Mediator Resume

Mediator, arbitrator and adjunct law professor with 30+ years experience as a trial lawyer handling complex commercial disputes, internal investigations, and regulatory matters involving corporate and partnership governance, fiduciary duties, investments and securities, professional practice standards, executive departures, and land-use/development issues. Past experience also includes public service as mayor pro tem and member of Boulder City Council, enforcement attorney with the U.S. Securities and Exchange Commission, special assistant U.S. attorney with the U.S. Attorney's Office for the District of Colorado, and judicial clerk for a federal judge.

Shoemaker Ghiselli + Schwartz LLC - Member

Mediator, Arbitrator, Educator, Attorney

Founding Member, Shoemaker Ghiselli + Schwartz LLC, 2009-Present; Adjunct Professor, University of Colorado Law School, 2024-Present; Mayor Pro Tem, City of Boulder, 2016-2017; City Council Member, City of Boulder, 2013-2017; Partner, Hogan & Hartson LLP (now Hogan Lovells LLP), 2002-2008; Associate, Hogan & Hartson LLP, 2000-2002; Special Assistant U.S. Attorney, District of Colorado, 1998-1999; Enforcement Attorney, U.S. Securities and Exchange Commission, 1996-1999; Law Clerk to Judge Charles R. Richey, U.S. District Court, District of Columbia, 1995-1996; Associate, Howrey & Simon LLP, 1992-1995.

30+ years as a trial lawyer handling complex commercial disputes, internal investigations, and regulatory matters—often involving corporate and partnership governance, fiduciary duties, investments and securities, professional practice standards, executive departures, and land-use/development disputes. Across these matters, routinely worked with boards and audit committees, regulators, experts, and multiple counsel teams in document-intensive matters. Also gained substantial public-policy and land-use experience while serving as a public official for Boulder, Colorado. CORPORATE GOVERNANCE, PARTNERSHIPS AND FIDUCIARY DUTIES Much of practice is centered on governance and fiduciary-duty issues involving officers, directors, managers, partners, and shareholders (majority and minority). Handled disputes arising from founder and control conflicts (such as “business divorces”), derivative actions, distribution and compensation disputes, business valuation issues, dissolution-related claims, and related governance breakdowns. Conducted internal investigations on behalf of audit committees and boards concerning financial accounting and reporting matters, and advised boards regarding oversight obligations and whistleblower issues. Also represented individual officers and directors who were the subjects of internal and regulatory investigations. On behalf of a federal banking agency acting as receiver for failed banks, handled cases nationwide involving officer and director duties, as well as directors-and-officers insurance and fidelity bond coverage issues. INVESTMENTS AND SECURITIES Hs represented plaintiffs, defendants, and government agencies in matters alleging fraud relating to the purchase and sale of investments in companies, partnerships, and joint ventures. These matters have included questions of whether investments were subject to federal (Securities Act and Exchange Act) and state (“blue sky”) securities laws, the materiality of representations and omissions, the adequacy of disclosures, and the suitability of investments. They have also included numerous types of complex derivative financial instruments and a variety of fund vehicles. EXECUTIVE DEPARTURES As a by-product of work with officers, directors, and companies in connection with governance and securities matters, has represented companies and executives in negotiating and managing executive departures arising during or after a crisis. These matters often involved interpreting employment agreements, including “for cause” and “without cause” provisions, and applying the facts to the governing standards. PROFESSIONAL AUDITING AND ACCOUNTING STANDARDS Many regulatory investigations handled involved auditors’ compliance with applicable professional standards (including Generally Accepted Auditing Standards (GAAS) and Public Company Accounting Oversight Board (PCAOB) standards) and the underlying financial accounting and reporting issues governed by Generally Accepted Accounting Principles (GAAP). LAND USE AND DEVELOPMENT DISPUTES Represented ski areas in matters involving local and state zoning and entitlement, federal agency approvals, land exchanges, development agreements, and community relations. Separately, as a planning board member and city council member, helped set land-use policy, reviewed land-use applications, and voted to approve or deny applications based on applicable criteria and the public record.

Brings a trial lawyer’s practicality and a professor’s process discipline to business-dispute mediation, drawing on 30+ years as a litigator. Since 2020, has strengthened that work through focused training at Pepperdine’s Straus Institute for Dispute Resolution and the Harvard Program on Negotiation, along with sustained study of leading scholarship and best practices. Now focuses practice on serving as a neutral in the same types of disputes tried and resolved as a litigator, while also teaching mediation and negotiation at the University of Colorado Law School and speaking and writing on mediation practice. As a neutral, has mediated business disputes concerning corporate governance, allegations of fraud and breaches of fiduciary duties, investments and disclosures, minority shareholder rights, breach of contract, business valuations, tortious interference, termination of employment, civil theft, destruction of property, and land use approvals.

Representative examples of several recent disputes as mediator: • Healthcare investment bank “business divorce” involving departure of founder Departing founder alleged disproportionate distributions to the co-founder/manager and an improper management appointment under a disputed operating agreement. The parties presented competing expert valuation analyses and disputed both the agreement’s interpretation and whether the departure was voluntary or a constructive termination. • Cannabis company investment dispute alleging securities fraud and fiduciary breaches Investor group asserted securities-fraud claims based on alleged misrepresentations made in connection with an investment into a cannabis operation. Plaintiffs also brought derivative claims alleging improper distributions and diversion of assets to majority shareholder and others. Issues included disputed business valuation and the effect of the alleged fiduciary breaches on valuation. • Dispute over corporate control and shareholder fiduciary duties Majority shareholders contended that a minority shareholder failed to comply with corporate bylaws in attempting to assert control over the company. The dispute involved day-to-day operational control of the entity, interpretation of bylaws, determination of which version of the bylaws governed, and the fiduciary duties of majority and minority shareholders. • Multi-party development dispute involving trespass/property-damage claims and anti-SLAPP issues In this ten-party dispute with an extensive procedural history, plaintiffs alleged trespass and destruction of property related to the development of a neighboring property. Defendants asserted counterclaims alleging a coordinated effort to disrupt the project and disparage them through extensive social-media activity. The mediation involved numerous legal and substantive questions, including application of Colorado’s anti-SLAPP statute to counterclaims in a developing area of the law.

Partnering closely with counsel, I tailor each mediation to the dispute—through pre-mediation calls, targeted information exchange, and deliberate choices about structure and session design. Based on those early conversations, I recommend process options that fit the case and the people in it, including whether and when to use phased agendas, joint sessions and caucuses, and multiple sessions over time. Drawing on negotiation research, teaching, and decades in the trenches as a trial lawyer, I bring a broad toolbox to the work—blending careful process design with practical settlement skills such as reality testing and decision-making support. Throughout, I keep an eye toward value creation: helping parties generate and evaluate creative options and, where possible, craft deal terms that widen the path to resolution. At the table, I stay engaged through impasse and help address the psychological factors that can block agreement—emotion, risk perception, and fairness concerns—so parties can assess risk, evaluate options candidly, and reach optimal decisions. To ensure that level of preparation and engagement, and to accommodate my teaching schedule, I intentionally limit my caseload, focus on matters within my areas of expertise, and generally handle no more than one mediation per week.

Have conducted numerous mediations via Zoom and Microsoft Teams.

University of Virginia School of Law (JD-1992); Hampden-Sydney College (BA, Economics and Political Science, summa cum laude-1989).

Admitted to Bar: Virginia (1992); Colorado (1996).

American Bar Association (Dispute Resolution Section); Colorado Bar Association (ADR, Litigation, and Business Law Sections; Executive Council, ADR Section); Boulder County Bar Association (Chair, ADR Section); Mediation Association of Colorado (Member, Board of Directors).

Numerous lectures, Negotiation Course, University of Colorado Law School, Spring 2025 Numerous lectures, Mediation Course, University of Colorado Law School, Fall 2024 and 2025 "Artificial Intelligence for Mediators and Arbitrators: Tools, Ethics, and the Future of Practice," 19th Annual Alternative Dispute Resolution Conference, October 2025 "Cognitive Biases in Mediation: Understanding and Managing Psychological Traps in Settlement Negotiations," Boulder County Bar Association CLE, September 2025 “Beyond the Standard Settlement Conference: Consider Customizing Your Commercial Dispute Mediation,” Colorado Lawyer, April 2025 “Internal Investigations: Practical, Legal, and Ethical Considerations for Business Lawyers,” 2024 Colorado Bar Association Business Law Institute, September 2025 “Corporate Governance for ADR Professionals,” Boulder County Bar Association CLE, July 2023 “Taking Corporate Minutes,” Essentials Express Conference for Society of Corporate Governance, October 2022

Hourly Rate: $650.00 Daily Rate: Not provided Study Rate: $650.00/hr Cancellation: Not provided Cancellation Period: Not provided Comment: Will seek reimbursement for reasonable, necessary air travel, hotel room accommodations and meals for matters outside of the Denver area.

English

United States of America

Boulder, Colorado