Duane Morris LLP

Duane Morris provides practical and creative legal counsel, while assisting clients in complying with regulatory, statutory and other legal mandates. Our corporate lawyers share our clients' entrepreneurial passion and deliver responsive representation that is important for successful business organizations.

We advise clients in forming business entities and assist them in defining the rights and relationships of owners and stockholders. For companies in other stages of the business life cycle, our group develops and implements exit strategies and handles succession planning matters (particularly for closely held or privately held entities).

We are experienced in negotiating, drafting and reviewing agreements of all types, including employment, distribution, manufacturing, licensing, outsourcing and other agreements. Our lawyers regularly advise on technology licensing, transfer and collaboration arrangements for information, life sciences and other technologies. For many clients, we provide guidance for compliance with international trade, import-export controls, customs and other regulatory requirements.

Strategic Business Planning

Whatever your business goals may be, we have experienced attorneys ready to help you achieve them through strategic planning. Long-term business planning built on market research, cash management strategies and inventory cost analysis all fall within the ambit of strategic business planning. Our attorneys offer both private and public companies individualized, targeted solutions to complex business issues, from problem identification to strategy formulation and implementation to outcome review and assessment.

Joint Ventures and Strategic Alliances

As joint ventures and strategic alliances grow more prevalent, our corporate attorneys become increasingly involved in counseling both private and public companies on these means of expanding into new markets, funding research, and developing and marketing new or existing products, among other goals. Sharing the risks and costs allows businesses to better pursue opportunities and increase their chances for financial success. Our corporate attorneys can help by providing pragmatic, innovative advice on the formation, financing, operation, restructuring and governance of strategic alliances and joint ventures. We are also adept at shaping the dissolution of joint ventures for our clients, formulating exit strategies that address issues such as ownership and licensing of intellectual property, division of territories and customers, and noncompete agreements. Our reach is global as well as cross-border and national.

Corporate Governance

Concerns about corporate governance are front and center in the minds of board members, executives, shareholders and investors. Our corporate attorneys assist both public and private businesses to formulate and implement practices and procedures to help ensure that governance crises do not develop. They are also experienced in advising clients when crises must be managed.

We advise corporations and their officers and directors about governance issues, regulatory compliance and similar matters, including current applications and interpretations of the Sarbanes-Oxley Act. Our clients receive advice on matters of fiduciary responsibility of directors and officers, disclosure issues, financial reporting, management succession and compensation, board composition and structure, conflict of interest and change of control matters, including proxy contests and takeover bids, stockholder rights plans and other poison pills, and receive advice regarding NYSE and NASDAQ corporate governance requirements.

Our attorneys provide corporate governance advice to privately owned firms and nonprofit organizations as well as publicly held businesses. Many private companies have decided to adopt the stringent standards of corporate governance and internal controls and procedures that public businesses now follow. In addition to advising U.S. clients, our corporate attorneys advise clients based in the United Kingdom, including affiliates of U.S. clients, on corporate governance matters in the United Kingdom. We also advise clients based in the United Kingdom and elsewhere outside the U.S. on corporate governance matters affecting their U.S. affiliates and operations.

Mergers and Acquisitions

Duane Morris represents clients in both U.S.-based and transnational acquisitions and divestitures of both publicly held and privately held companies. Our corporate attorneys are experienced in developing and implementing creative strategies designed to maximize value and position our clients as advantageously as possible in mergers and acquisitions. Our counsel is aimed at structuring the negotiations and transactions within these events to help best meet our clients' immediate needs and long-term business goals.

Private Equity/Venture Capital

Duane Morris corporate attorneys understand the advantages and potential pitfalls for both investors and investment seekers in the private equity and venture capital markets. Our attorneys assist private equity funds, investment banks, financial institutions and individual investors with structuring and consummating private debt or equity investments. We also assist private equity fund clients and management boards initiate, structure and complete leveraged buyout offers to take companies private.

Our attorneys serve as counsel to numerous venture capital funds, especially in the biotechnology industry, and have considerable experience in structuring venture capital and other equity and mezzanine investments in early-stage companies. For entrepreneurs, early-stage companies and developing mid-size companies, we provide a wealth of guidance and counsel to help them find the right investors to partner with to grow the business.

Securities Law

Duane Morris' Securities Practice Group represents issuers, underwriters, selling shareholders, venture capital firms and others in all types of public and private transactions involving the offering and sale of securities. Our attorneys also counsel corporations and their officers and directors in matters of public disclosure and other aspects of ongoing compliance with the federal and state securities laws and the rules and regulations of NASDAQ and the New York and American Stock Exchanges.

Corporate Compliance

Duane Morris advises corporations, partnerships and sole proprietorships on developing and implementing internal programs to educate officers, owners and employees in all aspects of compliance. We also counsel clients on conducting internal investigations and defend companies in government investigations, criminal prosecutions and civil enforcement actions.

"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.