Mr. Washburne focuses on technology providers in the defense and intelligence community, banks and financial institutions and biotechnology and software companies. With broad legal and management experience, he assists his clients in developing integrated business and legal strategies. Mr. Washburne advises on mergers and acquisitions, public and private equity and debt offerings, and counseled public companies on such issues as disclosure, executive compensation plans, takeover defenses and shareholder relations. He has regularly been recognized as one of the region's top business lawyers in Best Lawyers in America and in Chambers USA. He is Martindale-Hubbell AV Peer Rated. He was also named a "Client Service All Star 2010" by the BTI Consulting Group. His transactional experience, extensive contacts in the financing community and six years of business experience in senior management of a Fortune 500 company give him a practical perspective on client goals. Before his return to Venable, Mr. Washburne served for three years as the head of the International Business Group for York International Corporation, a billion-dollar division with operations in over 100 countries. During the previous two years, he served as York's General Counsel. Mr. Washburne's international experience was honed negotiating acquisitions on joint ventures throughout Asia, the Middle East and Europe. Significant Matters Mr. Washburne's broad experience includes representation of: · Metastorm, Inc. in its $182 million acquisition in 2011 by Open Text Corporation; (Software, Government Contractor) · Segovia, Inc. in connection with its $110 million sale in 2010 to Inmarsat plc; (Government Contractor) · The stockholders of a New England bank in connection with their 2010 sale to private equity investors; (Financial Services) · Celsion Corporation in implementing its 2010 equity line of credit financing; (Life Sciences) · Pyxis Engineering in connection with its $20 million sale in 2009 to Applied Signal Technology, Inc.; (Government Contractor) · Point Blank Solutions in connection with the formation of a manufacturing joint venture in 2008 with FMS Enterprises MIGUN Ltd.; (Government Conractor) · A national telemarketing company in connection with its 2008 sale of an equity stake to an international investment bank; (Consumer Products) · Ferris, Baker Watts in connection with its approximately $240 million sale in 2008 to Royal Bank of Canada; (Financial Services) · Metastorm Inc. in connection with its 2007 acquisition of ProForma Corporation; (Software) · Ore Pharmaceuticals in connection with the 2007 sale of its Genomics business to Ocimum BioSolutions, Inc.; (Life Sciences) · Ferris, Baker Watts in connection with its 2007 acquisition of Arthurs Lestrange & Co., Inc.; (Financial Services) · Mercantile Bankshares Corporation in connection with its $6.6 billion sale in 2006 to the PNC Financial Services Group, Inc.; (Financial Services) · GeneLogic Inc. in connection with the 2006 sale of its pre-clinical division to Bridge Pharmaceuticals; (Life Sciences) · Marriott International Corporation in connection with its $1.45 billion purchase in 2005 of interests in 35 hotels from CTF Holdings, Inc.; (Hospitality) · Metastorm Inc. in connection with its 2005 acquisition of the assets of CommerceQuest Inc.; (Software) · MBNA (America) N.A. in its 2005 acquisition of Nexstar Financial Corporation; (Financial Services) · Mercantile Bankshares Corporation in its $300 million 144A Note Offering in 2003; (Financial Services) · Mercantile Bankshares Corporation in its 2003 acquisition of F&M Bancorp; (Financial Services) · Marriott International Corporation in connection with its investment in Diamond Rock Hospitality; (Hospitality) · York International Corporation in connection with the 2000 sale of its Freezing Products division; (Manufacturing) · Ferris, Baker Watts on numerous underwritten public offerings; and · Metastorm Inc. in connection with various venture-backed financings. Industries Life Sciences Financial Services Government Contractors News December 15, 2011, Maryland edition of Super Lawyers 2012 honors 38 Venable attorneys September 14, 2011, 75 Venable attorneys listed in The Best Lawyers in America® 2012 June 10, 2011, Chambers Ranks Record Number of Venable Attorneys June 3, 2011, 29 Venable attorneys featured in Legal 500's 2011 rankings December 30, 2010, Maryland edition of Super Lawyers 2011 honors 37 Venable attorneys August 23, 2010, 65 Venable attorneys receive 2011 Best Lawyers honors July 17, 2010, Venable Makes Big Gains on Chambers USA 2010 Rankings with Forty-Eight Attorneys Listed as Among the Best in Their Fields January 29, 2010, Tuck Washburne named to BTI's "Client Service All-Stars 2010" February 10, 2009, Maryland edition of Super Lawyers 2009 list honors 40 Venable attorneys October 5, 2005, Forty Venable Lawyers Cited Among "Best Lawyers in America" Honors Mr. Washburne is one of only 165 attorneys named to the 2010 BTI Client Service All-Star Team. To assemble the list, BTI interviewed more than 240 corporate counsel at large and Fortune 1000 companies, who singled out the attorneys they regard as delivering the best client service. Recognized in the 2011 edition of Legal 500, M&A: Middle-Market (sub-$500m) Selected for inclusion in Maryland Super Lawyers (2008 - 2012) Recognized in the 2011 edition of Chambers USA, Corporate/M&A, Maryland Recognized in the 2010 edition of Chambers USA, Corporate/M&A, Maryland Recognized in the 2009 edition of Chambers USA, Corporate/M&A, Maryland Recognized in the 2008 edition of Chambers USA, Corporate/M&A, Maryland Recognized in the 2007 edition of Chambers USA, Corporate/M&A, Maryland Recognized in the 2006 edition of Chambers USA, Corporate/M&A, Maryland Recognized in the 2005 edition of Chambers USA, Corporate/M&A, Maryland Recognized in the 2004 edition of Chambers USA, Corporate/M&A, Maryland Listed in The Best Lawyers in America, Corporate Law and Mergers & Acquisitions Law, (Woodward/White, Inc.) AV® Peer-Review Rated by Martindale-Hubbell Publications November 2011, California Transparency in Supply Chains Act of 2010 (SB 657)
Ashley W. Craig, Richard J. Frey, Lindsay B. Meyer, Robert L. Waldman, Thomas D. Washburne, Jr., Elizabeth K. Lowe, Matthew D. Taggart
Client Alerts September 2011, Duty to Update Previously Disclosed Information
Eric R. Smith, Thomas D. Washburne, Jr., Uyen H. Pham
Practical Law Company November 2010, Financial Institutions Acquisitions and Mergers
Thomas D. Washburne, Jr., Ralph E. Sharpe
Banking and Lending Institutions Forms August 2010, Section 1502 of the Dodd-Frank Act: New SEC Reporting Requirements for Issuers Using Conflict Minerals
Nancy R. Grunberg, George Kostolampros, Gregory M. Gill, Thomas D. Washburne, Jr., D. E. Wilson, Jr., Eric R. Smith, Sigmund G. Libowitz
SEC Update August 2010, Potential Hidden Implications of Registration Act Revisions to Accredited Investor Standard
Frank A. Ciatto, Nancy R. Grunberg, Elizabeth R. Hughes, Treazure R. Johnson, George Kostolampros, Mark S. Vecchio, Thomas D. Washburne, Jr., Stephanie T. Anelli, Uyen H. Pham, Eric R. Smith
SEC Update June 2009, Recent Delaware Case Law Sheds Light on Directors' Potential Exposure to Personal Liability in Cash Sale Transactions
Thomas D. Washburne, Jr., Richard A. Johnson
Corporate Alert December 9, 2008, Guidance for Climate Change Financial Disclosures
William R. Weissman, Margaret N. Strand, Paul T. Kaplun, Thomas D. Washburne, Jr.
Environmental Alert November 24, 2008, Changes to Independent Director Tests Will Impact D&O Questionnaires and Disclosure Obligations
Elizabeth R. Hughes, Thomas D. Washburne, Jr.
SEC Update December 2007, SEC Update, December 2007
Elizabeth R. Hughes, Thomas D. Washburne, Jr., Ariel Vannier, James P. Dvorak, Thomas W. France
SEC Update 1980, Liability of Directors Under the Federal Securities Code
Thomas D. Washburne, Jr.
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