P. Blake Allen practices in the area of corporate law with an emphasis on securities law and public company representation. Mr. Allen has significant experience in SEC reporting obligations of NYSE- and NASDAQ-traded companies. He works extensively on Sarbanes-Oxley issues and related corporate governance matters. He has represented issuers and venture capital investors in connection with public and private issuances of equity and debt. Mr. Allen has represented buyers and sellers in mergers and acquisitions transactions. He regularly advises boards of directors, audit committees and other board committees on matters such as disclosure issues, corporate governance, insider trading compliance and related party transactions, and acts as outside general counsel to public companies.

Mr. Allen was a law clerk for Chief Judge William J. Holloway, Jr. of the U.S. Circuit Court of Appeals for the Tenth Circuit.

Mr. Allen is admitted to practice in California, Nevada, Colorado and Oklahoma. He is a Fellow of the American Bar Foundation and is a member of the State Bar of California. Mr. Allen is a 1990 graduate of the University of Oklahoma College of Law and a graduate of the University of Oklahoma College of Business (M.B.A.) and Vanderbilt University.

Representative Matters

• Represented a publicly traded manufacturer of 2D- and 3D-vision systems for minimally invasive surgery in a recapitalization through the conversion of its preferred stock and debentures into common stock. Represented company in a subsequent private placement of common stock.
• Represented a United Arab Emirates–based private-equity-company buyer in its purchase of $9 million in Series D stock issued by a Silicon Valley–based developer of massively multiplayer online games.
• Represented Coda Therapeutics, Inc., an early-stage pharmaceutical biotechnology company, in its $20 million sale of Series A preferred stock to various venture capital investors.
• Represented a San Francisco–based registered investment advisor in its formation of a $50-million private equity investment fund.
• Represented oil and gas producer Arena Resources, Inc. (NYSE: ARD) as special Nevada counsel in its $1.65-billion acquisition by SandRidge Energy (NYSE: SD) and registration statement on Form S-4.
• Represented the issuer in preparation of a 144A offering memorandum and collateral documentation for private offering of $140 million of First Mortgage Notes for a $195 million project for a NYSE company.
• Represented the issuer in preparation of the S-3 registration statement for registration of $25 million of shares placed by a NASDAQ SmallCap company.
• Represented the issuer in preparation of the 144A offering memorandum and collateral documentation for offering of $120 million of Senior Notes for a NYSE company.
• Represented the issuer in preparation of S-4 registration statement for an A/B exchange offer for $140 million of First Mortgage Notes issued by a NYSE company.
• Represented the issuers and participated in preparation of the prospectus for the issuance of $120 million of 13% Senior Subordinated Notes for a NYSE company.
• Represented NASDAQ NMS company in SEC investigation.
• Represented one of the merging companies in preparation of S-3 Joint Proxy Statement/Prospectus and the S-4 Registration Statement regarding the $1.15 billion merger of a NYSE company into another NYSE company.
• Represented the issuers and participated in preparation of Form S-3 registration of $25 million PIPE for NASDAQ NMS company.
• Represented the issuers and participated in preparation of Form SB-2 registration of $7 million PIPE for OTCBB company.
• Draft and file all required Securities and Exchange Commission reports such as 8-Ks, 10-Qs, annual reports, proxy statements, Forms 3, 4 and 5 for various NYSE and NASDAQ companies. Draft confidential treatment requests and no-action letter requests.

Admissions

• Oklahoma
• Colorado
• California
• Nevada

Education

• University of Oklahoma College of Law, J.D., 1990
• University of Oklahoma College of Business, M.B.A., 1990
• Vanderbilt University, B.A., 1986

Other Experience

• Duane Morris LLP
  - Partner, 2004-present
• Luce Forward Hamilton & Scripps
  - Partner, 2002-2004
  - Special Counsel, 2001-2002
• Conner & Winters
  - Partner, 1997-2001
  - Associate, 1996-1997
• Kummer Kaempfer Bonner & Renshaw, Las Vegas, Nevada
  - Associate, 1993-1996
• Chief Judge William J. Holloway, Jr., U.S. Court of Appeals, 10th Circuit
  - Law Clerk, 1990-1992

Professional Activities

• State Bar of Oklahoma
  - Young Lawyers Division
  -- Board of Directors, 1998-1999
  -- Chairperson, Publications Committee, 1997-1999
  -- American Bar Association Delegate, 1997, 1998
• State Bar of Nevada
  - Young Lawyers Division
  -- Executive Council, 1996
• Nevada American Inn of Court
  - Member, 1993
• The Center for American and International Law
  - Research Fellow, 1995-present

Honors / Awards

• Listed in Who's Who in America, 2006-present
• Listed in Who's Who in American Law, 1994-present
• Listed in Who's Who in the South and Southwest, 1997-2002
• Listed in Who's Who in the World, 2009-present
• Fellow of the American Bar Association, 2000-present
• Member of MENSA
• AV® Preeminent™ Peer Review Rated by Martindale-Hubbell

Board Memberships

• Association for Corporate Growth (ACG) - San Diego
  - Co-chair, ACG San Diego Lower Middle Market Initiative

Publications

• Co-author, "To Seek Exclusion of Shareholder Proposals, Companies May Bypass "No-action Letter Request" and Go Directly to Federal Court," Duane Morris Alert, April 15, 2011
• Quoted in "Teaching Baby Biotechs to Play in the Big Leagues," Los Angeles Daily Journal, July 20, 2009
• "Building a Framework, Not a Foundation," chapter in Inside the Minds, April 2008
• Co-author, "Federal Court Dismisses SEC's Regulation FD Complaint Against Siebel Systems," The Corporate Board (Journal of Corporate Governance), March/April 2006, Vol XXVII No.157
• "What Canadians Need to Know About Changes in United States Securities Law: The Sarbanes-Oxley Act and Initiatives of the New York Stock Exchange, NASDAQ, and the State of California," Canadian International Lawyer, Vol. 5 No. 2, 2002

Speaking Engagements

• Speaker, "California Update: Finance & Securities Law," National Business Institute Teleconference, July 18, 2012
• Speaker, "Angel Investing: What Every Entrepreneur Needs to Know," San Diego, California, October 2010
• Speaker, "SEC Accounting and Financial Reporting," PLI/Executive Enterprise Institute, Fairmont Hotel, San Francisco, California, April 2006
• "Best Business Practices: Structuring and Managing Effective Internal Controls," National Business Institute (NBI), San Diego, California, 2006
• "Best Practices in Managing Internal Investigations and Compliance Audits," Martindale-Hubbell Counsel to Counsel SuperForum, Chicago, Illinois, 2005
• "Nuts and Bolts of Mergers & Acquisitions," Mission Bay Hyatt Hotel, San Diego State University Entreprenueurial Management Center, 2005
• "Due Diligence After Sarbanes-Oxley," IPA Annual Convention, Phoenix, Arizona, 2004
• Speaker, Business Divestiture Seminar, University of San Diego, 2001
• Speaker, "Annual Corporate Law Update," State Bar of Oklahoma Annual Convention, 1998
• "Disclosure Obligations of Public Corporations," Association for Corporate Growth (ACG), San Diego, California, 2004