Jennings, Strouss & Salmon, P.L.C.

Jennings Strouss merger and acquisition attorneys have provided counsel and assistance to businesses, small and large, local and global in the areas of mergers and acquisitions. The complexity of these transactions and their time-intensive nature requires expertise from several areas of the law, led by experienced merger and acquisition counsel who can coordinate the transaction team's efforts. Our merger and acquisition lawyers work together to help clients identify and utilize innovative solutions to meet their needs. We assist our clients in handling corporate, securities, tax, intellectual property, antitrust, banking and corporate finance, environmental, labor and employment, products liability and litigation aspects of those transactions, among other aspects of the matters.

Our experience includes stock and asset purchases and sales, mergers, leveraged buyouts, recapitalizations and acquisition of assets from bankruptcy entities. We have broad experience in transactions involving many industries and types of companies, both U.S. and foreign, so we can help use relevant experience and knowledge of industry practices to benefit our clients.

The firm's clients include buyers and sellers, as well as other parties to transactions, such as investment bankers, buyout funds, bankruptcy trustees and special committees. Our merger and acquisition lawyers regularly provide guidance to clients throughout all phases of a merger or acquisition transaction, from early evaluation of a transaction, through due diligence, negotiation, documentation and closing of the deal, as well as in integration of the acquired company, employees and assets into their organization. We regularly prepare letters of intent, acquisition, merger, confidentiality, standstill and similar agreements, financing documents, proxy statements, and legal opinions. We advise on the tax, securities law, corporate governance, employment, employee benefits, real estate, environmental, financing and other aspects of transactions.

Our merger and acquisition attorneys can also assist companies in implementing measures to defend against unwanted acquisitions or to protect their interests in the event of a change-in-control. We also counsel boards and senior management on their legal and fiduciary duties in responding to potential transactions and implementing appropriate measures.

Representative Engagements

• Represented clients in numerous acquisitions of companies and assets in transactions ranging up to $1.8 billion, and represented sellers of assets and divisions in transactions ranging up to $11 billion
   
• Represented an SEC registered commercial finance company in restructuring its $11 billion of debt and related corporate transactions
   
• Counseled corporate clients on defensive measures to protect against hostile takeovers
   
• Represented Fortune "100" company in federal multi-district litigation concerning failed corporate merger and acquisition
   
• Represented parties in the following mergers: Helifly/Boeing, Boeing/MD Helicopters, Sikorsky/MD Helicopters, Flight Trails Acquisition
   
• Counseled several financial institutions in acquisitions, including Chase Manhattan Corp. in $89 million cash acquisition of the stock of Continental Bancorp and its subsidiary Continental Bank of Scottsdale, Arizona
   
• Counseled corporations in purchases and sales in amounts involving traditional asset based financing, bond financing and purchases from the sale of assets from entities in Chapter 11 bankruptcy
   
• Represented the buyer of a substantial steel fabricating business to a large, publicly held steel company, totaling over $7 million
   
• Represented buyers in acquisitions of a pigment producing R&D/manufacturing operation for assets over $2.1 million
   
• Represented party in acquisition of a chemical producing plant with assets about $29 million for this acquisition
   
• Represented buyers and sellers of businesses in numerous industries, including manufacturing, insurance, product testing, services, construction, finance, telecommunications, radio, legal services and other fields

STATEMENT OF COMMITMENT TO DIVERSITY

Jennings Strouss continues to promote diversity by recruiting and retaining highly qualified individuals who represent diversity of opinion, personal experience and demographics. Our goal is to maintain and nurture this diversity in an environment that fosters excellence, achievement, and advancement of all qualified individuals regardless of gender, ethnicity, age, disability, religion, or position with the firm.

We retain excellent lawyers through regularly evaluating our recruiting focus, techniques, and strategies. We then make changes as necessary. Our recruiting committee expanded the on-campus interview program in 2007 to target students with diverse backgrounds and interests from law schools with significant minority enrollments and at minority student job fairs. The committee also is working on an outreach campaign to minority student organizations at various law schools around the country. Other demonstrations of our commitment to diversity are our continuing sponsorship of a law student in the annual Arizona State University Minority Writing Internship Program, a program that was started by our firm many years ago, and our sponsorship of the 2006 NBA Diversity Pipeline Program.

Our deep commitment to diversity is based on a solid belief that a multifaceted work environment can make us a better, smarter, and stronger law firm that has a positive influence in our communities.

JENNINGS STROUSS CORE VALUESWe are a diverse team that strives to provide the highest quality legal services to our clients by our commitment to these Core Values:

• Respect

   

  We show respect for each other and value diversity and inclusion both in the workplace and in dealing with others with whom we work.

• Communication

   

  We are committed to open and meaningful communication with each other and our clients.

• Diversity

   

  We have an unwavering commitment to diversity and to providing a professional environment that offers equal and nondiscriminatory access and opportunity to all employees.

• Balance

   

  We understand the importance of a healthy, balanced life and strive to help all employees achieve a healthy work-life balance.

• Recognition

   

  We encourage a workplace where each employee seeks on a daily basis to contribute to the success of the firm as a whole and is recognized for his or her contributions.

• Integrity and Excellence

   

  We are committed to excellence in the practice of law, and in so doing promote and adhere to the highest standards of ethics and professionalism.

• Public Service

   

  We have a strong commitment to our community and public service including pro bono work.

DIVERSITY ACTION COMMITTEE

Member Joel Greene serves as the firm's Chief Diversity/Retention Officer. Instrumental in the development and implementation of the firm's Core Values, he is dedicated to working with the Diversity Action Committee to reinforce those values in an environment that fosters excellence, achievement, and advancement of all.

Representing a cross section of the firm's employees, each Committee member works to ensure that the Jennings Strouss diversity initiatives are continually updated and carried out as the firm adapts to the changing realities of the modern workplace. The Diversity Action Committee continues to formulate implementation guidelines and initiatives for the firm's Core Values. Each member views him or herself as a catalyst for change, where needed, to promote diversity and an enhanced sense of community within the firm.