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There could be a major shake up in the legal department of the Wayne, Pa.-based investment holding company, Safeguard Scientifics Inc., which is responding to the collapse of Internet stock prices. After nine years as the company’s general counsel, sources familiar with the situation say James Ounsworth will be stepping down and will be replaced by N. Jeffrey Klauder, who joined Safeguard as senior vice president earlier this year from Morgan Lewis & Bockius. Safeguard officials, including Klauder and company president Harry Wallaesa, did not respond to interview requests Friday. Ounsworth was out of town and unavailable for comment. But sources familiar with the situation say Klauder could soon take over for Ounsworth, the man who recruited him to join the company in April. Klauder is an experienced transactional lawyer who represented clients such as CoreStates Bank, Bell Atlantic and Safeguard while chair of the merger and acquisitions group at Morgan Lewis. While at Morgan Lewis, Klauder led the deal team that represented Bell Atlantic in its $70 billion merger with mobile-phone giant Vodafone AirTouch in 1998, hailed at the time by participants as the largest joint venture in history. Two years earlier, he headed the team representing Bell Atlantic in a $33 billion merger with NYNEX. He had assumed leadership in representing Safeguard from recently retired partner Allan Reed in the years prior to joining the company. Sources say he had a strong relationship with Ounsworth and that there is most likely no animosity involved in the possible change. Ounsworth is senior vice president and the general counsel and has been with Safeguard since 1991. Prior to Safeguard, he was a partner at Pepper Hamilton for 16 years. A graduate of the U.S. Naval Academy, Ounsworth served as a nuclear engineer on two submarines before receiving his law degree from the University of Virginia. The legal department is responsible for both Safeguard legal matters and legal assistance to its numerous partner companies, including SEC reporting, mergers and acquisitions, negotiating various agreements, venture capital investments as well as litigation. Klauder has been a senior vice president in Safeguard’s legal department, with his responsibilities centered on the SEC work for the company and all of its partner and subsidiary companies. Safeguard has been going through several recent changes, with press reports of transfers and resignations coming as the company responds to the collapse of Internet stocks. Safeguard’s stock has fallen from a high of $99 in March to $8.25 at Friday’s close.

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