master Service Agreements, NDAs, and vendor and supplier contracts; advise on and
structure general business development including mergers & acquisitions and integration (asset
acquisition of Kuoni DM in 2010; integration of GTA in 2011, merger of 13 AlliedTPro
companies in 2012 and of AlliedTPro and Kuoni DM in 2014), state and local business licensing,
non-disclosure/non-compete agreements; HR oversight, employment law (wage and hour,
FMLA, harassment, handbook, tax issues, etc.), and independent contractor issues. Also
supervise outside counsel in litigation and have responsibility for all corporate records, minutes
and filings.
Murtha Cullina LLP, Stamford, CT
Counsel, 20062008
Member of prominent New England regional law firm of 130+ attorneys; offices in Boston, Woburn,
Hartford, New Haven, and Stamford. Practice centering in Business Law, Corporate, Real Estate,
and Automotive.
Watson Enterprises Incorporated, Greenwich, CT
In-House General Legal Counsel, 19912006

Managed all legal matters of privately held corporation of more than 150 employees and $175M in
annual sales, which primarily d/b/a Mercedes-Benz of Greenwich, Infiniti of Greenwich and REP
Realty, LLC.

S TEPHEN G. P HILLIPS

PAG E

PROFESSIONAL EXPERIENCE (CONTD.)

Specific Duties:
Represented and advised owners and senior management on business, commercial and residential
real estate sales, purchases, leases, mortgages, and refinancing; corporate law and filings;
business contract negotiation and drafting; tax law compliance; liability risk assessment and
containment; labor law compliance and union-management negotiations; reviewed retail
advertising and vendor contracts and maintained OSHA, GLB, FMLA, wage and hour,
environmental and other regulatory compliance.
Regularly supervised and team-led outside legal counsel, primarily in litigation.
Actively served as a Director on the company Board of Directors, on the Executive Council as
Corporate Secretary, and as the company Human Resources Manager.
Key Contributions:
Strategized, structured, and negotiated acquisition and opening of new Infiniti Automobile
franchise in Greenwich, CT, including entity creation, coordination with Infiniti management and
legal groups, financing, lease negotiations, Town Building Department and Zoning Department
approvals, and State dealership licensing requirements.
Identified, clarified, and overcame all contract, title, and environmental issues for $7.45M
purchase, financing, and eventual partial sale of four contiguous commercial properties in
Bethpage, NY.
Leased 4 commercial properties with options to purchase in Connecticut and New York from
Midas Muffler Corporation. Spun off 3 out of 4 to third party purchasers and retained the
Greenwich, CT property at a bargain price of approximately $1.5M under FMV.
Researched and pinpointed the lack of adequate nutritious livestock food as a key stumbling
block to the modernization/Westernization of the agricultural economy of the Republic of Latvia.
Negotiated and was granted the exclusive right to contractually outsource R&D for same by the
Latvian Department of Agriculture. Introduced and brought in Ralston Purina on R&D.
Structured, drafted, and implemented private placement of $4M in the U.S. that created a
Malaysian corporation and the largest fruit and vegetable farm in Southeast Asia.
Oversaw other corporate activities, including: aircraft and yacht ownership, operation, and
chartering; and the purchase, finance, renovation, and resale of residential properties in
Greenwich, CT.
McGovern & Associates, Greenwich, CT
Of Counsel, 19911999
Senior Associate, 19861991
As Senior Associate of this well-respected boutique firm, practiced in the areas of general business
law, including mergers and acquisitions, all areas of corporate law, private placements, partnerships,
securities law, tax law, commercial and residential real estate sales and purchases, commercial leases,
products liability, and general practice.

S TEPHEN G. P HILLIPS

PAG E

PROFESSIONAL EXPERIENCE (CONTD.)

Key Contributions:
Successfully managed the spin-off of Sprague Capacitor from Penn Central Railroad, the
acquisition of Red-L Foods by Finevest, and the purchase-operation-resale of Globe Tickets.
Each of these transactions involved the performance of detailed due diligence, negotiation and
drafting of stock or asset purchase agreements, non-compete and non-disclosure agreements, real
estate agreements, key personnel employment agreements, and financing.
Typical mergers and acquisitions for the firm, including the three above-noted examples, were in
the range of $10M to $40M.
Prior Experience
Business contracts and commercial transactions, real estate, tax law, probate, domestic relations,
criminal law, and all phases of drafting, motion practice, discovery, and trial work.
Specialized in International Trade Law before the U.S. Department of Commerce and the U.S.
International Trade Commission.
Prevailing counsel in the matter of Certain Iron Metal Castings from India, I.T.C. 303-TA-13,

which produced a tariff in favor of U.S. producers amounting to $2.3M per year and became a
textbook case as the first interpretation of law on point.

EDUCATION
University of Bridgeport School of Law (Quinnipiac University School of Law), Hamden, CT
Completed 15 of 24 units towards LL.M. in Business and Taxation
Southwestern University School of Law, Los Angeles, CA
Juris Doctor
University of California at Los Angeles (U.C.L.A.), Los Angeles, CA
Bachelor of Arts in History
U.C.L.A. Student Legislative Council

ON LINE
See: https://www.linkedin.com/pub/stephen-phillips/9/b0a/961