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IN-HOUSE COUNSEL: David E. Bamberger, Inamed Corp. TITLE: Senior vice president and general counsel AGE: 44 COMPANY: Inamed Corp. manufactures half the breast implants sold in the United States, as well as other surgical and medical devices used in plastic and reconstructive surgery. The Santa Barbara, Calif., based company employs about 1,200 and has sales offices in 15 other countries. Its revenues totaled $250 million in fiscal 2000. DEPARTMENT: Bamberger, who works in the company’s New York office, is the only attorney in the legal department. Inamed’s vice president for finance is also a tax lawyer, and he handles the legal aspects of the company’s taxes. CLEANING UP A MESS: Bamberger’s main job since becoming general counsel in June 1999 has been to help Inamed recover from the aftermath of costly breast implant litigation, which resulted in Inamed’s paying $32.4 million to settle lawsuits. The financial problems that resulted from years of litigation, which began in the early ’90s, had a ripple effect, causing the company to become almost insolvent and leading Nasdaq to delist Inamed’s stock. Inamed’s auditor resigned, senior management was ousted, and the Securities and Exchange Commission began investigating the company. “I recognized that there would be a need for restructuring, and I regarded the opportunity as incredibly challenging and, for that reason, professionally exciting,” Bamberger says. In addition to troubleshooting, Bamberger oversees litigation and the products liability insurance program, works on acquisitions, negotiates bank credit agreements, reviews confidentiality agreements, writes the annual proxy statement and drafts licensing, supply and distribution agreements. LITIGATION: Because most breast implant litigation was settled and because the commercial sale of silicone gel breast implants is banned except for a few limited exceptions, Inamed today faces only a handful of products liability suits over its implants. The suits claim that its saline-filled implants are defective because they can deflate. Bamberger says that the company’s product literature discloses that risk. On another front, in December, the company was ordered to take part in settlement negotiations in state court in Las Vegas to resolve its most significant ongoing litigation. This concerns disputes with its founder and former CEO, Donald K. McGhan, and the shareholders of another company that he founded, Medical Device Alliance Inc. (MDA). Inamed sued McGhan after his 1998 resignation from the company, accusing him of wasting millions of dollars of the company’s assets by allegedly leasing corporate jets for personal use and charging the company. McGhan countersued. Both are defendants in a shareholder-derivative lawsuit, which alleges that McGhan used Medical Device Alliance’s funds to keep Inamed alive. Bamberger is drafting potential settlement agreements. MCGHAN-RELATED SEC DEAL: In August 1999, Inamed consented to a cease-and-desist order to settle the SEC’s charges that, during the breast implant litigation, the company inflated its 1996 and 1997 earnings. There was no fine, and Inamed neither denied nor admitted fault. Bamberger negotiated directly with SEC officials in Washington, D.C., to resolve the matter. Inamed’s position was that McGhan was personally responsible for any financial improprieties that may have occurred. Bamberger says he revised drafts of the SEC’s cease-and-desist order before it was issued “to make it clear that the SEC’s findings related solely to the conduct of [Inamed's] prior management.” McGhan agreed to a $50,000 SEC fine last year, Bamberger says. GETTING RELISTED ON NASDAQ: Bamberger worked to convince Nasdaq officials to relist the company’s stock, which they did in September 1999. That enabled Inamed to issue its November 1999 public stock offering, which raised $67.8 million. Bamberger wrote the risk-factors disclosure in the company’ prospectus. AN ACQUISITION AND A PROBLEM: Bamberger assisted with Inamed’s September 1999 purchase of Collagen Aesthetics Inc. for $155 million. When Inamed bought Collagen, Inamed was aware of a potential liability problem involving one of Collagen’s British subsidiaries. The subsidiary had taken its Trilucent soybean-oil-filled breast implants off the market shortly before Inamed acquired Collagen. But just in case, Bamberger obtained a $50 million insurance policy in January 2000 against the risk that U.K. authorities would advise women to have the implants removed. Six months later, the U.K. Medical Devices Agency did just that. Bamberger worked with the British agency before it issued its advisory and also hired a British HMO to set up the company’s Trilucent Care Centre, which was ready when the notice came out to answer questions from doctors and patients. Inamed avoided litigation by offering to pay for the cost of having the implants removed. More than 2,000 British women have applied. Bamberger was in charge of handling the Trilucent matter and drafted the final version of a settlement protocol. WINNING FDA APPROVAL: In May 2000, Inamed’s subsidiary, McGhan Medical Corp., was one of only two companies to win final approval from the U.S. Food and Drug Administration to sell saline breast implants. Bamberger reviewed and edited drafts of the product labeling and the company’s handbook for breast implant candidates. OUTSIDE COUNSEL: The Los Angeles office of New York’s Skadden, Arps, Slate, Meagher & Flom helped with the financing of the Collagen Aesthetics acquisition and represented Inamed in its lawsuits against McGhan and MDA shareholders. New York’s Milbank Tweed Hadley & McCloy also worked on the Collagen Aesthetic acquisition and the subsequent public offering. Crowell & Moring, in Washington, D.C., helped with the SEC settlement and with getting the company’s stock relisted. Inamed also relies on Eversheds of Nottingham, England (Trilucent matter); D.C.’s Hogan & Hartson (FDA approval); Aspen, Colo.’s Shapiro, Manson & Karbank (real estate matters); The Law Offices of Darla Anderson in Santa Barbara, Calif. (employment law); The Law Offices of Robert J. McGuirl in Westwood, N.J. (products liability claims); and O’Melveny & Myers (products liability litigation). PET PEEVE: An overzealous outside attorney once dragged Bamberger into an ill-advised intellectual property case that cost Inamed more than $100,000 in unnecessary legal expenses, he says, and he had to go to Minneapolis to settle the case himself. ROUTE TO THE TOP: Bamberger has worked in New York ever since his 1982 graduation from Harvard Law School, starting as a litigation associate at Simpson Thacher & Bartlett. Two years later, he joined the now-defunct First Amendment specialists Grutman Miller Greenspoon Hendler & Levin. While there, Bamberger helped represent Jerry Falwell in his famous pornography lawsuit against Hustler magazine publisher Larry Flynt, which later was made into the 1996 movie “The People vs. Larry Flynt.” He joined Skadden’s litigation department in 1986, then took his first corporate job in 1990, becoming senior litigation counsel at MacAndrews & Forbes Holdings Inc., owned by financier Ronald Perelman. He was lured away a year later by a former client, TPI Enterprises Inc., whose vice president and general counsel he became. The following year, he joined Olshan Grundman Frome & Rosenzweig as a litigation partner. In 1999, he was offered the general counsel position at Inamed, which had been one of his clients. “I realized that this was going to be a strange trip, [but] I didn’t count on it being this exciting,” he says. FAMILY: Bamberger and his wife, Debra A. Post, an attorney whom he met at Skadden, have two children, Cayla, 4, and Lara, born on March 29. LAST BOOK READ: “Zim: A Baseball Life,” by Don Zimmer, Bill Madden (contributor) and Joe Torre.

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