Taylor, Porter, Brooks & Phillips, L.L.P.

Taylor Porter represents financial institutions, large corporations, venture capital firms, and small mom-and-pop businesses. Our corporate and securities lawyers give advice on a variety of business issues: corporate formation and governance, executive compensation, stockholder relationships, equity and debt financing, tax, management transitions, mergers and acquisitions, and corporate dissolution. In keeping with our full-service approach, we are able to assist our business clients in the areas of environmental regulation and litigation, intellectual property, estate planning, labor and employee relations, real estate, and contracts.

The firm also provides counsel regarding compliance with increasingly complex state and federal regulations, "lender liability" issues, and matters relating to individual, residential, agricultural and commercial lending, including problem loan workouts and restructuring. Examples of lender representation are:

• Negotiating major workouts of problem commercial loans involving restructuring of financial obligations, validity of collateral and other repayment terms.

• Representing leading financial institutions in multimillion dollar commercial loan transactions involving loan agreements, collateral security, title work and tax issues.

• Acting as lender's trustee and/or borrower's counsel on numerous bond transactions.

• Defending financial institutions in the areas of lender liability, directors and officers liability, trust and fiduciary matters and actions brought under RICO and the Bank Holding Company Act.

• Defending former directors of financial institutions in litigation brought by the FDIC and the RTC.

• Defending institutional and corporate clients against third-party acts of fraud and forgery.

In our corporate finance and securities practice, we handle:

Financing Transactions

We structure, negotiate and document term and revolving credit facilities, acquisition and working capital loans, and senior and subordinated debt. We represent clients in private debt and equity placements in both traditional and nontraditional industries. Our clients range from industrial to software to entertainment companies.

Acquisitions and Divestitures

We advise clients about complex issues related to buying or selling businesses, equity ownership rights, and ownership transition.

Executive Compensation

We help structure and document key executive compensation agreements, stock and cash bonus plans, and non-compete agreements.

Corporate Governance

We advise business owners and directors on all aspects of corporate governance.

Intellectual Property

We negotiate and draft contracts, licenses, and technology transfer agreements. We prosecute patent applications, and we assist clients in enforcing patents and other intellectual property rights.

Examples of recent representations include

• Corporate client representation in a multimillion dollar triangular merger with a Fortune 500 corporation.

• Negotiated stock and asset acquisition for industrial clients.

• Private equity placement for an independent movie producer.

• Private debt placement for a software developer.

• Joint venturing structuring between local and national contractors.

Taylor Porter values and embraces diversity in the workplace. We believe that our 100-year tradition of excellence in client service is strengthened by our differences in perspective, talents and interests, as well as socio-economic and cultural backgrounds. Our diversity commitment is fostered through our efforts to recruit and employ exceptional talent without regard to age, race, religion, gender, sexual orientation, national origin, ethnicity or disability. We firmly believe that our inclusive culture encourages collaboration among our members—which is necessary to achieving superior client outcomes.

We actively encourage a diverse, inclusive firm environment by:

* Recruiting and retaining diverse attorneys and staff

*Promoting an inclusive, understanding, welcoming culture

*Maintaining a cooperative, all-for-one, firm-first spirit

*Respecting the dignity and contributions of our colleagues

*Recognizing individual talents and contributions

*Providing equal opportunities for professional and personal growth • Treating others like we want to be treated

*Seeking enduring relationships with our clients and with each other

In our experience, a strong, growing diversity commitment helps us:

*Better serve our clients – Close working relationships give Taylor Porter unique insight into our clients’ organizational, demographic, cultural, economic and social needs. And as our clients grow, our own diverse culture will help them succeed in an increasingly inclusive national and global economy.

*Enrich our community – Demonstrating our diversity commitment benefits not only the firm and our profession, but also the community in which our members and their families live and work. Our participation in non-profit and professional organizations also helps us advance and promote diversity locally, regionally and nationally.

*Position the firm for long-term success – The varied backgrounds and experiences of our attorneys and staff directly influence our ability to provide exceptional service and creative solutions.That’s why recruiting and retaining diverse members is so essential to firm growth and prosperity.