RECENT REPRESENTATIVE TRANSACTIONS

Sales, Mergers, Acquisitions and Other Transactions
Involving Whole Businesses

• Serving as the spun off company’s counsel in a spin off of several items of biotech intellectual property by a publicly traded biotech company into a subsidiary co-owned with former management;

• Serving as the target company’s counsel in a $30 million merger of an advertising company with a public company acquirer;

• Serving as the selling company’s counsel in a $26 million sale of a technology company;

• Serving as the selling company’s counsel in a $5.5 million sale of a trucking company;

• Serving as the selling company's counsel in a $3.5 million sale of an industrial coating business;

• Serving as the selling company’s counsel in a $4 million sale of a commercial data, voice and fiber optic servicing company; and

• Serving as the selling company’s counsel in the sale of its physician dispensing division to a competitor and negotiation of related restrictive covenants.

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Venture Capital

• Representing a social media start-up in its formation and through several rounds of senior securities venture capital financings;

• Representing several B2B and one B2G software start-ups in one or more rounds of venture capital financings;

• Representing a supplier of food safety devices and monitoring services in the offerings of common and preferred stock and the related restructuring of shareholder debt;

• Representing a litigation software start-up in regards to its capital structure and related offering of investment units;

• Representing a publicly traded biotech company in a late round of venture capital financing; and

• Representing a venture capital fund acting as the lead investor in a later stage medical equipment start-up and several early stage start-ups in seed and early round financings.

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Public Company Finance and Securities

• Serving as the counsel to the deal whereby a Pink Sheets-trading manufacturer of lighting products combined in a $75 million assets-for-stock transaction with an OTCBB public company with registration of the acquiring company stock on Form S-4;

• Serving as issuer's counsel in an acquisition ($22.5 million in value) by a Florida-based private technology infrastructure company of an OTCBB public company via a reverse cashout merger without registration of the stock issued in the merger and in numerous subsequent PIPEs into the public company;

• Serving as issuer's counsel in five IPOs ($12-20 million each), one exempt bank stock offering ($29 million), one follow-on ($10 million) and one rights offering ($7.0 million) by bank holding companies located in Georgia, Florida and Texas;

• Serving as the acquiring company's counsel in an acquisition ($78 million in value) by a Georgia-based public bank holding company of a privately held bank holding company in a tax-free merger with registration on Form S-4 of the stock issued in the merger;

• Serving as issuer's counsel for a Texas-based AMEX-listed personnel placement company in several PIPES;

• Serving as issuer's counsel for a Texas-based NASDAQ-listed oil and gas exploration company in several PIPES and secondary offerings on Form S-3; and

• Serving as issuer's counsel in (a) the registration of equity securities under the 1934 Act using Form 10, (b) the preparation, filing and obtaining AMEX and NASDAQ listing applications; and (c) ongoing preparation and filing of Forms 10-K, 10-Q and 8-K under the 1934 Act, proxy preparation, proxy contests, assistance with the resales of restricted securities, as well as corporate governance and other SOX-related matters for several public companies.

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Corporate and Commercial Matters

• Representing a multi-national manufacturing concern with respect to its US and foreign operations in China, Brunei and other countries, including international tax planning and complex supplier chain agreements;
  
  
• Representing a physician in the structuring and documenting of consulting arrangements with major pharmaceutical companies;
  
  
• Representing a generic drug distributor in numerous joint ventures with marketing and drug manufacturing companies;
  
  
• Representing a principal of a major Atlanta-based engineering firm in the buy-out of another shareholder and related business succession matters;
  
  
• Representing a hotel management company in various transactions, including a contested divestiture of its interest in a franchise hotel property in Houston, Texas and development of a bond-financed hotel;
  
  
• Representing a plastic surgeon in a complex restructuring of a multi-physician practice, including ownership, succession planning and compensation;
  
  
• Representing an energy monitoring services company in negotiating and drafting of complex agreements with major utilities;
  
  
• Representing a minority shareholder in a redemption of shares by her employer and related negotiation of restrictive covenants;
  
  
• Representing a biodiesel supply company, including design and drafting of biofuel supply and purchase agreements;
  
  
• Representing a financial industry services company in complex recapitalization and debt restructuring transactions;
  
  
• Representing a foreign shareholder in successful opposition to a squeeze-out merger and related negotiation of intellectual property rights;
  
  
• Representing an executive employee of an early-stage IT consulting company in negotiation of his compensation and ownership incentives;
  
  
• Corporate representation of a major developer of second home real estate projects in six states;
  
  
• Corporate representation of a micro airline in Atlanta, Georgia; and
  
  
• Corporate representation of several physician practices ranging in size from three to over a dozen physicians.
  

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Family Businesses

• Assisting in the design and implementation of a complex series of transactions resulting in a conversion of a $300 million real estate business conducted through C-corporations into one conducted through LLCs with a contemporaneous estate planning-motivated transition of a portion of the ultimate ownership of the business to the next generation;

• Serving as Georgia trust and estates counsel in a $75 million transaction involving a loan to a large dynasty trust and entities controlled by the trust's Georgia settlor;

• Serving as the selling family's counsel in a $3 million sale of a container manufacturing business;

• Serving as the selling family's counsel in a $2.8 million sale of a medical maintenance business; and

• Assisting in the design and implementation of business succession plans for several other family owned businesses, including a construction company, a major distributor and a manufacturing company.

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Banks, Thrifts and Insurance Companies

• Representing a small state bank which acquired from the FDIC, in a complex transaction which included a $300 million private placement of the bank’s common stock, the assets of six failed Georgia banks;

• Representing the acquiring company in a transaction consisting of converting a $210 million in assets Ohio state-chartered thrift into a federal thrift and a purchase of an interest in the federal thrift, the purchase financed via a $10.5 million private placement offering;
  
  
• Representing several state, national and Fed member banks in designing regulator mandated capital restoration plans and in rights offerings and private placements implementing such plans;
  
  
• Representation of several state, national and Fed member banks in the entire spectrum of corporate matters, including purchases and sales of branches and loan portfolios, expansion into other activities, regulatory matters and executive compensation; and
  
  
• Representing the organizers group in over a dozen de novo state and national banks and thrifts (six in the last seven years).

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