Duane Morris LLP

In the past few decades, the business of selling trucks, automobiles and their components has grown increasingly more competitive . . . and complex. Many small businesses have now transformed into sophisticated ownership structures. Family-owned businesses are now managed by second and third generations. Other dealerships are owned by private investors or have issued publicly traded stock. Consolidation is prevalent, and the number of large dealership groups that must maintain relationships with multiple manufacturers is increasing dramatically. Manufacturers are responding to these trends by imposing new performance standards, demanding contractual amendments and altering their sales and distribution strategies in ways that can affect dealers' businesses. Rising costs, changing labor needs and increasing government regulatory demands all add up to make each year more challenging than the last.

This more-sophisticated business landscape calls for legal counsel that is both intimately familiar with the issues that dealers face, and has the ability to provide attorneys from a wide variety of disciplines to meet dealers' increasingly varied legal needs.

Members of Duane Morris' Dealer Services Group have invested years in learning the intricacies and nuances of state and federal dealership law and have represented dealer clients in all areas that affect their bottom line. Throughout Duane Morris' national network of offices, the firm has attorneys experienced in representing dealers of automobiles and trucks, as well as dealers of heavy equipment, boats, motorcycles, snowmobiles and their related service businesses.

Whether negotiating a distribution agreement for a truck dealer, facilitating an acquisition or sale of an auto dealership, advising on a dealer's employee relations, defending consumer claims against a dealer or litigating a dispute on behalf of a dealer, we assist our dealer clients in reaching their business goals.

Range of Services

Litigation, Mediation & Arbitration

Attorneys from Duane Morris' Dealer Services Group have handled some of the most significant dealership law cases in the United States over the past decade. Our lawyers have represented dealers from across the country in disputes with manufacturers regarding pricing, product allocation and contractual obligations. Duane Morris attorneys have experience in all types of complex commercial litigation, including class actions, from inception through trial and appeal. In addition to representing dealers in court, we also provide counsel on settling disputes without conventional litigation by using alternative dispute resolution options and advise on methods to anticipate and avoid litigation.

Corporate Issues and Mergers & Acquisitions

Duane Morris corporate attorneys advise businesses large and small on a wide variety of corporate matters, including negotiating dealer franchise agreements and other contracts. The firm represents clients in all aspects of mergers and acquisitions, and is equally experienced representing buyers and sellers. Duane Morris attorneys regularly work with our entrepreneurial clients in developing and implementing creative strategies to accomplish their corporate finance and acquisition objectives. Our lawyers regularly assist closely held companies with strategic planning, equity incentives and succession planning. We represent public companies on securities law compliance, ongoing reporting obligations and corporate governance issues.

Labor Law & Employment Disputes

Members of Duane Morris' Dealer Services Group have counseled hundreds of dealerships on labor and employment law compliance issues. Our attorneys have advised dealers on individual employee discipline and discharge issues, overtime and commission pay plan issues, sexual and racial harassment complaints and responses to union activity. Services range from creating and implementing employment policies to managing nationwide employment discrimination litigation efforts. Our lawyers emphasize policies to prevent employment problems through our problem prevention programs and services, including seminars and workshops, customized training programs and employment practice audits.

Environmental Issues

Our environmental lawyers offer dealers a full range of legal services, including counsel on government regulations and representation in federal and state enforcement proceedings. The firm's knowledge of dealers' businesses, including repair and maintenance operations, helps our attorneys provide on-point advice regarding dealers' rights and obligations under federal statutes, including Superfund, the Clean Air Act and the Resource Conservation and Recovery Act, as well as under similar state and local laws. Our attorneys are experienced in evaluating the environmental implications of business transactions and contractual negotiations involving dealerships.

Succession and Estate Planning

Duane Morris attorneys represent a broad range of closely held business owners with respect to their personal and professional planning. Duane Morris provides estates, trusts, asset planning and related litigation services and has significant experience in the settlement of decedent's estates, fiduciary income tax matters, administration of trusts and counseling on family matters. Throughout each relationship with our clients, we work to minimize tax exposure and implement creative strategies to preserve capital and transfer resources within the client's family and to next generations.

Business Reorganization and Financial Restructuring

The firm's lawyers who focus on Business Reorganization and Financial Restructuring work in tandem with each client to determine appropriate strategies for deriving maximum value from a troubled business entity while simultaneously remaining mindful of each client's goals. Clients draw on the firm's extensive reorganization experience gained during its involvement in many of the largest restructurings of the past three decades and the capabilities of a national team of dozens of bankruptcy lawyers in jurisdictions across the United States.

Taxation

Our tax attorneys are an integral part of the firm's transactional practice and work closely with our corporate lawyers to structure and effectuate complex transactions from a tax perspective. We represent a wide range of business enterprises, advising on acquisitions and reorganizations, as well as providing federal, state and local tax counsel.

"In my discussions with Duane Morris leaders, they frequently speak about how diversity within their firm has enabled them to better serve their diverse clients. They understand that investing in diversity is a wise business decision that positions them for the marketplace of the future."

Don Liu
Senior VP, General Counsel & Corporate Secretary
Xerox Corporation

At Duane Morris, achieving diversity is paradoxical. By supporting and celebrating the differences of our attorneys - and the individual strengths that they bring - our firm culture expands, fostering creative solutions for our clients. But diversity at Duane Morris does not mean that we have a certain number of diverse attorneys; true diversity means that it is no longer noteworthy to see diverse lawyers leading our practice groups or managing client relationships. Ascending to positions of leadership and greater responsibility and providing the highest levels of client service is simply what is expected of all our lawyers. Diversity is another strong asset that adds to our collective abilities to meet the needs of our clients.

Our vision of diversity at Duane Morris is to realize an environment in which our lawyers' outstanding qualities are not just measured by ethnicity, race, gender and sexual orientation, but more importantly, that our lawyers are remarkable as excellent attorneys above all else. Only then can we celebrate our differences while focusing on the common pursuit of legal excellence which everyone shares at Duane Morris.

To reach this goal, Duane Morris understands that the familiar diversity strategies and policies that most law firms have are needed. Without demanding results from such policies, most law firms are bound to fail in even achieving numerical hiring and retention goals. Duane Morris has been proactive and ambitious in its efforts to improve diversity at the firm, and has set deadlines for reaching the milestones which mark our progress. To create a more diverse law firm, Duane Morris is:

• Committed to strategically increasing our diversity levels, which is currently at 10 percent.
• Bringing together our Diversity Committee and our Hiring and Retention Committee to raise diversity as an important factor in our hiring decisions.
• Dedicated to improving retention by building upon our monitoring and mentoring program for all diverse associates.

Combining new initiatives with our longstanding diversity efforts, Duane Morris has seen increasingly positive results. In the Minority Law Journal's annual diversity survey of the nation's largest 260 firms, Duane Morris continued to improve its regional and national ranking, rising to number 136 of all firms surveyed. Our strides in Philadelphia are encouraging; in a city known for both the racial diversity of its population and the lack thereof in its law firms, Duane Morris is one of only two law firms to exceed the national average of minority partners at all law firms. Additionally, Duane Morris leads all national law firms based in Philadelphia in the number of Latino partners. Nearly 30 percent of all of our attorneys are women, and more than 20 percent of our partners are women.

In our approach to diversity, progress in racial, gender and cultural diversity cannot be measured in numbers alone. Duane Morris has focused our diversity initiatives on both increasing the number of diverse associates and addressing the challenges diverse attorneys face in building lasting careers and rising to senior and leadership positions. While several of our key practice groups are led by diverse partners and female partners, Duane Morris endeavors to create a culture which will foster a deep pool of such attorneys who can then develop into the firm's future leaders. Duane Morris understands that simply hiring diverse associates will not change the diversity of the firm; Duane Morris is working to mentor and retain diverse associates so that our progress in racial, gender and cultural diversity is also reflected at the highest levels of leadership within the firm.

Our progress on gender diversity has been profound. We have no glass ceilings: women hold positions of leadership at all levels of management at the firm. Women lead a number of our key practice groups, including our Energy, Immigration and International practices, and serve on the firm's Executive Committee. The success of our female attorneys at Duane Morris has not gone unnoticed. Barbara Adams was chair of the firm's Finance Practice until her appointment by Pennsylvania Governor Edward Rendell to serve as General Counsel of the Commonwealth. In 2004, our longtime General Counsel, Gene E.K. Pratter, was approved by the United States Senate and is now a judge for the U.S. District Court for the Eastern District of Pennsylvania.

Our efforts to improve diversity extend beyond our firm's walls. The chair of our Diversity Committee, Nolan N. Atkinson, Jr., recognized the lack of diversity in Philadelphia's legal community and formed the Philadelphia Diversity Law Group. Nolan now serves as the chair of the organization, a consortium of 25 law firms and corporations that commits to employing at least one diverse first-year law student each as a summer associate. From this program, law students of diverse backgrounds gain access to what was once an exclusive legal community, and now have the opportunity to learn and develop their legal careers with experience at Philadelphia's top law firms.

In addition to our involvement in the Philadelphia area, Duane Morris has increased our presence at national conferences and events focused on diversity. We sponsor the Hispanic National Bar Association and its job fair. Duane Morris is also a longtime supporter and sponsor of the Equality Forum, a national gay and lesbian rights organization. Duane Morris continues to sponsor the Minority Corporate Counsel Association, and is active in other associations of diverse attorneys including: the Asian American Bar Association of the Delaware Valley; the Charles Houston Bar Association; Cuban Bar Association; Korean American Lawyers Association; National American Indian Housing Counsel and the National Bar Association.

The challenge of improving gender, ethnic and cultural diversity at Duane Morris is an ongoing effort that has the support of the entire firm. Duane Morris has been at the vanguard in supporting gender diversity throughout the firm beginning a generation ago. Our diversity programs are leading to similar success in improving racial and national origin diversity at Duane Morris. But even as we share these examples of Duane Morris attorneys and our involvement in numerous legal events, associations and programs for diversity, our hope is that such examples will no longer be necessary to mention in the future. We hope that through our efforts, and the efforts of other law firms, these stories become so common that they are no longer the remarkable accomplishments they are today, but simply routine aspects of the legal world tomorrow.