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Welcome to Nashville!Business Department Retreat | Feb. 26 – 27, 2014


We Want to Hear From You!

• To join in our interactive questions throughout the day, please use your mobile device to answer!

• Via Text Message

− Send a text message with the keyword/number to 22333.

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2014 Business Department Retreat

Building on Strengths, Focusing on Opportunities

Bruce C. DoegBusiness Department Chair


11:30 am – 12:00 pmRegistration (2nd Floor, Broadway Ballroom F)

12:00 pm – 1:00pmBusiness Department Building on Strengths, Focusing on Opportunities

Speaker: Bruce Doeg

Buffet lunch will be served

(Broadway Ballroom F)

1:00 pm - 3:00 pmPractice Group Presentations

• Securities-Tonya Grindon

• Corp M&A-Mark Carlson

• Real Estate-Bill Mendenhall

• Global Business-Doreen Edelman & John Scannapieco

• Tax-Biff Bayard

• IP-Edward Ramage

• Emerging Companies-Chris Sloan


Business Retreat AgendaWednesday February 26, 2014


3:00 pm – 3:30 pm - Break3:30 pm – 5:00 pmClient Communication Best Practices

Moderator: Adam Severson

Panelists: Julie Boswell; Bob Brazier; Steve Eisen; Richard Mattern; Andy Rotenstreich


5:00 pm – 5:30 pmCheck into Hotel Rooms

5:30 pm – 6:30 pmReception

(West Hallway)

6:30 pm – 8:00 pmProgressive Dinner

(Broadway Ballroom G)

Business Retreat AgendaWednesday February 26, 2014 (Cont’d)


Why Are We Here?


Clients Nature of Representation

Reputation� Known across the region as a “player” in

business (transactions/connections/advice/issues)

� Short list for key transactions and new companies coming into the region

� Represent key clients in geography

� Represent key clients in critical industries

� Critical mass of public company clients

� Represent Boards and Special Committees

� Serve as outside General Counsel

We Aspire To Be The Best Business Practice in the Southeast


Our Reality

• Demand is flat

• Competition has never been greater

• In-house counsel doing more and willing to pay less

• The economy is better but still fragile


The Opportunity

• The South is hot

• We have built a magnificent machine

• We are adaptable

• Change is good


High Potential/Great Start

• International

• Health IT

• Emerging Companies

• Wireless

• Long Term Care

• REIT

• Technology

• IP Litigation

• SALT

• Gaming

• Hospitality

• Tax Controversy


Poll Question:

In last 6 months have you sat down with General Counsel or in-house attorney to learn about their business plans for 2014?

a. Yesb. No


High Potential/Needs More Work

• Energy

• Life Sciences

• Transportation

• Manufacturing

• Broker Dealer/RIA

• Regional Real Estate Portfolio Play

• Public Company Work

• Board and Special Committee Representation

• Private Capital Formation

• Fund Work

• Financial Institutions

• Government Contracts


Poll Question:

In which of the following industries do you have most clients?

a. Energy

b. Life Sciences

c. Transportation

d. Manufacturing

e. Financial Institutions


What Have We Done So Far?

• Acquired and Built Talent

• Invested in Growing Areas Where Our Footprint, Ability to Bring Expertise and Make Connections Matter

• Developed Tools and Services that Bring Value to Our Resource Strapped Clients

• Increased Our Intensity of Client Focus


Poll Question:If GC’s had more time and resources, what would be the one thing they would most likely want to get done?

a. Develop better litigation management

b. Develop more proactive contract management

c. Understand and proactively manage the company’s IP

d. Develop better expertise on a certain subject area

e. Work on document retention

f. Mentor/coach their in house staff

g. Strategic planning

h. Other


What Have We Done So Far? (cont.)

• Aligned Marketing Dollars with Opportunities

• Built Staffing Models and Capabilities to Fit Client Needs and Opportunities

• Proactive Goal Management

• Developed Tools to Measure Progress

• Team Strategies


Rev/Attorney Five Year Graph


How Have We Done So Far,Where Are We Going and How Do

We Get There?

A Look At Our Securities and Corporate Governance Practice


Tonya Mitchem GrindonPractice Group Leader


Where We Are

Memphis

Nashville

Houston

BatonRouge

Macon

NewOrleans

Jackson

Chattanooga

Birmingham

Montgomery

Atlanta

Mandeville

FortLauderdale

Orlando

Washington, D.C.

Tri-Cities

Knoxville

Huntsville

KY

TN

AR

VA

NC

SCGA

ALMS

TX

FL

LA

Other Baker Donelson Offices

Baker Donelson Offices with Securities Attorneys


Poll Question:

When we represent funds, is it for capital raises for the limited partnerships to get investors, or is it for portfolio investments?

a.Fund Formation and Capital raise by Fund

b.Investment by Fund into Portfolio Companies

c.Both


Who We Are / Our Practice

Public Company Work

Private Equity; Venture Capital

Investment Management


Poll Question:

What types of legal services do we provide clients in our Broker Dealer and Registered Investment Advisor practice?

a.Formation of BDs/RIAs

b.Compliance with FINRA and SEC

c.FINRA and SEC investigations

d.All of the above


Our Public Company Clients


Strengths

• Over the past five years, counsel for issuers on approximately:

− 30 public offerings

− Offering proceeds in excess of $5 billion

• Non-traded REIT industry

• Outside of major financial centers, Baker Donelson is one of only a small number of firms with both:

− Investment management practice and

− Private equity, hedge and venture capital funds practice


Poll Question:

Is there a difference in representing small cap public companies vs. “star” WKSI public companies?

a.No – Both have same legal issues

b.Yes – Small cap public companies usually don’t have in-house general counsels, so we typically serve as outside general counsel and do substantially more work

c.Yes – Large public companies have extensive in-house lawyers and we are engaged on a smaller scale and/or used only for local counsel work


Our Recent Successes

$8 billion dollar merger with Colonial Properties Trust• Closed on October 1, 2013

• Expansive role; worked on every step of the transaction, including the drafting of the Agreement and Plan of Merger, the preparation of the Joint Proxy Statement and Registration Statement, local counsel on the shareholder litigation, delivering tax opinions in connection with the transaction and closing the

transaction

Bond offering• Served as corporate, securities

and deal counsel inaugural public bond offering

• $350M offering closed on October 16, 2013

• Attorneys were responsible for registering the debt, drafting the prospectus supplement, negotiating the covenant package and underwriting agreement, as well as the general closing deliverables



• Counsel to the special committee of the board of directors in the sale of substantially all of its assets to Flint Hills Resources (a subsidiary of Koch Industries) for approximately $160 million

• Advised on fiduciary duties of the board of directors under Delaware law in connection with the sale of assets and also assisted in drafting the asset purchase agreement, ancillary transaction documents and Information Statement on Schedule 14C



Strategic Storage Trust, Inc. • Issuer’s counsel in connection with a $1.0 billion follow-on public

offering

• Closed in September 2013

• Client successfully raised an additional $253 million in offering proceeds, which were invested in self-storage facilities


Securities and Corporate GovernancePractice In 3 to 5 Years

• Increase investment management practice (particularly in DC)

• Continue to serve as outside GC to mid-cap public companies

• Increase representation of “star” public companies, even if it is as local counsel


How Will We Get There

• Increase referrals for local counsel to “star” public companies by expanding network

• Referrals to public companies from private equity funds, venture funds

• More cross-work from existing public clients

• Becoming more active in thought leadership dealing with Investment Management; Private Equity and Public company issues through writing and speaking engagements across footprint


New Attorneys Who Have Joined Us In 2013

• Terrence Davis

• Suzan Abramson

• Stephen Hargraves

• Tara Tieman

• Justin Tait

• Ian Calhoun

• Taylor Wirth

• Drew Yonchak


Terrence Davis, Shareholder (Atlanta and D.C.)

• Served as the Rule 38a-1 chief compliance officer and enterprise officer for ING U.S. Financial Services

• Formed numerous mutual funds and additional series of existing mutual funds using Form N-1A

• Served as general counsel to entity registered as investment adviser and wholesale broker-dealer

• Went to college with the current Mayor of Atlanta, Kasim Reed, and P. Diddy, Sean Combs


Suzan Abramson, Of Counsel (Orlando)

• Formerly with Lowndes, Drosdick, Doster, Kantor & Reed

• Serves as outside general counsel for businesses across wide spectrum of industries

• 2011 - Named Orlando Corporate Attorney of the Year

• She was born in the Bronx about a stone’s throw away from Yankee Stadium


Stephen Hargraves, Associate (Nashville)

• Representation of public and private companies

• Masters of Accountancy

• Formerly with Bass, Berry & Sims and also worked for PricewaterhouseCoopers, LLC, Ernst & Young, LLP and Lattimore, Black, Morgan & Cain, PC as a certified public accountant in assurance

• He’s been married for 12 years and has two kids, two dogs, two hermit crabs, two frogs and three fish


Tara Tieman, Attorney (Nashville)

• Securities attorney

• A Baker Donelson recidivist. This is her third time with the firm

• Owns a NY style pizza shop (which was voted best pizza shop by the Nashville Scene), and practices law in her spare time


Justin Tait, Associate (Orlando)

• Broker Dealer/RIA practice

• Provides clients with services in regulatory, corporate and compliance matters

• Has negotiated derivatives and other investment documentation required by the Dodd-Frank Act and related regulations established by the SEC and the U.S. Commodity Futures Trading Commission (CFTC)

• Formerly with Dechert, LLP in Washington, DC

• A beleaguered Georgetown basketball fan


Ian Calhoun, Associate (Atlanta)

• First year associate; UGA grad

• Assists clients with public securities offerings, SEC compliance, including 1933 Act filings and 1934 Act reporting, “Blue Sky” regulatory compliance and private placements

• Formation of business entities and other general corporate matters with emphasis on real estate investment trusts (REITs)

• He’s a big homer when it comes to sports; he’s fanatical about the Braves, Falcons, and even the Hawks

• Fluent in Spanish

• International travel is his passion


Taylor Wirth, Associate (Nashville)

• First year associate; UT grad

• Assists clients in transactional and general corporate matters, including entity formation, issuance of equity and debt securities, SEC compliance and corporate governance

• Named Business Attorney of the Year by the University of Tennessee

• Worked for Universal Pictures prior to law school

• He’s terrible at sports


Drew Yonchak, Associate (Memphis)

• Represents companies across wide range of industries in public and private debt and equity financings, mergers and acquisitions and various other corporate transactions and matters

• Formerly with Parker, Poe, Adams & Bernstein in Charlotte, NC

• In 2008, he won first place in an amateur go-cart race against 18 other people. The trophy is currently in his office.

A Look At Our Corporate/M&A Practice


Mark A. B. CarlsonPractice Group Leader


Where We Are

Memphis

Nashville

Houston

BatonRouge

Macon

NewOrleans

Jackson

Chattanooga

Birmingham

Montgomery

Atlanta

Mandeville

FortLauderdale

Orlando

Washington, D.C.

Tri-Cities

Knoxville

Huntsville

KY

TN

AR

VA

NC

SCGA

ALMS

TX

FL

LA


Baker Donelson Offices with Corporate/M&A Attorneys



Private Companies Middle Market M&ATransactions

General Business and Technology Contracts Industry Specialization


Industry Specialty

• Primary group members in nearly every industry service team

• Umbrella group for emerging company and global business team

• Leadership roles in Hospitality IST and Gaming IST

• Launching private equity initiative

• Seek to launch one additional initiative in a Baker Donelson strategic industry


Our Strengths

• Geographic footprint attractive to businesses operating in & focused on the Southeast

• Well-recognized industry subgroups & niche practices

− Aviation, Banking, Gaming, Hospitality, Long-Term Care, Emerging Companies & others

• Deal lawyers with experience managing & completing complex middle market transactions

• Competitive rate structure in most of our markets


Poll Question:

Which Baker Donelson characteristic resonates most when you are pitching to potential clients?

a.Regional footprint

b.Experience at reasonable rates

c.Industry & subject matter expertise

d.Culture (e.g., Fortune 100 Best Places to Work)

e.Legal project management / alternative fee arrangements



• Nashville Banking team handles merger between Franklin Synergy Bank & MidSouth Bank

• Gaming industry service team members negotiate acquisition of the Ameristar Lake Charles casino by client Golden Nugget

• Hospitality industry service team members oversee fast-track due diligence program for a high profile hotel industry acquisition


POLL Question:

Which industry sector is best poised for growth in our region in the next 3 to 5 years?

a.Manufacturing

b.Life sciences (e.g., pharma, biotech & medical devices)

c.Energy (e.g., oil, gas & renewables)

d.Financial services & banking

e.None of these sectors will see meaningful growth over that period


Mission of the Corporate/M&A Practice Group

To help businesses operating in the Southeast successfully complete

transactions & implement business strategies by delivering high quality &

efficient legal services in an innovative & dynamic professional environment.


Corporate/M&A Practice In 3 to 5 Years

• Developing a leading regional middle market M&A practice− Strong pipeline of M&A deals

− High-profile transactions in each of our markets

• Establishing transactional practice as a leader in strategic regional growth industry sectors

• Serving as outside general counsel to a large & growing number of regional business clients

• Institutionalizing a culture of responsibility where every group member works to make the whole group better


How Will We Get There?

M&A• Launch Private Equity Initiative

• Cross-office & cross-functional effort to recharge M&A practice

• Regional, industry-based, middle market strategy

• Reach the client first

Industry Sectors• Reinforce & leverage current high-

performing sectors

• Invest in strategic, regional growth opportunities

• Mandatory associate alignment (encouraged for other attorneys)

Outside GC• Think from client’s perspective

(broad “legal services model”)

• Help in-house lawyers do job better

• Visit clients, study their industry, join trade organizations, etc.

• Leverage boots on the ground

Culture of Responsibility• Quality is “assumed” by clients …

but cannot be assumed by us

• Develop an engaged broad group of visible & specialized practitioners

• Navigate the rapidly changing legal market (e.g., roles & expectations)


POLL Question:

To improve cross-selling, with which practice group should we coordinate more closely?

a.Business Litigation

b.Financial Institutions

c.Health Law

d.Federal/State Public Policy

e.Government Regulatory Actions


New Attorneys Who Have Joined Us In 2013 *

• Joe Delgado

• Mike Haber

• Amy Tidwell Andrews

• Ken Weinberg

• Jennifer Howard

• Anita Beth Adams

• Andrea Barach

• Nathan Gordon

* Excludes group members that are part of Emerging Companies group & Global Business Team.


Joe Delgado, Shareholder (Atlanta)

• Fluent in Spanish

• Joe primarily serves as outside GC to middle market companies

• Recently, Joe helped a client construct a spring water bottling plant in south Georgia & the “Chief” hacked the client’s website


Joe “Dire Wolf” Delgado, Shareholder (Atlanta) cont.

• Joe is fluent in Spanish

• Joe primarily serves as outside GC to middle market companies

• Recently, Joe helped a client construct a spring water bottling plant in south Georgia & the “Chief” hacked the client’s website

• Joe spent the summer of 1994 “on tour” [his euphemism] with the Grateful Dead


Mike Haber, Sr. Counsel, (Atlanta)

• Represents lenders in commercial finance transactions & financially-distressed borrowers in out-of-court workouts & in-court proceedings

• Represented US borrower, a Hong Kong affiliate & Netherlands guarantor in a credit facility with syndicate of US & foreign lenders

• Enjoys fly fishing on western rivers


Amy Tidwell Andrews, Associate (Atlanta)

• Secondary in Real Estate group

• Chose Baker Donelson for its culture & opportunities to expand her knowledge & experience

• Negotiated 99-year term safe harbor agreement for Red-Cockaded Woodpeckers with the U.S. Fish & Wildlife Service / Florida Fish & Wildlife Conservation Commission

• Amy is a ballroom dancer


Ken Weinberg, Shareholder (Birmingham)

• Personal property based complex commercial finance -- emphasizing equipment leasing/finance & renewable energy project finance

• Spent first seven years of his career at Berkowitz Lefkovits

• Negotiated with “Mickey Mouse's lawyer” on a anaerobic digester project in Orlando


Ken Weinberg, Shareholder (Birmingham) cont.

• Personal property based complex commercial finance -- emphasizing equipment leasing/finance & renewable energy project finance

• Spent first seven years of his career at Berkowitz Lefkovits

• Negotiated with “Mickey Mouse's lawyer” on a anaerobic digester project in Orlando

• His English Bulldog (“Walker”) appeared on ESPN four times


Jennifer Howard, Of Counsel (Birmingham)

• Secured finance practice -- emphasizing equipment leasing/finance & renewable energy project finance

• Recently she worked on a financing facility for the construction of an anaerobic digester at a dairy farm in Bakersfield, California. Digester captures methane produced from cow manure and turns that into electricity (“capturing cow farts” according to her kids) & qualifies for carbon credits for greenhouse gas reductions

• Avid reader of Sci-Fi books


Anita Beth Adams, Of Counsel (Jackson)

• Admitted in New York, Tennessee & Mississippi

• General corporate & health law practice

• Recently worked on a contract for seismic acquisition services in Gabon for FairfieldNodal

• Anita Beth is a trail runner & has completed two 50-mile trail races (Mississippi 50 & Lookout Mountain 50)


Andrea Barach, Shareholder (Nashville)

• Represents mostly health care/long term care providers in acquisitions, dispositions and financings

• Recently represent a non-profit nursing home in a refinancing resulting in annual debt service savings over $1 million


Andrea Barach, Shareholder (Nashville) cont.

• Represents mostly health care/long term care providers in acquisitions, dispositions and financings

• Recently represent a non-profit nursing home in a refinancing resulting in annual debt service savings over $1 million

• Raised a daughter who is a pastry chef in NYC & a son pursuing his PhD in Physics at the University of Chicago


Nathan Gordon, Associate (Birmingham)

• CPA and has Masters Degree in Accounting

• Represents clients in all aspects of entity formation, mergers and acquisitions, securities law, corporate finance and corporate governance

• Has worked with clients in the banking, insurance , manufacturing, health care, telecommunications and real estate industries

• Brews his own beer!

A Look At Our Real Estate Practice


Bill MendenhallPractice Group Leader


Where We Are

Memphis

Nashville

Houston

BatonRouge

Macon

NewOrleans

Jackson

Chattanooga

Birmingham

Montgomery

Atlanta

Mandeville

FortLauderdale

Orlando

Washington, D.C.

Tri-Cities

Knoxville

Huntsville

KY

TN

AR

VA

NC

SCGA

ALMS

TX

FL

LA


Baker Donelson Offices withReal Estate Attorneys



Acquisitions and Sales Lending/Financing Leasing

Development (Commercial; Retail; Multifamily, etc.) Telecommunications


Strengths

92% of U.S.

Baker Donelson Real Estate 40 + Attorneys have handled Real Estate Transactions/Matters in 46 states

• Geographic footprint

• Depth− subject matter expertise− local issues / trends /

relationships

• Client focus− Ability to adapt− Cross office teams− AFAs


Poll Question:

Do you represent a regional client for whom we are not currently doing real estate work either in one state or multiple states?

a.Yes

b.No



$276MM Nike Expansion Multi-state sorority financing

Landmark Louisiana Mixed-Finance Housing Project –

Expanded HUD Financing Practice


Real Estate Practice In 3 to 5 Years

• Go to firm in the Southeast for:

− Regional clients for their real estate needs

− Telecommunications

− REITs

• National player in cell tower work

• Texas real estate and transactional practice

• Growth in Florida – Continue to build well-rounded practice in Orlando

• Additional mid-level real estate shareholders in all offices


Poll Question:

Do you know any real estate lateral candidates in Texas that would make a good fit for Baker Donelson?

a.Yes

b.No



• Internal focus and actions:− developing our ability to function efficiently as a multi-state practice

− improving our practice group integration

� deliberately involving attorneys across offices on single state projects, where practical;

� developing workload monitoring procedures to keep track of associate availability;

� improved use of Bakernet to tie us together as a single team

− developing strategies for identifying potential multi-state needs for existing clients

− developing strategies for targeted approaches to potential clients

� identification of inside relationships that might be developed

• External focus and actions:− implementing strategies directed toward targeted exisitng and potential clients

− marketing to target industries

− participation in national and regional trade organizations (e.g., ICSC)

− sponsorships

− articles

− presentations


Poll Question:

Do you have a client with real estate needs in Florida?

a.Yes

b.No



• Ashley Hugunine

• Christian Schuetz

• Lynne White

• Mike S. Dawkins

• Austin Fleishour

• Emily Schwebke

• Matt Harris

• Anne Marie Kempf

• Rick Pensinger

• Lee Taylor

• Jennifer Johnson

• Verizon Project Specialists


Ashley Hugunine, Associate (Birmingham)

• Certified Public Accountant in Alabama

• Has advised borrowers and lenders in financing transactions as well as purchasers in complex asset acquisitions

• Serves as bond counsel, issuer’s counsel and underwriter’s counsel with respect to financings for county and municipal governments and governmental instrumentalities throughout Alabama

• Formerly worked as a financial consultant

− asset-based and asset-board ? lending

− Hedge fund assistant

• Interviewed on “Good Morning America”

• Danced with Jim Belushi and Dan Ackroyd


Christian Schuetz, Associate (Nashville)

• Experienced in complex commercial real estate transactions

• Native German with German law degree

• Experienced serving needs of German clients investing in the U.S. and U.S. clients conducting business in Germany and the European Union

• Loves travel and adventure

− Climbed Mt. Kilimanjaro

� with a Care Bears sleeping bag

− Obtained charter sailing license

� from Switzerland

� (completely landlocked)


Lynne White, Of Counsel (Orlando)

• Tremendous development experience

− Primary counsel for Lockheed Martin on a 3500 acre mixed use development

− 30 years experience in Florida

• Married with 14 year old daughter

• Loves to cook

− Once made pot roast on her car engine


Mike S. Dawkins, Associate (Orlando)

• Acquisition, finance and disposition of real estate

• Interned for U.S. District Court for the Middle District of Florida to both the Honorable Harvey E. Schlesinger and the Honorable Joel B. Toomey

• Former LSAT instructor

• Craft beer enthusiast

• Two-time national finalist rower


Austin Fleishour, Associate (Nashville)

• Commercial leasing, sales and acquisitions and economic development projects

• Formerly an intern with Tennessee Titans and Nashville Predators

• During law school worked as compliance assistant to the NCAA Compliance Office at the University of TN Athletics Department

• First generation in family to attend college

• Loves travel and adventure

− Recently traveled to Thailand

− Dined on grilled scorpion on a stick

− (Look out Anthony Bourdain)


Emily Schwebke, Associate (Birmingham)

• Acquisition, development, leasing and financing real estate

• Interned at commercial law firm in Dublin, Ireland

• Photographer

• Participated in competitive equestrian events


Matt Harris, Shareholder (Nashville)

• One of the South’s premier wireless telecommunications practices

− Verizon Team Co-Leader

• One of the most diverse commercial real estate practices in Nashville

− Represents industrial and distribution centers to health care clients to lead counsel to Tennessee-based companies on complex corporate relocation projects

• Former litigator

− Brought over from the “dark side” by John Gupton

• Enjoys snow skiing and water skiing


Anne Marie Kempf, Shareholder (Nashville)

• Verizon team member

• Handles voluminous site-selection matters for Verizon and supervises the transactions required for development, leasing, acquisition, and upgrade of thousands of telecommunications facilities throughout the Southeast and Midwest

• Former pro tem trial judge in Indiana

• Finalist for appointment to the Indiana SupremeCourt in 1994

• Music and Art:

− Husband, Dave, is a session musician

− Son, Erik, is a story-board artist

− Daughter, Andre is a singer-songwriter in NYC

− Anne Marie and Dave recorded a Christmas album last year


Rick Pensinger, Shareholder (Nashville)

• Numerous complex, large-scale wireless market acquisitions

• Negotiation of distributed antenna system (DAS) agreements involving significant public venues


• North Carolina native

− rabid Duke fan

• Coached youth basketball for the past16 years


Lee Taylor, Attorney (Nashville)


• Handles matters for Verizon related to the development, leasing and acquisition of network facilities throughout the U.S.

• Commercial real estate experience includes transactional matters involving sale, leasing, and financing and Payment in Lieu of Tax (PILOT) transactions

• Avid reader

• Has lived on both coasts TWICE!


Jennifer Johnson, Attorney (Nashville)


• Handles matters for Verizon related to the development, leasing and acquisition of network facilities throughout the U.S.

• When Jennifer was 11 or 12 she wrote a script for an episode of Laverne and Shirley which was her favorite show at the time

• The one place that is absolutely on her bucket list to visit is Africa


Verizon Project Specialists

Mary PalmerBirmingham

Kelly MoonNashville

Leslie EscamillaNashville

Theresa BradleyNashville

Sandra Abernathy Nashville

Rosemary CalceseNashville

A Look At Our Global Business Practice


Doreen Edelman & John Scannapieco Co-Leaders of Global Business Team


Core Team



Foreign Direct InvestmentTrade and Trade

Compliance

Cross Border Transactions and Disputes


Poll Question:

In how many countries in the world have our attorneys worked?

a.40 +

b.10 +

c.90 +

d.25+

e.None


Strengths

Issue Expertise − Trade and trade compliance

− Public policy – Howard Baker Forum

− Immigration / EB 5

− Cross border M&A and business transactions

− Dispute Resolution

− Maritime

− Energy – Nuclear, Oil, Shale Gas and Alternative Energy

− Emerging companies

− Intellectual property

− Medical devices/Pharmaceuticals

− Economic Development

Geographic Footprint− Increased foreign direct investment in the Southeast

− Increased trade opportunities as a result of widening of Panama Canal and expansion of ports along the Gulf

− Significant economic growth throughout Southeast region

Region Expertise− Europe

� Italy

� Germany

� UK

− Asia

� Japan

� China

− Central America

� Mexico

� Panama

− Middle East


Poll Question:

How many languages do our attorneys speak fluently?

a.11

b.5

c.25

d.0

CORRECT ANSWER: A� Chinese� Arabic � French� German� Gujarati� Hindi� Hungarian� Japanese� Russian� Spanish � Tongan



• ULO

• Raytheon

• Helena Chemical

• Joint venture of two Italian companies

− Tecnoceramica and UPtiles.


Poll Question:

Does the firm have an export training program you can offer your clients?

a.Yes

b.No


Global Business Practice In 3 to 5 Years

• “Go to” global law firm in the Southeast

• Full service global practice focusing on:

− foreign direct investment

− trade/trade compliance

− cross-border business transactions

− cross border dispute resolution

− public policy



• Connect offices and attorneys across footprint − No one office or attorney possesses all of the tools/expertise to develop a

fully integrated cross-border practice

• Educate − Educate our clients regarding our expertise to address global issues

− Educate our market regarding global issues affecting business

− Educate our own attorneys and staff regarding who we are and what we do globally

• Develop business plan− For each market based on strengths and opportunities identified in the

market that also is tied to overall global business team business plan

• Collaborate and Share− Among attorneys in group client/industry projects

− With international networks


New Attorneys in 2013

• Mary Marks

• Klint Alexander

• Samar S. Ali


Mary Marks, Associate (Washington, DC)

• International regulatory issues, including commercial and military exports controls, anti-corruption and FCPA matters, customs issues and anti-boycott compliance

• Formerly with the FBI, including assistant general counsel, where she was responsible for export compliance and training, as well as providing legal advice regarding operational technology, 4th Amendment, privacy, and national security issues

• While in the General Counsel’s Office at the FBI, her Unit was one of the few units lucky enough to be “embedded” with the Agents and engineers who create and use the Bureau’s secret (and not so secret) technologies

• Between the ages of 10-12, one of her “hobbies” was walking on stilts. Mary walked in a local parade on stilts (made it the entire way down Main St.) and it became clear at that point that the circus was not in her future.


Klint Alexander, Of Counsel (Nashville)

• International law including trade issues, customs, export and import trade compliance matters and trade sanctions as well as commercial litigation and government affairs

• Solicitor in the United Kingdom

• Professor of Law and International Relations teaching International Business Transactions and International Law

• In the 1990’s served as trade negotiator in the Clinton Administration

• Brother is current President of LSU, King Alexander

• Klint’s mother was founder of Lady Gator athletics at the University of Florida

• Former quarterback with Duke and Yale! Also, played basketball in Europe at Cambridge, England


Samar S. Ali, Of Counsel (Nashville)

• International law and public policy in Europe, Asia, the Middle East and Africa

• Counseled clients on mergers and acquisitions, cross-border transactions, Shari’a compliant transactions, project finance

• Formerly with Hogan Lovells US LLP’s Washington, DC and was founding member of their Middle East office in United Arab Emirates

• White House Fellow in President Obama’s administration and worked closely with Homeland Security Secretary Janet Napolitano

• Joined President Jimmy Carter on an International Election Monitor Delegation to witness the presidential elections in Egypt

• Currently works with the Carter Center on Syrian Peace Process

• From Waverly, TN

• Student Body President at Vanderbilt

• 2nd degree black belt in Tae Kwon Do

A Look At Our Tax Practice


Biff BayardPractice Group Leader


Where We Are

Memphis

Nashville

Houston

BatonRouge

Macon

NewOrleans

Jackson

Chattanooga

Birmingham

Montgomery

Atlanta

Mandeville

FortLauderdale

Orlando

Washington, D.C.

Tri-Cities

Knoxville

Huntsville

KY

TN

AR

VA

NC

SCGA

ALMS

TX

FL

LA


Baker Donelson Offices withTax Attorneys


Poll Question:

Have you ever introduced a tax attorney to a client proactively?

• Yes

• No



Federal Income Tax and Employment SALT Tax Exempt Organizations

Employee Benefits Tax Advocacy Estate Planning and Business Succession Planning


Poll Question:

How many states has the SALT Group represented clients in?

a. 7 states

b. 12 states

c. 20 states

d. more than 30 states


Strengths • SALT: National Practice − Unclaimed property− Property tax− Sales tax

• Federal income/employment tax planning and controversy capabilities and experience− IC-DISC− Incentives – New Market Tax Credits, etc.

• Estate planning and administration− Business Succession Planning

• Tax Advocacy− Attorney client privilege

• ERISA and Executive Compensation: − Provide Advice and Due Diligence for M&A Transactions− High Level Plan Design, Operational Advices and Controversy

• Public policy – State and Federal

Strategize Implement Defend


Poll Question:

Do you know if your client would welcome proactive tax advice on how to lesson their tax exposure?

a. Yes

b. No

c. I don’t know


Our Recent SuccessesSALT Group: • Transportation Industry: Eleventh Circuit decision resulted in millions of

dollars of state and local sales tax refunds for firm clients and further open the doors to numerous additional claims for other entities and in other states, including Tennessee

Federal Income Tax Group: • Settled a $1 billion IRS assessment for $3 million dollars. Resolved

multi-year audit involving millions of dollars with interest and penalties and client ended up with REFUND!

• $1.5 million tax benefit for Drew Industries by implementing IC-DISC

REITs:

• Substantial work in the REIT area, both private REITS and public REITs, even providing tax advice on an international public offering of a REIT in Europe!

Estate Planning Group: • Involved in creating and coordinating plans for the transition of

businesses and wealth from $5 million to $50 million dollars, including both personal and business succession plans, saving the family substantial federal estate tax dollars down the road

• Created a business succession plan for commercial and industrial company valued at approximately $1B in which management will be smoothly transitioned


Tax Practice In 3 to 5 Years

• Working side by side in a majority(larger percentage) of the firm’s transactions with our business/corporate attorneys

− Providing tax strategy, implementation and defense for a majority of firm clients – function as their outside general counsel for tax

• Nationally known as the “Go To” firm for SALT

− Tax advocacy



• Increasing communication internally as to tax capabilities for firm clients

• Increased willingness by tax attorneys to learn more about the business of firm's clients in each office, allowing them to meet with clients and give specific straightforward examples of how tax can save their clients money

• Speaking at industry association events (COST and SEATA) and writing in applicable publications

• Continue increased training of our group in new areas as needed (such as international tax acts and energy) and strategic lateral recruiting to meet the changing needs of the tax group in the firm



• Ross Cohen

• Julie Boswell

• Steve K. Wood


Ross Cohen, Of Counsel (Birmingham)

• Tax planning for start-up entities and established businesses

• Experienced in executive compensation matters, tax-free organizations, mergers and acquisitions

• Represents clients before the IRS and state tax authorities

• Certified Public Accountant since 1980 and practiced for several years with Coopers & Lybrand (now known as PricewaterhouseCoopers)


Julie Boswell, Of Counsel (Nashville)

• Serves as outside general counsel for closely held companies such as Cumberland Consulting Group and TradeSmart University as well as high net worth individuals

• Federal taxation, estate planning and administration, mergers and acquisitions

• Structuring corporate and partnership transactions

• Tax audit and collection matters on state and federal level

• Certified as a tap dancer instructor!

Who said Tax lawyers were

boring?


Steve K. Wood, Shareholder (Nashville)

• Represents individuals, business entities, including corporations, tax-exempt organizations and closely-held businesses regarding their tax matters

• Business succession matters and estate representations of owners of closely-held businesses

• General business law, including corporations, partnerships and limited liability companies, and tax-exempt organizations

• Certified Public Accountant and prior to his law career was with Ernst & Whinney (predecessor to Ernst & Young)

• Not to be confused with Steve Wood, Jr. our tech attorney!

A Look At Our Intellectual Property Practice


Edward RamagePractice Group Leader


Where We Are


Baker Donelson Offices with Intellectual Property Attorneys

Memphis

Nashville

Houston

BatonRouge

Macon

NewOrleans

Jackson

Chattanooga

Birmingham

Montgomery

Atlanta

Mandeville

FortLauderdale

Orlando

Washington, D.C.

Tri-Cities

Knoxville

Huntsville

KY

TN

AR

VA

NC

SCGA

ALMS

TX

FL

LA



Patents Trademarks & Branding Copyrights

Trade Secrets IP Litigation


Strengths

• Breadth of Patent Expertise− Life Sciences: Medical Devices, Healthcare IT

− Energy: Oil & Gas, Alternative

− Chemical

− Electrical & Electro-mechanical

− Business Methods & Computer-Implemented Systems

− Emerging Companies


Patents – Life Sciences


Patents - Energy


Strengths

− International (67 different countries)

� 4356 marks registered

� 1023 pending applications

• Trademark / Branding Experience− United States

� 5418 marks registered

� 2673 pending applications

− Mix of Large and Small Portfolios

� 5 portfolios in the 100 - 500 range

� Prestige Brands: 1500+


Trademark Prosecution


POLL Question:

What form of IP is most important for your major clients?

a.Patents

b.Trademarks

c.Copyrights/Trade Secrets/Other

d.Combination of the above

e.I don’t know


Strengths

• IP Litigation Experience− Over 100 patent cases in the last 3 years

− Over 100 trademark cases in the last 3 years

− Within last year: TN, TX, GA, AL, FL, UT, NY, DE, CA

− Significant Clients:

� Varsity� Microsoft

� Hunter Fan� LP Building Products

� WM Barr

� Tough Mudder

� Radio Systems



• Radio Systems (Patent Infringement)− client has several patents for pet products

� “Bark Control System for Dogs”

� “Battery Module”

− Sunbeam Products (FL) entered the pet products market

− Lit. team filed 2 parallel proceedings

� Patent infringement suit in ED TN

� Exclusion order before International Trade Commission (ITC)

� Sam Miller, Peter Brewer, Maia Woodhouse− Within 3 months, obtained settlement

� modify products to be non-infringing

� monetary payment

− Happy Client

� Moved 6 patent and 1 trademark cases to Baker Donelson� Patent prosecution work as well


IP Practice In 3 to 5 Years

• Leading patent prosecution practice in:

− Medical Devices

− Healthcare IT

− Energy

− Emerging Company/Technology

• A “Go To” firm in the region for IP Litigation

− Patent, Trademark, Copyright, Trade Secret

− New PTAB Administrative Proceedings

• A “Go To” firm in the region for Outside Chief IP Officer

− Trademark and Branding Issues

− Patent/IP Monetization



• Strategic lateral recruitment

• Continued development in targeted industries and market segments

− Life Sciences

− Energy

− Emerging Companies

• Affirmative process and training to be “Trusted IP Advisor”

− mid-size companies who don’t have in-house counsel

� IP development and protect strategy

� manage portfolios

� proactive licensing/protection/monetization

• Increase internal and recognition of IP litigation capabilities


POLL Question:

Do you know who handles IP at your major clients?

a.Yes

b.No

c.Maybe

d.I don’t know


POLL Question:

What percentage of your business deals in the last 5 years have had an IP component?

a.None

b.Less than half

c.About 50%

d.More than half

e.Almost all

f.I don’t remember



• Tony Alexander (Memphis)

− FDA and patent prosecution

• David Sawrie (Nashville)

− Patent prosecution and litigation support (EE)


Tony Alexander, Of Counsel (Memphis)

• Registered Patent Attorney

• Licensed in TN, SC and WI

• CLO at Alveolus Inc. (FDA)

• Senior Pastor at Faith Christian Church

• Daughter named “Memphis”

• Limited edition James Bond 007 BMW Z3


David Sawrie, Associate (Nashville)

• Registered Patent Attorney

• German Studies

− Duke (B.A.), Stanford (M.A.)

• Vanderbilt School of Law (J.D.)

• Electrical Engineering (B.S.)

• Biostatistics (Ph.D.)

• Fishing

• Diving

A Look At Our Emerging Companies Practice


Chris SloanPractice Leader


Where We Are

Memphis

Nashville

Houston

BatonRouge

Macon

NewOrleans

Jackson

Chattanooga

Birmingham

Montgomery

Atlanta

Mandeville

FortLauderdale

Orlando

Washington, D.C.

Tri-Cities

Knoxville

Huntsville

KY

TN

AR

VA

NC

SCGA

ALMS

TX

FL

LA


Baker Donelson Offices withEmerging Companies Attorneys


Poll Question

What is an “emerging company”?

a.startups on a high growth path

b.companies planning on raising outside capital

c.mid-stage companies that are still in growth phase

d.all of the above

e.none of the above



Formation and Tax Strategies Contracts Capital Mergers and

Acquisitions

Employment Intellectual Property Technology Compliance

Corporate Governance


Strengths

• Experience and knowledge in corporate and business issues specific to emerging companies throughout their life cycle

• Strategic advisor role for our clients

• Deep, multi-disciplinary and geographically diverse

− The firm’s core strengths align with key needs of emerging companies

• Fixed fee program and investment in forms and KM

• Ability to connect companies and investors

• Strong ties to a large number of incubators and accelerator programs



• Accelerator “wins” in Memphis & Nashville

• Atlanta Capital Conference

− Trade Rocket

• Southeasternstartups.com

• AFA & KM initiatives

− Baker ECI

• Entrepreneur Minute Series


Emerging Companies Practice In 3 to 5 Years

• Moving “up market”

• National recognition for our regional brand

• Deeper bench

− Larger presence in the top regional markets for emerging companies (Nashville, New Orleans, Memphis, Atlanta)

− More active presence in other markets (Orlando, Houston, Chattanooga, Birmingham)

− New market opportunities? (Austin, Reston, RTP, Columbia, Jacksonville, Louisville, other?)

• Increased profitability of portfolio

• Go to firm for high growth foreign companies coming to the U.S. South


Poll Question

Which of the following markets, all of which are potentially strong for emerging companies, do you feel would also be important for the firm for other reasons?

a.Reston, VA

b.Raleigh-Durham (Research Triangle Park), NC

c.Austin, TX

d.Columbia, SC

e.Louisville, KY

f.None.


How Will We Get There• Regional branding strategy and cross-regional initiatives

− Capital conferences & boot camps

− Incubator & accelerator relationships

− Explore viral promotion opportunities

− Entrepreneur Minute

• Continue efforts to connect investors & companies regionally

− Develop database & mechanism for sharing deals internally

− Connect & collaborate with the other connectors

• Increase utilization of AFAs & models to help companies afford us

• More KM to increase efficiency, repeatability and profitability

• Strategic lateral hires and practice/firm acquisitions

• Collaborate with Global Business Team re: inbound high growth companies looking to come to U.S. South


Poll Question

Which of the following notable firm personalities wore a “Cat in the Hat” top hat at an emerging companies team meeting while speaking to the group?

a. Bruce Doeg

b. Ben Adams

c. Jerry Stauffer

d. Linda Klein

e. Mark Carlson


BreakPlease return by 3:30 p.m.

Communications Panel Discussion

Moderated by: Adam Severson


Our Panelists

Julie Boswell Bob Brazier Steve Eisen

Richard Mattern Andy Rotenstreich


Poll Question

How many formal matter updates do you provide to your clients each month?

a.0

b.1 to 2

c. 3 to 5

d.more than 5


Poll Question

How many client visits have you done in last 6 months?

a.0

b.1 to 2

c. 3 to 5

d.More than 5


Poll Question

How many formal matter updates do you provide to your clients each month?

a.0

b.1 to 2

c.3 to 5

d.More than 5


Poll Question

How frequently do you provide budgets at the outset of a matter?

a.Never

b.Sometimes

c.Most of the time

d.Always


Poll Question

Do you do formal end of matter reviews?

a.Yes, by phone

b.Yes, in person

c.Yes, via email

d.No


5:00 pm – 5:30 pmCheck into Hotel Rooms

5:30 pm – 6:30 pmReception(West Hallway)

6:30 pm – 8:00 pmProgressive Dinner(Broadway Ballroom G)

Download - Day1 final

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