Holland & Knight Domestic Corporate Transactional Show Sheet

GET CONNECTED WITH OUR LEGAL SERVICE STRENGTHS Corporate Services | Intellectual Property | International Practices | Business Immigration

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Corporate Services  Holland & Knight’s Corporate Services Team provides experienced legal counsel to public and

private entities throughout every stage of the business cycle.  We advise clients on all aspects of their business operations, from corporate governance and risk management to financing and growth opportunities.  Our team works proactively with clients to avoid potential liability through the development and implementation of effective compliance and ethics programs.

Whether your enterprise is a start-up or a Fortune 500 company, a closely held family business or a public franchise, succeeding in today’s marketplace requires more than “business as usual.” In this value-based, highly regulated climate, non-economic performance parameters – such as corporate compliance and governance – are as critical to your success as your company’s bottom line.

BROAD‐BASED KNOW–HOW TAILORED TO YOUR OPERATING ENVIRONMENT The practice of corporate law demands experience across an array of industries, businesses and governmental organizations. Savvy business leaders choose Holland & Knight for our decades of experience in advising public and private entities. With the diversity of our firm and practice teams, we can extend integrated and efficient support across a range of critical matters, including:  corporate compliance and ethics

 project finance

 corporate governance

 public companies and securities

 D&O and management liability

 securities litigation

 franchise

 venture capital and private equity

 mergers and acquisitions

 white collar defense

COMPLIANCE, GOVERNANCE AND LIABILITY COUNSEL – A PROACTIVE STRATEGY Holland & Knight is committed to working proactively to help your organization avoid potential liability. We assist companies in the development of integrated compliance and ethics programs, and our firm was one of the first in the country to establish a dedicated corporate governance team to advise on issues relating to the Sarbanes-Oxley Act. As the risk of management liability suits increases, Holland & Knight’s D&O and Management Liability Team counsels directors and officers regarding the preventive measures required to protect their personal assets.

VIGOROUS DEFENSE WHEN YOU NEED IT When your company’s reputation is on the line, our seasoned White Collar Defense Team will work to provide experienced and incisive defense counsel. Our highly skilled trial attorneys – including a former U.S. district judge and former FBI director – are fully prepared to go to court on your behalf with a goal of helping to minimize the consequences of alleged misconduct. Should your organization become involved in securities litigation, you need seasoned counsel with front-line litigation experience in federal securities law. Dealing with matters of alleged wrongdoing in this highly complex area is one of the strengths of our Securities Litigation Team.

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ASSURING THE RIGHT RELATIONSHIPS FOR YOUR FRANCHISE VENTURE Strategic to profitable franchising is the ability to structure, maintain and control successful franchise business relationships. Our multidisciplinary Franchise Team is focused on assisting both franchisors and franchisees. From negotiating franchise, sub-franchise and area development agreements to advising on franchisee solicitation, you can count on our commitment to provide professional and insightful guidance regarding your ongoing activities.

TALENT AND TEAMWORK COMBINE TO REPRESENT YOUR BUSINESS INTERESTS Whether your transaction involves a leveraged buy-out, a joint venture or a corporate reorganization, Holland & Knight’s Mergers and Acquisitions Practice Group leverages its broad-based experience and business know-how to negotiate on your behalf. The team consists of more than 120 dedicated attorneys who collaborate with lawyers and professionals from the firm’s other practice areas as needed – such as tax, ERISA, IP, environmental law, real estate and antitrust – to represent you in the full array of transactions your organization may encounter.

INSIGHT AND INNOVATION Achieving your objectives in today’s complex and changing financial marketplace often requires creative deal-making. Holland & Knight attorneys are committed to effective and innovative representation of businesses and institutional investors and acquirers in all manner of venture capital and private equity transactions. With deep domain experience representing both venture capital and growth companies – and insight into emerging market trends – we can guide both investors and entrepreneurs through such diverse transactions as angel financings, bridge loans, PIPEs and public offerings.

GROWING TO MEET YOUR CHANGING REQUIREMENTS As our Private Equity Team has evolved in size and scope to meet the ever-increasing needs of financial acquirers and sellers to private equity funds, our counsel addresses matters that range from structuring transactions to the performance of due diligence.

IN‐DEPTH EXPERIENCE ENHANCED BY AN INTERNATIONAL PRESENCE Commercial lenders, export credit agencies, multilateral development banks and developers look to Holland & Knight’s Project Finance Team for counsel in their complex undertakings. Our experience in risk-allocation techniques and understanding of financing methods – including publicly funded and privatization project structures – give clients the comprehensive support they need for their projects.

Project finance endeavors are often international in scope. Opportunities involving projects such as transportation infrastructure, airports and seaports, power plant construction and telecommunications undertakings can arise anywhere in the world. With international offices in Latin America and established relationships with key law firms around the world, Holland & Knight is positioned to provide the global representation you require.

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A DIVERSE CLIENT BASE INFORMS OUR COUNSEL Providing effective, professional legal counsel in business law matters requires experience that spans across diverse industries. We advise clients in a broad range of industries, including communications, defense, employment, healthcare, technology, transportation, hospitality, agriculture and banking sectors, among others. Holland & Knight’s diverse public company roster ranges from small and mid-size entities to Fortune 500 issuers. We also represent underwriters, private equity funds and venture capital firms in capital-raising transactions. Our Public Companies and Securities Team includes members who have served as counsel to public companies, audit and compensation committees and the SEC, and as members of university and professional securities associations.

FROM CONCEPT TO COMPLETION: ONGOING REPRESENTATION You can rely on our Corporate Services Practice Team for experienced counsel long after the negotiation of your original transaction. From concept to completion, our team stays with you, prepared to advise you throughout the lifecycle of your business venture.

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Intellectual Property Holland & Knight's Intellectual Property Group offers a broad array of legal services to safeguard your assets, including patent, trademark, copyright and trade secret protection; and licensing agreements.  Our team provides a full range of services designed to help you protect your innovations and succeed in a fiercely competitive global market.  Applying our technical knowledge and experience, we will devise strategies to protect and optimize your intellectual property assets globally. 

In today's increasingly competitive global marketplace, where ever-changing technologies and accelerated product development are the norm, growing and maintaining your intellectual property (IP) portfolio and protecting your company's investments and innovations are critical. Whether you are a global business operating around the world or an individual entrepreneur with an innovative idea, developing, managing and protecting your intellectual property portfolio is essential to ensure your longterm success.

Holland & Knight's Intellectual Property Group provides a complete range of legal services designed to help you protect your innovations and succeed in a global competitive market. With a full understanding of the issues and challenges our clients face and extensive experience addressing all forms of intellectual property law, we are well-positioned to effectively and cost-efficiently protect your interests.

PROTECTING YOUR ASSETS As you develop new products and services and your intellectual property assets grow, you will likely face increased business threats. You need skilled intellectual property attorneys, including trial lawyers, who can safeguard your investments.

Holland & Knight's intellectual property attorneys have extensive experience protecting client interests before the United States Patent and Trademark Office (USPTO) and in the various courts and tribunals across the country. Our team of technically savvy attorneys ─ who are as comfortable in the courtroom as they are in comprehending your technology ─ includes trial lawyers who understand that each case presents its own business dynamics and client objectives. We readily understand your technology, innovations and grasp the underlying sciences.

We offer a broad array of IP services to safeguard your assets and protect your business, including patent, trademark, copyright and the development, implementation and enforcement of the full spectrum of intellectual property protections. Our team regularly assists clients with the creation of antipiracy and anticounterfeiting programs, and the development and implementation of licensing strategies, programs and agreements.

AN EXPERIENCED TEAM YOU CAN TRUST Intellectual property is a key focus at Holland & Knight where we provide you with IP services from a global platform. Our intellectual property attorneys are experienced in a wide array of technical disciplines, with many holding advanced technical degrees in areas such as computer and software engineering, electrical engineering and mechanical engineering. Our team includes a former USPTO examiner who offers an insider’s perspective on USPTO rules, regulations, procedures and practices.

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When it comes to acquiring and shielding your most important assets, you need a team of intellectual property law attorneys you can trust to focus on protecting your interests.

Working with our Intellectual Property Group ensures you direct support from a global network of professionals offering both depth of knowledge and breadth of experience. Our team is comprised of:      

trial lawyers with a deep understanding of your business and your technology who are ready to fight for your intellectual property in the courtroom patent attorneys who are accomplished professionals with advanced degrees in a number of science and engineering disciplines trademark attorneys, including a former trademark examining attorney from the United States Patent and Trademark Office copyright attorneys experienced in the full range of copyright protection issues and defense of infringement claims attorneys proficient in related practice areas such as technology and emerging companies, media, communications and entertainment, and antitrust, trade regulation and competition attorneys who routinely appear before the U.S. Patent and Trademark Office and its Trademark Trial and Appeal Board (TTAB) and Patent Trial and Appeal Board (PTAB), the U.S. International Trade Commission and other tribunals

TEAM APPROACH Holland & Knight works as an integrated team. Regardless of your location, we will select the intellectual property attorneys within the firm who best fit your specific needs and will staff your matter accordingly. If litigation is needed to accomplish your objectives, we can quickly assemble a litigation team comprised of skilled practitioners who are knowledgeable about your subject matter. We are engineered to respond at a moment's notice — whenever and wherever your needs arise.

Our team includes an investigative unit that collaborates with outside resources, including language experts, industry professionals, computer forensics specialists and survey firms, to provide you with comprehensive litigation support services. This group regularly assists clients in seeking ex parte seizures, customs remedies and preliminary injunctions, and interfaces with law enforcement in prosecutions of intellectual property crimes.

The Intellectual Property Group at Holland & Knight is committed to protecting your interests throughout the world by devising strategies to optimize your intellectual capital while addressing infringement and competition to enhance your market position.

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International Practices Holland & Knight, with a network of more than 1,200 lawyers and other professionals in 27 offices throughout the world, as well as working relationships with leading law firms across the globe, can seamlessly respond to client needs quickly and efficiently.

Many of our multilingual attorneys were educated and have practiced law in foreign countries. We also actively participate in organizations such as the International Bar Association, the Inter-American Bar Association, the Inter-Pacific Bar Association, the International Fiscal Association, the International Trademark Association and several international chambers of commerce.

Holland & Knight lawyers work with clients on a broad range of international transactions, including international taxation matters, regulatory and government matters, international arbitration and dispute resolution, commercial and corporate transactions, international finance dealings and international commerce issues.

We provide industry-based advice in a variety of areas, including banking and financial services; hospitality; retail; entertainment; media and telecommunications; transportation; marine and aviation; construction and infrastructure projects; energy, oil and gas; mining; and natural resources.

Lawyers in the firm have invested decades of time and resources to develop well-tested working relationships with highly skilled attorneys in countries where we do not maintain our own offices. Our extensive experience working with these law firms to achieve our clients' objectives enables us to quickly and efficiently recommend and engage the most qualified attorneys in each country to address your international matters. Our relationships with these law firms are nonexclusive and independent so we are able to select the most appropriate attorneys in each situation. The lawyers we refer to are personally known to us and they are committed to delivering successful results to our clients. In many instances, members of these firms have participated in Holland & Knight's international lawyer trainee program, which has more than 600 alumni worldwide.

Members of our firm and several of our international practices have been selected for repeated inclusion in industry leading publications such as Chambers Global, Euromoney's Guide to the World's Best Lawyers, the International Who's Who of Business Lawyers and The Legal 500.

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Business Immigration Holland & Knight's Immigration, Nationality and Consular Team provides highly experienced, proactive counsel on all types of business immigration law.  Our team represents multinational corporations, foreign and domestic companies, and start-up businesses.  Our lawyers prepare and file a variety of pertinent immigration documents for clients and remain actively involved in every step of the adjudication process. 

Immigration, nationality and consular laws are well known for their complexity, and for being subject to policy and regulatory changes. As a result, it can be difficult for companies to take effective action in important matters relating to these areas of the law.

HIGHLY EXPERIENCED REPRESENTATION You can be assured of highly experienced, proactive counsel on all types of business immigration law, including formulation of migratory strategies, preparing and filing applications and representation of clients before the U.S. Citizenship and Immigration Services (USCIS) and the Departments of State and Labor, and representation at U.S. Consulates throughout the world.

Our immigration attorneys and practitioners serve the needs of clients ranging from large multinational corporations to start-up companies. We represent both foreign and domestic corporate clients, including well-known entertainers and athletes, entrepreneurs, professionals, persons who possess extraordinary ability and investors. In addition to helping clients obtain visas for their employees, we advise businesses on compliance with employment eligibility verification procedures and visa-related aspects of corporate transactions.

AREAS OF EXPERTISE determination of most appropriate visa category and strategy (long-term and short-term)  B-1 (Business Visitor) visas and strategy treaty trader and treaty investor (E-1 and E-2) visas and professional worker (E-3) visas for Australians professional temporary worker (H-1B) visas trainee (H-3) visas individual (L-1A and L-1B) and blanket intracompany transferee visas extraordinary ability worker (O-1 and P-1) visas TN visas under NAFTA permanent residency (green cards) based upon employment including labor certification (PERM) and exceptions employment eligibility verification (Form I-9) naturalization 

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GOAL‐ORIENTED In immigration, nationality and consular law matters, you need representation that does not end once documents are filed. Our team will remain actively involved in every step of the adjudication of each immigration document we file on your behalf, and we will put our many years of experience to work toward achieving the desired goal.

A LEGAL TEAM IMMERSED IN IMMIGRATION Bringing your matter to Holland & Knight means working with a legal team that keeps close track of the latest developments in immigration and nationality laws, and related employment law. Being vigilant about tracking changes that could affect you and participating in liaison activities with relevant government agencies are other ways that we are focused on your success. In addition, our immigration attorneys frequently lecture about this area of the law and are active in the American Immigration Lawyers Association (AILA).

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CONTACT US Tara L. Vance Senior Counsel New York | 212.513.3485 tara.vance@hklaw.com Tara L. Vance is a senior counsel in Holland & Knight's New York office. Ms. Vance is a corporate transactional attorney and a member of the firm's International and Cross Border Transactions Group.

She is experienced in domestic and cross-border mergers and acquisitions and general corporate matters. In addition, Ms. Vance represents corporate clients and their employees in a wide variety of business immigration matters, and also assists clients with certain family-based immigration matters.

Danielle J. Kirby Senior Associate New York | 212.513.3420 danielle.kirby@hklaw.com Danielle J. Kirby is an associate in the International and Cross Border Transactions Practice Group of Holland & Knight’s New York office and is a member of the firm's Energy & Clean Technology Team.

Ms. Kirby's practice areas include corporate and securities law with primary focus on international mergers and acquisitions, domestic and cross-border financings, and general corporate matters. Ms. Kirby’s experience includes mergers, acquisitions, joint ventures and licensing, distribution and other commercial arrangements for domestic companies and for non-U.S. based companies and their subsidiaries doing business in the U.S. Ms. Kirby has also been involved in domestic and cross-border loan transactions, private financings (including asset-based financings), venture capital investments, private equity acquisitions and other financing and capital markets transactions, including various private equity transactions in Latin America and Europe.

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