Practice Areas & Industries: Baker & Daniels LLP

Practice/Industry Group Overview

For over 100 years, we have helped companies grow. From small private offerings to mergers making national headlines, the Corporate Finance Team of Baker & Daniels provides strategic legal counsel to businesses that are building Indiana.

Services Available

Executive Compensation

Cost Effective Plans Our team, working with our Employee Benefits team, has substantial experience in advising companies and executives on compensation and incentive plans, including:

• establishment of stock plans, including stock options, restricted stock, stock appreciation rights, stock bonuses, ESOPs, employee stock purchase plans and other qualified and non-qualified employee retirement plans;
• compliance with the corporate and securities law aspects of these plans, as well as the tax, accounting and ERISA requirements of such plans;
• registration of interests in the plans or the stock under the Securities Act of 1933 where required; and
• establishment of deferred compensation, severance, golden parachute, noncompetition and other contractual relationships for executive and key employees.

Mergers and Acquisitions

Interdisciplinary Approach We represent buyers and sellers in asset and stock transactions, mergers, spinoffs and other acquisitions. Large, complex transactions call for a team with a deep bench. With over 200 lawyers available to handle tax, antitrust, regulatory, employee benefit, environmental and other issues, we can identify and quickly resolve issues that otherwise might slow down or jeopardize a transaction.

Smaller Transactions Large-transaction experience provides advantages in smaller transactions. In negotiations affecting the fate of the company, it pays to have attorneys whom opposing counsel know and respect. Our steady transactional practice gives us the experience to provide efficient service to small businesses.

BUYOUTS AND RECAPITALIZATIONS

Risk and Reward Buyouts and recapitalizations frequently involve substantial leverage. We help structure the transaction to maximize the possibility of success and minimize the consequences of failure. We work with management to ensure they understand the practical consequences of representations, warranties and covenants involved in their transaction and negotiate terms that allow them to operate with the protection they need.

DEFENSIVE MEASURES

Planning Ahead Through careful preparation, a business can take actions to respond effectively to unsolicited acquisition offers. We can evaluate a company's structural defenses, and, if necessary, help implement structured defenses, such as shareholder rights plans or other devices to provide a company's board of directors the time and control necessary to make sound decisions when faced with a hostile offer.

Raising Capital - Private Offerings

Comprehensive Service Working with a wide range of investment bankers, accountants and other professionals allows us to help companies develop strategies for using private placements to their maximum financial and business advantage. We can identify alternative financing sources, including various venture capitalists.

Flexible Financing We are familiar with a varied menu of financial instruments that have been designed to suit specific needs, including, convertible preferred stock, subordinated debt, warrants and other convertible/exchangeable instruments.

Raising Capital - Public Offerings

IPOs An initial public offering represents a turning point for any business. Thorough preparation, coordination and control of information are essential. Experienced counsel can smooth the transition. And, of course, being publicly held has its benefits and its costs. A drug wholesaler we helped go public in 1983 now has annual revenues in excess of $5 billion.

Established Companies We help established public companies meet their ongoing capital needs through add-on offerings, convertible debt issuances, asset securitizations, medium-term note programs and other shelf registrations. Businesses with convenient access to the markets can reduce capital costs and improve liquidity.

Complex Transactions We counsel investment banks and other sophisticated clients with respect to complex securities and transactions targeted to particular markets, including trust-originated preferred securities, UITs, mezzanine financing, swaps and recapitalizations, REITs and the like.

Regulated Industries

Financial Institutions Our team includes several lawyers who provide counsel on regulatory matters to commercial banks, savings associations, trust companies, and their holding companies. Clients range from small, privately held community banks to large, regional financial institutions. We assist with:

• holding company, bank and branch acquisitions, including bank regulatory, securities and antitrust matters;
• de novo bank, thrift and trust company formations;
• charter conversions, mutual-to-stock conversions and holding company formations;
• capital raising transactions; and
• examination and enforcement issues.

Mutual Funds The team has a full-service investment company practice. We represent financial institutions and fund distributors with respect to open-end mutual funds, closed-end funds, and unit investment trusts. In addition to all securities law aspects of investment company work, we advise with respect to corporate law, compliance and fiduciary issues.

Securities Regulations and Corporate Governance

Public companies need seasoned counsel. We advise boards of directors with respect to fiduciary duties and corporate governance issues, assist with regulatory reporting, implement compliance programs and resolve the issues that evolving markets present today's businesses.

Systematic Compliance Our team assists publicly held clients and their executives in fulfilling their obligations under the federal securities laws and state corporate and securities laws, including:

• public disclosure under securities laws and stock exchange and NASDAQ listing requirements;
• periodic reporting obligations under the Securities Exchange Act of 1934;
• compliance with the proxy rules, including advice in connection with contests for control and shareholder proposals;
• satisfaction of fiduciary obligations, including representation of special committees of the board of directors in connection with certain corporate transactions and internal investigations; and
• assistance to management in buying and selling securities of the company, including compliance with the reporting and insider trading requirements of Section 16 and the transfer restrictions imposed by Rule 144 and Rule 145.

Programs In order to achieve systematic compliance, we help our clients implement programs to control confidential information and public announcements, regulate trading by employees and directors, and facilitate Form 4 and 5 filings by executives.

Clients:
Alimentation Couche-Tard Inc. (ACT), American Commercial Lines, BorgWarner Inc., Bridgestone Corporation, Bunge North America, Inc., Central Indiana Corporate Partnership, Circle K, Citizens Gas & Coke Utility, City of Indianapolis, Clarian Health Partners, Cummins Inc. , Eli Lilly and Company , Fleetwood Enterprises , Guidant Corporation , Indiana Department of Insurance , Indiana University , Indianapolis Bond Bank , Indianapolis Public Schools , Integra Bank Corporation, Ispat Inland Inc. , J.P. Morgan Chase & Co., Kimball International Inc., Lear Corporation , Lehman Brothers , Lilly Endowment, Mac's Convenience Stores LLC, National Organization of Life and Health Insurance Guaranty Associations, Pinnacle Entertainment, Inc. , Redcats USA, Inc. , Roche Diagnostics Corporation , Rolls-Royce North America Inc. , Simon Property Group, Inc. , South Bend Community School Corporation, Tecumseh Products Company , Weaver Popcorn Company, Inc. , WellPoint, Inc. , Zimmer Holdings, Inc.