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    Day1 final Day1 final Presentation Transcript

    • Welcome to Nashville! Business Department Retreat | Feb. 26 – 27, 2014 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 1
    • 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. • Via Mobile Web Browser − Follow along at www.pollev.com/bdbcb www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 2
    • 2014 Business Department Retreat Building on Strengths, Focusing on Opportunities Bruce C. Doeg Business Department Chair
    • Business Retreat Agenda Wednesday February 26, 2014 11:30 am – 12:00 pm Registration (2nd Floor, Broadway Ballroom F) 12:00 pm – 1:00pm Business Department Building on Strengths, Focusing on Opportunities Speaker: Bruce Doeg Buffet lunch will be served (Broadway Ballroom F) 1:00 pm - 3:00 pm Practice 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 (Broadway Ballroom F) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 4
    • Business Retreat Agenda Wednesday February 26, 2014 (Cont’d) 3:00 pm – 3:30 pm - Break 3:30 pm – 5:00 pm Client Communication Best Practices Moderator: Adam Severson Panelists: Julie Boswell; Bob Brazier; Steve Eisen; Richard Mattern; Andy Rotenstreich (Broadway Ballroom F) 5:00 pm – 5:30 pm Check into Hotel Rooms 5:30 pm – 6:30 pm Reception (West Hallway) 6:30 pm – 8:00 pm Progressive Dinner (Broadway Ballroom G) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 5
    • Why Are We Here? www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 6
    • We Aspire To Be The Best Business Practice in the Southeast Clients Nature of Representation Represent key clients in geography Represent key clients in critical industries Represent Boards and Special Committees Serve as outside General Counsel Critical mass of public company clients 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 7
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 8
    • The Opportunity • The South is hot • We have built a magnificent machine • We are adaptable • Change is good www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 9
    • High Potential/Great Start • International • Technology • Health IT • IP Litigation • Emerging Companies • SALT • Gaming • Wireless • Hospitality • Long Term Care • Tax Controversy • REIT www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 10
    • 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. Yes b. No www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 11
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 12
    • High Potential/Needs More Work • Energy • Board and Special Committee Representation • Life Sciences • Private Capital Formation • Transportation • Fund Work • Manufacturing • Financial Institutions • Broker Dealer/RIA • Government Contracts • Regional Real Estate Portfolio Play • Public Company Work www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 13
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 14
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 15
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 16
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 17
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 18
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 19
    • Rev/Attorney Five Year Graph www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 20
    • How Have We Done So Far, Where Are We Going and How Do We Get There? www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 21
    • A Look At Our Securities and Corporate Governance Practice Building on Strengths, Focusing on Opportunities Tonya Mitchem Grindon Practice Group Leader
    • Where We Are Washington, D.C. VA KY Huntsville Nashville TN Memphis AR Chattanooga Birmingham TX LA Baton Rouge Houston Jackson Mandeville NC Knoxville AL MS Tri-Cities Montgomery New Orleans SC GA Atlanta Macon FL Orlando Baker Donelson Offices with Securities Attorneys Fort Lauderdale Other Baker Donelson Offices www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 23
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 24
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 25
    • Who We Are / Our Practice Public Company Work Private Equity; Venture Capital Investment Management www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 26
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 27
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 28
    • Our Public Company Clients www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 29
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 30
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 31
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 32
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 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 33
    • Our Recent Successes • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 34
    • Our Recent Successes 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 35
    • Securities and Corporate Governance Practice 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 36
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 37
    • New Attorneys Who Have Joined Us In 2013 • • • • • • • • Terrence Davis Suzan Abramson Stephen Hargraves Tara Tieman Justin Tait Ian Calhoun Taylor Wirth Drew Yonchak www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 38
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 39
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 40
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 41
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 42
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 43
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 44
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 45
    • 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. www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 46
    • A Look At Our Corporate/M&A Practice Building on Strengths, Focusing on Opportunities Mark A. B. Carlson Practice Group Leader
    • Where We Are Washington, D.C. VA KY Huntsville Nashville TN Memphis AR Chattanooga Birmingham TX LA Houston Baton Rouge Jackson Mandeville NC Knoxville AL MS Tri-Cities Montgomery New Orleans SC GA Atlanta Macon FL Orlando Baker Donelson Offices with Corporate/M&A Attorneys Fort Lauderdale Other Baker Donelson Offices www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 48
    • Who We Are / Our Practice Private Companies Middle Market M&A Transactions General Business and Technology Contracts Industry Specialization www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 49
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 50
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 51
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 52
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 53
    • Our Recent Successes • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 54
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 55
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 56
    • 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. www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 57
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 58
    • 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 highperforming sectors • Invest in strategic, regional growth opportunities • Mandatory associate alignment (encouraged for other attorneys) Outside GC Culture of Responsibility • 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 • 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) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 59
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 60
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 61
    • 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. www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 62
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 63
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 64
    • Mike Haber, Sr. Counsel, (Atlanta) • Represents lenders in commercial finance transactions & financiallydistressed 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 65
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 66
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 67
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 68
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 69
    • 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) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 70
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 71
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 72
    • 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! www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 73
    • A Look At Our Real Estate Practice Building on Strengths, Focusing on Opportunities Bill Mendenhall Practice Group Leader
    • Where We Are Washington, D.C. VA KY Huntsville Nashville TN Memphis AR Chattanooga Birmingham TX LA Houston Baton Rouge SC GA Atlanta Jackson Mandeville NC Knoxville AL MS Tri-Cities Montgomery New Orleans Macon FL Orlando Baker Donelson Offices with Real Estate Attorneys Fort Lauderdale Other Baker Donelson Offices www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 75
    • Who We Are / Our Practice Acquisitions and Sales Lending/Financing Development (Commercial; Retail; Multifamily, etc.) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC Leasing Telecommunications 76
    • Strengths 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 92% of U.S. 77
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 78
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 79
    • Our Recent Successes $276MM Nike Expansion Multi-state sorority financing Landmark Louisiana MixedFinance Housing Project – Expanded HUD Financing Practice www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 80
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 81
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 82
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 83
    • How Will We Get There • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 84
    • Poll Question: Do you have a client with real estate needs in Florida? a.Yes b.No www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 85
    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 86
    • New Attorneys Who Have Joined Us In 2013 • • • • • • • • • • • • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 87
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 88
    • 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) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 89
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 90
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 91
    • 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) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 92
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 93
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 94
    • 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 Supreme Court 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 95
    • Rick Pensinger, Shareholder (Nashville) • Numerous complex, large-scale wireless market acquisitions • Negotiation of distributed antenna system (DAS) agreements involving significant public venues • Verizon team member • North Carolina native − rabid Duke fan • Coached youth basketball for the past 16 years www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 96
    • Lee Taylor, Attorney (Nashville) • Verizon team member • 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! www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 97
    • Jennifer Johnson, Attorney (Nashville) • Verizon team member • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 98
    • Verizon Project Specialists Sandra Abernathy Nashville Theresa Bradley Rosemary Calcese Nashville Nashville Kelly Moon Nashville www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC Leslie Escamilla Nashville Mary Palmer Birmingham 99
    • A Look At Our Global Business Practice Building on Strengths, Focusing on Opportunities Doreen Edelman & John Scannapieco Co-Leaders of Global Business Team
    • Core Team www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 101
    • Who We Are / Our Practice Foreign Direct Investment Trade and Trade Compliance Cross Border Transactions and Disputes www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 102
    • Poll Question: In how many countries in the world have our attorneys worked? a.40 + b.10 + c.90 + d.25+ e.None www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 103
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    • Strengths 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 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 105
    • Poll Question: How many languages do our attorneys speak fluently? a.11 b.5 c.25 d.0 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC CORRECT ANSWER: A Chinese Arabic French German Gujarati Hindi Hungarian Japanese Russian Spanish Tongan 106
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    • Our Recent Successes • ULO • Raytheon • Helena Chemical • Joint venture of two Italian companies − Tecnoceramica and UPtiles. www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 108
    • Poll Question: Does the firm have an export training program you can offer your clients? a.Yes b.No www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 109
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    • www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 111
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 112
    • How Will We Get There • • • • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 113
    • New Attorneys in 2013 • Mary Marks • Klint Alexander • Samar S. Ali www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 114
    • 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. www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 115
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 116
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 117
    • A Look At Our Tax Practice Building on Strengths, Focusing on Opportunities Biff Bayard Practice Group Leader
    • Where We Are Washington, D.C. VA KY Huntsville Nashville TN Memphis AR Chattanooga Birmingham TX LA Houston Baton Rouge Jackson Mandeville NC Knoxville AL MS Tri-Cities Montgomery New Orleans SC GA Atlanta Macon FL Orlando Baker Donelson Offices with Tax Attorneys Fort Lauderdale Other Baker Donelson Offices www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 119
    • Poll Question: Have you ever introduced a tax attorney to a client proactively? • • Yes No www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 120
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    • Who We Are / Our Practice Federal Income Tax and Employment SALT Tax Exempt Organizations Employee Benefits Tax Advocacy Estate Planning and Business Succession Planning www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 122
    • Poll Question: How many states has the SALT Group represented clients in? a. b. c. d. 7 states 12 states 20 states more than 30 states www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 123
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    • Strengths Strategize Implement Defend • 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 www.bakerdonelson.com • Public policy – State and Federal © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 125
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 126
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    • Our Recent Successes SALT 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 128
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 129
    • How Will We Get There • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 130
    • New Attorneys Who Have Joined Us In 2013 • Ross Cohen • Julie Boswell • Steve K. Wood www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 131
    • 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) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 132
    • 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! www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC Who said Tax lawyers were boring? 133
    • Steve K. Wood, Shareholder (Nashville) • Represents individuals, business entities, including corporations, tax-exempt organizations and closelyheld 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 taxexempt 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! www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 134
    • A Look At Our Intellectual Property Practice Building on Strengths, Focusing on Opportunities Edward Ramage Practice Group Leader
    • Where We Are Washington, D.C. VA KY Huntsville Nashville TN Memphis AR Chattanooga Birmingham TX LA Houston Baton Rouge Jackson Mandeville NC Knoxville AL MS Tri-Cities Montgomery New Orleans SC GA Atlanta Macon FL Orlando Baker Donelson Offices with Intellectual Property Attorneys Fort Lauderdale Other Baker Donelson Offices www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 136
    • Who We Are / Our Practice Trademarks & Branding Patents Trade Secrets www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC Copyrights IP Litigation 137
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 138
    • Patents – Life Sciences www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 139
    • Patents - Energy www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 140
    • Strengths • Trademark / Branding Experience − United States 5418 marks registered 2673 pending applications − International (67 different countries) 4356 marks registered 1023 pending applications − Mix of Large and Small Portfolios 5 portfolios in the 100 - 500 range Prestige Brands: 1500+ www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 141
    • Trademark Prosecution www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 142
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 143
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    • 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: Microsoft Varsity LP Building Products Hunter Fan WM Barr Tough Mudder Radio Systems www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 145
    • Our Recent Successes • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 146
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 147
    • How Will We Get There • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 148
    • POLL Question: Do you know who handles IP at your major clients? a.Yes b.No c.Maybe d.I don’t know www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 149
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    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 151
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    • New Attorneys Who Have Joined Us In 2013 • Tony Alexander (Memphis) − FDA and patent prosecution • David Sawrie (Nashville) − Patent prosecution and litigation support (EE) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 153
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 154
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 155
    • A Look At Our Emerging Companies Practice Building on Strengths, Focusing on Opportunities Chris Sloan Practice Leader
    • Where We Are Washington, D.C. VA KY Huntsville Nashville TN Memphis AR Chattanooga Birmingham TX LA Baton Rouge Houston Jackson Mandeville NC Knoxville AL MS Tri-Cities Montgomery New Orleans SC GA Atlanta Macon FL Orlando Baker Donelson Offices with Emerging Companies Attorneys Fort Lauderdale Other Baker Donelson Offices www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 157
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 158
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    • Who We Are / Our Practice Formation and Tax Strategies Contracts Capital Mergers and Acquisitions Employment Intellectual Property Technology Compliance Corporate Governance www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 160
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 161
    • Our Recent Successes • Accelerator “wins” in Memphis & Nashville • Atlanta Capital Conference − Trade Rocket • Southeasternstartups.com • AFA & KM initiatives − Baker ECI • Entrepreneur Minute Series www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 162
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 163
    • 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. www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 164
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    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 166
    • 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. b. c. d. e. Bruce Doeg Ben Adams Jerry Stauffer Linda Klein Mark Carlson www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 167
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    • Break Please return by 3:30 p.m. www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 169
    • Communications Panel Discussion Moderated by: Adam Severson
    • Our Panelists Julie Boswell www.bakerdonelson.com Bob Brazier Richard Mattern © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC Steve Eisen Andy Rotenstreich 171
    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 172
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    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 174
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    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 176
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    • 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 www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 178
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    • Poll Question Do you do formal end of matter reviews? a.Yes, by phone b.Yes, in person c.Yes, via email d.No www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 180
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    • 5:00 pm – 5:30 pm Check into Hotel Rooms 5:30 pm – 6:30 pm Reception (West Hallway) 6:30 pm – 8:00 pm Progressive Dinner (Broadway Ballroom G) www.bakerdonelson.com © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 182