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Hermes Sargent Bates Launches New Practice Area with Addition of New, Award-Winning Attorney
Hermes Sargent Bates announces the development of a new comprehensive corporate and transactional practice. Paul Schweizer, an experienced attorney in corporate law, has joined the firm as a partner and leads the new group. The addition of this group represents another significant step in moving the firm toward becoming a full-service agency for its clients. The new group includes the following practice areas:

o Business Law (corporations, partnerships, limited liability companies, mergers and acquisitions, minority- and woman-owned business enterprises, franchising, and charitable organizations)
o Contract Drafting and Negotiation
o Real Estate
o Estate Planning
o Probate

“We’re excited as this is great news for Paul, the firm and our clients,” says Name Partner Dwayne Hermes. “Hermes Sargent Bates continues to offer more legal services and knowledgeable attorneys to our clients. We recognized a need for a corporate and transactional practice group, and Paul brings a great amount of experience to the firm.

We look forward to the leadership he brings to this practice group that is already growing under his direction.” Mr. Schweizer added: “Our goal right now is to create the premier corporate transactional group. Because we know it is important to continue to evolve with our clients and their needs, we plan to establish additional practice areas in the next several years so we can be an even more comprehensive resource for our clients.”

Mr. Schweizer has a B.A. from the University of Texas at Austin, a J.D. from the University of Texas School of Law, and more than 12 years of experience in business law. He gained experience at a well-recognized Dallas-based firm working in multiple practice areas, including corporate and securities, labor and employment, real estate and construction, entertainment, commercial litigation, and probate. Mr. Schweizer then ran his own law firm that counseled emerging and established businesses. In 2006, he was named a Rising Star by Texas Monthly and Law & Politics.

In addition to being an experienced lawyer, Mr. Schweizer volunteers in the legal community. He serves as a Commissioner for the City of Dallas Judicial Nominating Commission, and is a Fellow of the Texas Bar Foundation. For several years, Mr. Schweizer also has been active in the Dallas area, including founding the Dallas Parks Project. A graduate of Leadership Dallas, he serves on the Board of Trustees and Legal Counsel of The Children’s Center.

12-04-2006

Five Henson & Efron Attorneys Named “Rising Stars” for 2007
Henson & Efron, P.A., lawyers Christopher Burns, Scott Hagel, Matthew Morgan, Joel Nesset and Lisa Spencer are attorneys featured in the 2007 Rising Stars issue of Minnesota Law & Politics magazine. The magazine names the top Minnesota lawyers who are 40 years old or younger or who have been practicing for 10 years or less.

Burns, an Officer at Henson & Efron, practices in the areas of estate planning, business succession planning, elder law and estate administration. He received a J.D., cum laude, from Syracuse University College of Law and is a member of the Hennepin County Bar Association and the Minnesota State Bar Association, among others. Burns is active in a variety of professional, academic and community organizations and activities and was also named a 2006 Rising Star by Minnesota Law & Politics magazine.

Hagel advises and represents individuals and companies on a wide variety of business issues, including commercial transactions, mergers and acquisitions, shareholder disputes, and tax and securities issues. He received a J.D., magna cum laude, from William Mitchell College of Law and is a member of the Hennepin County Bar Association and Minnesota State Bar Association, among others. Hagel is active in a variety of professional and academic organizations and activities, and was previously selected as a 2005 Rising Star by Minnesota Law & Politics magazine.

Morgan represents individuals and businesses in general and commercial disputes, including litigation of business torts, breach of contract, employment-related issues, probate, insurance and personal injury matters. He received a J.D. from William Mitchell College of Law and is a member of the Hennepin County Bar Association and the Minnesota State Bar Association, among others. Morgan is active in a variety of professional, academic and community organizations and activities, and was previously selected as a 2004, 2005 and 2006 Rising Star by Minnesota Law & Politics magazine.

Nesset practices in the areas of bankruptcy, general corporate matters and transactional matters. He received a J.D., magna cum laude, from William Mitchell College of Law and is a member of the Hennepin County Bar Association and the Minnesota State Bar Association, among others. Nesset is active in a variety of professional, academic and community organizations and activities, and was previously selected as a 2004 and 2005 Rising Star by Minnesota Law & Politics magazine.

Spencer practices in the areas of commercial and residential real estate, as well as all aspects of family law – with an emphasis on cases involving business valuation and significant assets or income. She received a J.D., magna cum laude, from William Mitchell College of Law, and is a member of the Hennepin County Bar Association and the Minnesota State Bar Association, among others. Spencer is active in a variety of professional, academic and community organizations and activities, and was previously selected as a 2005 and 2006 Rising Star by Minnesota Law & Politics magazine.

12-04-2006

Haynes and Boone Advises in $70 million Sale
Haynes and Boone, LLP announces that the firm has successfully represented SCS/Frigette, a Fort Worth-based maker of automobile air-conditioning systems and accessories, in its sale to investor groups of assets worth more than $70 million.

The seller’s side of the deal, which leaves the founding Hickman family with a substantial stake in the business, was led by Haynes and Boone senior counsel Rice M. Tilley Jr. of Fort Worth (Business Planning and Tax Practice Group), partner Mary Mendoza of Austin (Environmental Practice Group) and Fort Worth paralegal Julia Gardner.

Buyers, represented by the Dallas firm of Locke Liddell, included the Black Knight Partners L.P. of Dallas, The Halifax Group of Dallas and other individuals and institutional investors, the company said.

SCS/Frigette employs about 480 people and has a 500,000-square-foot manufacturing facility at 1200 W. Risinger Road in south Fort Worth. The company said its current chief executive, Brad Hickman, son of founder Holt Hickman, will remain with the company under a five-year contract. Its headquarters will remain in Fort Worth.

Todd Lazenby, managing partner of WP Capital Partners L.P., said the deal includes SCS/Frigette and 10 related companies that produce auto equipment components. Mr. Lazenby’s group, which is a division of the Fort Worth-based Whitley Penn L.L.P. accounting and consulting firm, represented the company and served as its financial adviser.

Mr. Lazenby said the sale allows Holt Hickman, 74, to diversify his holdings for estate-planning purposes. Hickman also has interests in oil and gas and in real estate, including extensive holdings in the Fort Worth Stockyards and the Billy Bob’s Texas nightclub.

12-04-2006

Canada's leading law firm Fasken Martineau merges with Stringer Saul to create largest full-service Canadian-UK law firm
Leading law firms Fasken Martineau DuMoulin LLP and London, UK-based Stringer Saul LLP announced today that they have agreed to merge to create the first full-service integrated Canadian-UK law firm.

The merger will position the London office of the combined firm as the largest legal office in the UK with full access to Canadian resources, support and client base and will expand the global partnership to almost 650 lawyers in Vancouver, Calgary, Toronto, New York, Montréal, Québec City, London and Johannesburg.

"The merger is an integral part of Fasken Martineau's ongoing growth strategy and is designed to allow us to provide more comprehensive services to our clients in all of the world's major financial centres. We also believe that Stringer Saul's expertise and reputation with the AIM securities market in London will provide tangible benefits to our clients globally," said David Corbett, managing partner of Fasken Martineau.

"An increasing number of our clients in Canada and around the world are looking to access the London capital markets through the AIM Market, not only in the mining area, where Fasken Martineau has been ranked as the world's leading mining law firm for two consecutive years, but also in our strong life sciences, and financial services practice areas, and in other industries where access to capital markets is critical. We believe that this merger with Stringer Saul is the right move at the right time and will prove to be mutually beneficial to both merging firms and our clients."

Through Fasken Martineau's London office, the two firms have worked closely since 2004 and will continue to do so until the formal implementation of the legally combined firms on February 1, 2007. At this time, the combined office in London, England will be renamed Fasken Martineau Stringer Saul LLP.

While the London office of Fasken Martineau has served clients in the UK market for nearly two decades, the partnership with Stringer Saul will build a stronger bridge to provide full service to clients globally and improved access to the AIM securities market as well as access to UK-trained legal expertise in a number of other areas.

"We have been looking to expand our services internationally particularly in the financial, life sciences and natural resources markets," said Norman Ziman, managing partner of Stringer Saul. "A partnership with Fasken Martineau is a natural fit that links our strengths and resources to clients in the UK and North America and positions us for future global growth."

With the AIM market becoming a key driver of growth for thousands of small-capitalization growth companies around the world, including 46 Canadian-based companies, the partnership between Fasken Martineau and Stringer Saul will provide seamless service to Canadian companies looking to enter the world financial arena under the London Stock Exchange.

12-04-2006

Cohen & Grigsby to Present at Florida Gulf Coast University's Seventh Annual Entrepreneur's Law School
Florida Gulf Coast University’s Seventh Annual Entrepreneur’s Law School, sponsored by Cohen & Grigsby, P.C. and Oswald Trippe and Company, will be held Saturday, January 27, at the FGCU Student Union. It is presented by FGCU’s Lutgert College of Business, Small Business Development Center and Center for Leadership and Innovation.

Cohen & Grigsby attorneys Henry C. Cohen, Thad Kirkpatrick, John Lyncheski and Andrew Solis will join others to present on numerous legal topics of importance to entrepreneurs and business people. One hour session titles include “Legal Aspects of Raising New Capital;” “Determining the Best Legal Form for Your Business;” “Due Diligence in Real Estate Transactions;” “Frequently Misunderstood and Misapplied Employment Law Provisions;” “Commercial Litigation from a Business Perspective;” “Immigration Strategies for Employing Foreign Workers;” “Discovering Your Company’s Intellectual Property,” and many others.

12-04-2006

Impact of 123(R) on Equity Incentive Plans With Discretionary Adjustments
In the last several months several of the major accounting and auditing firms have sent their clients an alert concerning one of the previously less publicized impacts of the 2004 revision to Financial Accounting Standard No. 123. The issue involved relates to stock option and other equity incentive plans which contain provisions providing for discretionary action by the Board of Directors (or applicable plan or option committee) in connection with adjustment of the option or other equity incentive in the event of a restructuring or recapitalization, including upon the occurrence of such things as stock splits, stock dividends, and spin-offs.

FAS No. 123(R) differs from previous guidance set forth in FASB Interpretation No. 44. While we're too busy practicing law to give accounting advice--and don't purport to do so here--it occurred to us that many of our contacts and friends in the legal departments of our various clients and prospects may not have seen these auditor alerts because they were directed to accounting personnel, and thus may not be aware of this development yet. If you are in this category, we strongly encourage you to ask your company's independent certified public accountant or auditor about this subject and how it impacts your company.

The gist of the published alerts and postings on the topic, from a lawyer's perspective, is that changes may be required in existing plans to avoid accounting consequences in the event of exercise of discretion in connection with a future adjustment relating to recapitalization and restructuring events, even though such adjustments had no accounting consequences under the old accounting regime. Even an adjustment that seems simple, mechanical, and straightforward, like doubling the options outstanding and halving the exercise price per share upon a two-for-one stock split, can trigger unfortunate accounting consequences if the language of the plan does not provide for mandatory adjustment. In short, the adjustment may be determined to be a modification, necessitating calculation of the incremental fair value of the equity incentive and the probability of vesting and recognition of incremental compensation costs.

The good news is that amendment of the stock option or other equity incentive plan now to make future adjustments clearly mandatory, rather than discretionary, can likely be accomplished without accounting consequences, provided that such amendment does not occur in connection with or in anticipation of a recapitalization or restructuring event. Once again, see your accountant for more information, including how they view the accounting under your current stock option and equity incentive plan provisions. Also, be sure to check whether the language relating to already outstanding awards needs to be amended and whether the approval of the holder of such award is required. Since shares of restricted stock already awarded are already outstanding shares, such restricted stock awards do not typically require any amendment, but many option plans and already awarded option grants may require revision.

12-04-2006

WTP ELEVATES SEVEN ATTORNEYS TO PARTNERS
Taylor & Preston LLP (WTP) is delighted to announce that Robert S. Collins, Michael C. Gartner, Kevin G. Hroblak, Jennifer S. Jackman, Jennifer Ryan Lazenby, Dennis J. Shaffer, and J. Daniel Vorsteg have been made partners.

Robert S. Collins originally joined WTP as Counsel. A member of the firm's Technology and Intellectual Property section and the firm's Corporate section in the Baltimore office, he advises privately-held companies on corporate governance and operational issues, including strategic business planning, employee incentives and personnel issues, intellectual property management, and innovative financing options. He also counsels a range of technology companies on intellectual property protection, licensing matters, and technology commercialization. He is a member of the American Bar Association, the Maryland Bar Association, the Anne Arundel Tech Council, Leadership Anne Arundel, the Greater Baltimore Tech Council, the Licensing Executive Society, and the Mid-Atlantic Venture Association. Collins received his J.D. with high honors in 1995 from George Washington University and his B.A. with honors in 1990 from Wesleyan University. He is admitted to practice in the District of Columbia, Illinois, and Maryland.

Michael C. Gartner, a member of the Business Litigation section in D.C., handles a wide variety of issues in the state and federal courts in Virginia and the District of Columbia, including: business torts, premises liability, general negligence, sexual harassment and employment discrimination matters, consumer protection matters, and contract-related claims. He also represents community associations both in general business affairs and litigation. A member of the Virginia Bar Association and the Fairfax Bar Association, Gartner received with his J.D., magna cum laude, from the William Mitchell College of Law in 1997 and his B.A. from Virginia Polytechnic Institute & State University in 1993. He is admitted to practice in the U.S. Supreme Court, the U.S. Court of Appeals for the Fourth Circuit, the U.S. District Court for the District of Columbia, the U.S. District Court for the Western District of Virginia, the U.S. District Court for Eastern District of Virginia, the District of Columbia, and the Commonwealth of Virginia.

Kevin G. Hroblak, a member of the Bankruptcy section in the Baltimore office, represents clients in various financial and operational restructuring matters, Chapter 7 and Chapter 11 bankruptcy cases, and related federal and state court commercial litigation, including director and officer claims, accountant and other professional liability suits, and preference and other avoidance actions in trials and appellate courts. He is a member of the Maryland State Bar Association, the Maryland Bankruptcy Bar Association, the American Bar Association, and the American Bankruptcy Institute. A frequent lecturer and author, Hroblak received his J.D. from the University of Baltimore in 1998, magna cum laude, and his B.S. from Salisbury State University in 1995, magna cum laude. He is admitted to practice in the U.S. Supreme Court, the U.S. Court of Appeals for the Fourth Circuit, the U.S. District Courts for the Districts of Columbia and Maryland, the District of Columbia, and the State of Maryland.

Jennifer S. Jackman, a member of the Business Litigation section in the D.C. office, represents large and small businesses, nonprofit associations, employers, community associations, and individuals in matters involving discrimination, business torts, products liability, professional liability, general negligence, and breach of contracts. Jackman is a member of the District of Columbia Bar Association, the Maryland State Bar Association, the Virginia Bar Association, the American Bar Association, the American Society of Association Executives, and the Newcomers of Great Falls. She is currently serving a two-year terms that began in 2006 on Maryland's Peer Review Committee of the Attorney Grievance Commission. Jackman earned her LL.M. from the George Washington University School of Law, her J.D. from the University of Baltimore in 1998, cum laude, and her B.A. from the University of Delaware in 1995. She is admitted to practice in the U.S. District Court for the District of Maryland, the U.S. District Court for the District of Columbia, the U.S. District Court for the Eastern District of Virginia, the District of Columbia, the State of Maryland, and the Commonwealth of Virginia.

Jennifer Ryan Lazenby, a member of the Business Litigation section in Towson, represents clients in commercial disputes, premises liability, automobile tort and professional liability actions, eviction actions, and bankruptcy matters. Lazenby is a member of the Maryland State Bar Association and the Baltimore County Bar Association. A Certified Public Accountant, she received her J.D. in 1998 from the University of Baltimore, magna cum laude, and her B.S. from the University of Delaware in 1993. She is admitted to practice in the U.S. District Court for the District of Maryland and the State of Maryland.

Dennis J. Shaffer, a member of the Bankruptcy section in Baltimore, represents debtors, trustees, trusts, individual creditors, and creditors' committees in various Chapter 7 and Chapter 11 bankruptcy cases and related proceedings. He is a member of the Baltimore County Bar Association, the Maryland State Bar Association, the American Bar Association, the Bankruptcy Bar Association, and the American Bankruptcy Institute. Shaffer earned his M.B.A. in 1999, his J.D. in 1998 magna cum laude, and his B.S. in 1996, all from the University of Baltimore. He is admitted to practice in the U.S. District Court for the District of Maryland and the State of Maryland.

J. Daniel Vorsteg, a member of the Bankruptcy section in Baltimore, represents debtors, trustees, individual creditors and creditors' committees in various Chapter 11 and Chapter 7 bankruptcy proceedings, and bankruptcy related litigation. He is a member of the Maryland State Bar Association, the District of Columbia Bar Association, the American Bar Association, and the Maryland Bankruptcy Bar Association. Vorsteg received his J.D. from the University of Baltimore in 1998, cum laude and his B.A. from the University of Maryland - Baltimore County in 1993. He is admitted to practice in the United States District Court for the District of Maryland, the District of Columbia, and the State of Maryland.

12-04-2006

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