Experience: Representative Matters: Zoe's Kitchen, Inc.: representing Zoe's in pending merger with purchaser-consortium consisting of Cava Grill, Inc; restaurateur, founder and chairman of Panera Bread Company; and private equity firm, Invus Group; Representing special committee of RLJ Entertainment, Inc. with respect to going-private transaction proposed by control persons, AMC Networks, Inc. and affiliates of RLJ; Exactech, Inc.: Merger with affiliates of TPG Capital; Mednax, Inc.: Represented Board of Directors in defense against various stockholder activist initiatives led by Elliott Management; Representing Campbell Global in its pending $ 1.4 billion sale of general and limited partnership interests (in entities owning 1.1 million acres of timberlands assets) to CatchMark Timber Trust (NYSE-CTT) and consortium of institutional real estate investors; Represented incumbent directors of Aqua Metals Inc. in its defense of Kanen Wealth Management's election contest to replace entire Board; Unico Inc.: Represented Special Committee of independent directors in public auction for sale of control; Jarden Corporation: $17 billion business combination with Newell-Rubbermaid Inc.; Century Communities, Inc.: stock and cash business combination with UCP, Inc.; AMERCO (U-Haul): Represented special committee of independent directors in connection with control group proposal to implement dual voting stock recapitalization.; Chamber Street Properties: merger of equals with Gramercy Property Trust.; Internap Corporation: Public auction for sale of control; Anworth Mortgage Asset Corporation: Represented incumbent directors in proxy fight by Western Investment LLC to unseat majority of Board.; Infinity Augmented Reality Inc.: Merger with affiliate of Alibaba; World Energy Solutions: Represented incumbent directors in settlement of threatened election contest and other activist initiatives by Ardley Partners LLP.; Alico, Inc.: Represented Special Committee of independent directors in sale of control group interest to private equity consortium.; Metropolitan Health Networks, Inc.: sale of Metropolitan by cash merger with affiliate of Humana, Inc.; Terremark Worldwide, Inc.: merger with Verizon Communications Inc.; Instantis, Inc.: sale of control to Oracle, Inc.; IDACORP, Inc.: Representation of incumbent directors with respect to settlement of various stockholder activist initiatives; Superior Vision, Inc.: Sale to Nautic Partners LLC in sponsored MBO.; Trian Fund Management, LP: activist initiatives involving Family Dollar Stores, Inc.; Fairholme Funds Ltd.: activist initiatives involving The St. Joe Company; representation of Fairholme as largest shareholder of AmeriCredit Corp. in sale to General Motors Corporation.; Home Diagnostics Inc.: Sale of control to Nipro Corporation (via cash tender offer and second-step merger); TTM Technologies, Inc.: stock and cash business combination with Meadville Holdings, Inc.; Silverleaf Resorts Inc.: counsel to special litigation committee in connection with investigation of derivative fiduciary (Revlon process) litigation arising out of cash merger with Cerberus Capital Management Ltd.; Natrol Inc.: Sale of control to Plethico Pharmaceuticals Ltd. (via cash tender offer and second-step merger); Berggruen Holdings N.A. Ltd: Represented 32% stockholder in Essilor International Inc.'s cash merger with FGX International Holdings, Inc.; Perry Ellis International, Inc.: multiple M&A transactions include acquisition of Rafaella Apparel Inc. from affiliate of Cerberus Capital Management Ltd.; winning stalking horse bid in Anchor Blue Corporation's Chapter 11 case; acquisition of Liz Claiborne's C&C and Laundry business units; winning 363 bid for London Fog Group assets in Chapter 11 case; winning stalking horse acquisition of Tropical Sportswear International Corporation; merger with Salant Corporation; Glenhill Capital Management, LLC: Represented co-sponsor in MBO consortium which purchased Restoration Hardware, Inc. (via cash merger with equity rollover); Westport Resources Corporation: represented of 31% stockholder in stock-for-stock merger with Kerr-McGee Corporation; Navalmar Transportes Maritimos LDA: cash merger with MC Shipping Inc.; Itemus, Inc.: U.S./Canada cross-border acquisition of Digital 4-Sight Corp.; Telefonica, SA: stock-for-stock merger with Lycos, Inc.; iXL Enterprises: merger of equals with Scient Corporation; Polyvision Corporation: represented special committee of independent directors in merger with Steelcase Inc.; GlobalNet, Inc.: stock-for-stock merger with The Titan Corporation; GFI Group, Inc.: stock-for-stock acquisitions of each of Fenics Ltd and GFInet Inc.; recapitalization transactions; ILM Senior Living Inc.: stock and cash election merger with Capital Assisted Living Corporation and related going-private transactions; Silverline Technologies Ltd: stock-for-stock merger with Seranova, Inc.; S. Sugar Corporation: represented special committee of independent directors in announced sale of real estate and business assets to South Florida Water Management District; MetLife Inc.: counsel to special committee of independent directors in auction sale of Stuyvesant Town and Peter Cooper Village; Atari Inc.: represented special committee of independent directors in sale and financing transactions with corporate parent, Infogrames SA; Vie Financial Group, Inc.: represented special committee of independent directors in going-private transaction.; Vocus Inc.: represented board of directors (adoption of rights plan and implementation of other takeover defenses) in connection with hedge fund accumulation of Vocus common stock; Criticare Systems, Inc.: represented incumbent directors in short-slate election contest; Kona Grill Inc.: represented incumbent directors in short-slate election contest initiated by Millroad Capital; Enzo Biochem Inc.: represented incumbent directors in short-slate election contest; Gencor Industries, Inc.: represented incumbent directors in short-slate election contest; Emerging Vision, Inc.: represented incumbent directors in short-slate election contest; Mission Partners, LP: election contest to replace majority of Syntellect, Inc. incumbent directors; Wynnefield Capital Management LLC: various sale process and corporate governance activist Initiatives.; Morgan Joseph Triartisan: financial advisor to Richardson Electronics Ltd's in sale of wireless division to Arrow Electronics Inc.; American Real Estate Partners (Carl Icahn) in acquisition of Lear Corp. and acquisition of substantially all of Federal Mogul's assets in U.S./UK Chapter 11 case; and Fairchild Corporation in sale of industrial fastener business to Alcoa Inc.; Sun Capital, LLC/SF Equities: strategic portfolio investments in The Sharper Image Corporation, Pier 1 Imports, Eddie Bauer Holdings, Inc., Design Within Reach Inc., Wilsons - - The Leather Experts, Nautilus Inc, C&D Technologies, The Finish Line, American & Italian Pasta Co., and Georgia Gulf Corp; Polo Ralph Lauren: counsel to board committee regarding corporate governance matters; Silvercorp Metals Inc.: unsolicited U.S./Canada cross-border exchange offer to acquire Klondex Mines Ltd.; Vitacost Inc: adoption of stockholder rights plan and various structural defenses in response to activist stock accumulation and initiatives; Allied Defense Group: adoption of stockholder rights plan and strategic defense initiatives in connection with activist threats from Pirate Capital; Providence Recovery Partners: activist initiatives in connection with Benihana Restaurants, Inc., Foot Locker and The New York Times; Wireless Telecom Group, Inc.: acquisition of outstanding capital stock of Willtek Communications GmbH; CD Capital Partners, L.P. (co-investor with Jay Pritzker Foundation and Zell Real Estate Partners): activist initiatives facilitating auction and sale of Sunterra Corp.; HIG Capital/Bayside Advisors: acquisition of controlling voting interests in Westaff, Inc. and Milacron, Inc (Ohio Plastics); FTI Consulting, Inc.: acquisition of KPMG's litigation support and dispute advisory businesses; Care Realty LLC: stock and cash acquisition of substantially all of the health care business assets of The MediTrust Companies; Miesrow Financial Group: acquisition of KPMG's corporate recovery practice business; Seitel Inc.: M&A and recapitalization transactions in Chapter 11 reorganization; CarmCo Investments Fund; acquisition of SonicBlue Inc.'s Go-Video' business in Chapter 11 auction; The below representations were handled by Mr. Neimeth prior to his joining Greenberg Traurig, LLP: The Quaker Oats Company: Cash tender offer and merger with Snapple Beverage Corp.; sale of domestic pet foods business to H.J. Heinz Company and Star-Kist Foods, Inc.; sale of Chili and processed beans business to ConAgra Inc./Hunt-Wesson, Inc.; Cendant Corporation (CUC International Inc., as predecessor): Multi-billion dollar stock-for-stock acquisitions of Ideon Group, Inc., Davidson & Associates, Inc., Sierra On-Line, Inc. and Advance Ross Corporation.; General Motors Corporation: Spin-off of Electronic Data Systems and sale of Class E tracking stock; various corporate governance matters.; C. Penney Company, Inc.: Adoption of poison pill, stock buyback and related antitakeover program; leveraged ESOP; note private placement and registration of employee plan interests.; Western Mining Corporation Holdings Limited: Cash tender offer for Grandview Resources Inc.; Merrimac Corporation: Cash tender offer for Catalyst Energy Corporation.; G-I Holdings Inc.: Cash tender offer for U.S. Intec, Inc.; Harvard Industries, Inc.: Cash tender offer for Hayes-Albion Corporation.; Oppenheimer & Co., Inc.: Cash tender offer for Standard Microsystems Corporation by SMC Acquisition Corp.; Royal Oak Mines, Inc.: Hostile tender offer for LAC Minerals Ltd.; GAF Corporation/G-I Holdings, Inc.: Sale of chemical surfactants business to Rhone-Poulenc, S.A.; exchange offer for subordinated debt.; Odyssey Partners, L.P.: financial M&A transactions involving public and private companies.; Pepper Bottling Company of Texas: Tender offer for subordinated debt and consent solicitation.; JPS Textile Group, Inc.: Debt and equity tender offers, exchange offers and consent solicitations; prepackaged bankruptcy reorganization.; Crystal Brands, Inc.: Sale of Gant Corporation to Phillips Van-Heusen; sale to Jones Apparel Group, Inc. of Evan-Picone trademark and licenses; sale and licensing of men's tailored clothing and formal wear businesses to Plaid Clothing Group, Inc., sale of LaCoste Alligator, S.A. to Sporloisirs, S.A. and LaCoste family; bank loan restructuring.; Carson Pirie Scott & Co.: Chapter 11 reorganization.; The Leslie Fay Companies, Inc.: Chapter 11 reorganization.; AMR Corporation/American Airlines, Inc.: Joint bid with Trans World Airlines, Inc. to purchase Pan American Corporation assets in Chapter 11 auction.; Cineplex Odeon Corporation: Management buyout and change-in-control transactions with MCA Corporation.; Olympia & York Development Ltd: Chapter 11 plan of reorganization.; Federated Department Stores: Representation of official creditors' committee in Chapter 11 reorganization.