Leonard W Burningham

Leonard W. Burningham (AV)

Leonard has over 52 years of legal experience involving securities laws and merger and acquisition transactions, and has been instrumental in the completion of well over 200 mergers or acquisitions involving publicly-held companies, while also serving as a consulting lawyer to a substantial number of other lawyers across the United States that were involved in similar securities transactions.  His expertise in rendering legal opinions on the resale of “restricted securities” of publicly-held companies is widely known and respected in the legal community and the broker-dealer and stock transfer agency industries, including Rule 144 legal opinions and Section 4(a)(1) legal opinions under the Securities Act of 1933, as amended (the “Securities Act”).  Leonard graduated from Westminster College, a private university in Salt Lake City, Utah, in 1967, where he served as Student Body President in the Fall Semester of 1966; he went on to graduate from the University of Utah College of Law in 1970, before entering private practice.  In 1971, he was named the youngest partner in the law firm of Moffat, Welling, Taylor and Paulsen, a successor to the long established and highly respected law firm of Moffat, Iverson and Taylor, before returning to a private practice in 1978. From 1978 to the present, Leonard has limited his legal practice solely to matters involving securities laws, rules and regulations, primarily in the areas of mergers and acquisitions and legal opinions regarding the resale of restricted securities.  He was admitted to the Utah State Bar Association in 1970, and is authorized to appear in all Utah courts, as well as the United States District Court for the District of Utah (1970) and the United States Supreme Court (2011).  During his legal career, Leonard has served: (i) as an Arbitrator of securities disputes for the National Association of Securities Dealers, Inc. (now known as the “Financial Industry Regulatory Authority”); (ii) as an Expert Witness in state and Federal courts on matters relating to “reverse mergers,” securities law registration exemptions and the application and construction of federal and state securities laws in various situations and transactions; (iii) as a member and panelist of the Utah State Bar Association’s Securities Subsection; and (iv)  as the co-Chairman of the Bar’s Fall Forum on the use of wireless and paperless technologies (2004).  In his early years of litigation practice, he was trial counsel in the often quoted cases of Kerbs v. Fall River Industries, Inc., 502 F. 2d 731 (10th Cir. 1974) and Zabriskie v. Lewis, 507 F.2d 546 (10th Cir. 1974), which respectively held “Moreover, one who aids and abets a fraudulent scheme may be held accountable even though his assistance consists of mere silence or inaction” (p.741); and while favorably citing the language of Kerbs on aiding and abetting, found that the short term promissory note delivered in Zabriskie was a “security” that was not exempt from registration under the Securities Act, and that the issuance of the promissory note constituted a sale or disposition of a security in violation of 15 U.S.C. 78(c)(14) of the Securities Act.

Leonard served in the U.S. Military during 1961 and 1962 as a member of the Utah National Guard, which was called to active duty during the “Berlin Crisis,” when the Berlin Wall was built overnight on August 13, 1961.  He was honorably discharged in 1962.

He has been especially fortunate in having the continuing opportunity to practice law with two of his sons, Branden T. Burningham, Esq. (since 1994) and Bradley C. Burningham, Esq. (since 2003 [Bradley has presently taken an inactive status with the Utah Bar and is pursuing other business activities]).

Leonard was also the founder of the Utah Bar Association’s Annual Food and Clothing Drive for the Homeless and less fortunate members of our society in 1990, serving as its  Chairman for over 31 years, and continues to serve as its co-Chairman today.