Roger V. Davidson

Roger Davidson has been practicing law since 1973 when he graduated from the University of Colorado with a Juris Doctor degree and went to work for a small Denver law firm as an associate with an emphasis on litigation. Roger became a partner in that firm after only a few years and went on to be the managing partner before he opened his own firm in 1980. Roger’s firm was acquired by a Denver based boutique business firm in 1995. Eventually that firm was acquired by an acclaimed AM LAW 100 firm in 1999 where Roger practiced until he retired in June, 2007.

Roger’s experience of more than 34 years as a business and finance lawyer covers almost every area of a small business from organization, finance, money raising activities, board of directors’ protection, going public and going private, the full business cycle. He has helped with family succession of business management and many tax avoidance issues related to such issues. Roger has taken many companies public and represents several companies that are fully reporting under the requirements of the Securities Exchange Act of 1934.

Roger’s client base is principally publicly traded companies and emerging growth companies in the development stage raising capital for growth. As such, he has primary responsibility for ‘33 and ‘34 Act disclosure statements, including Private Offering Memorandums, Registration Statements, 10-Ks, 10-Qs, proxy statements and current disclosure on forms 8-K. Since 2002, he has received approximately 65 hours in continuing education related to the Sarbanes-Oxley Act of 2002 and the various revised disclosure requirements resulting from SEC initiatives to enhance SOX. This is in addition to the practical experience in representing and advising boards of directors on these issues in preparation for filing their periodic reports and dealing with corporate documentation of procedures and controls, compensation disclosure, committee charters and the like. He has been reading, commenting on and negotiating with auditors relating to financial statement disclosure for not less than 20 years and has taken substantial course work on reading and understanding financial statements.

He has substantial experience dealing with difficult board of director/executive conflicts and is thoroughly trained in the resolution of conflicts, including real and apparent conflicts of interest and ethics issues. His litigation experience has provided him with an added perspective on risk management and settlement of disputes. He has a reputation of being a problem-solver and consensus builder, which he believes would be extremely useful to help resolve issues between boards of directors and management. His Philosophy is to “keep it simple” and do “the right thing” in all matters large and small.

RECENT REPRESENTATIVE TRANSACTIONS

Represented Collaborx, Inc., a military defense contractor, as the target in an acquisition transaction by Teledyne Brown Engineering, Inc., a subsidiary of Teledyne Technologies Incorporated.

Represented Navidec, Inc., a publicly traded company, in its acquisition of BPZ Energy, Inc., a private oil and gas production company. This was a $72 million change-of-control transaction in which certain businesses were spun off to the pre-acquisition public shareholders.

Represented Mid Kansas Electric Co., a member-owned cooperative, with respect to a successful $250 million plus competitive bid process to acquire Aquila Corp.’s Kansas Electric Utility generation, transmission and distribution assets.

Represented the Special Committee of Independent Directors of GREKA Energy in the sale of a public company in going private transaction. This was a $100 million deal in the oil and gas exploration and production industry. I acted as their general counsel for approximately 6 years.

Represented a privately held company in the construction industry in a financial restructuring transaction valued at $65 million that included a substantial dividend to the founders.

Represented a privately held automobile accessories company in its sale of assets to a private equity fund in which the owners retained a significant minority ownership of the acquisition entity.

Represented Empire Energy Corporation International, a public company, in a cross-border tender offer worth $13 million for Great Southland Minerals Limited, an Australian oil and gas exploration company.

PERSONAL AND EDUCATION

Roger has been active within the Denver Chamber of Commerce and representing Ballard Spahr Andrews & Ingersol in various Chamber activities. Roger is the past president of the Arts and Humanities Assembly of Boulder, Colorado and served as a member of the Grants Committee of the Neodata Endowment for the Arts for several years. Roger served in the U.S. Army Reserves from 1969-1975 and was honorably discharged.

He is a graduate of the University of Colorado (B.A., with honors, 1969; J.D. 1973).