Capabilities to Provide Legal Services to
Stellar
Michael J. Barker
Hinshaw & Culbertson LLP
Bank of America Tower
50 North Laura Street
Suite 2200
Jacksonville, Florida
904-253-7194
mbarker@hinshawlaw.com
www.hinshawlaw.com
ATTORNEYS AT LAW
50 N. Laura Street, Suite 2200
Jacksonville, FL 32202
T 904-359-9620
F 904-359-9640
www.hinshawlaw.com
June 11, 2010
Ms. Angela B. Ehringer, Esq.
Corporate Counsel
Stellar
2900 Hartley Road
Jacksonville, Florida 32257
Re: Hinshaw & Culbertson LLP’s Capabilities to Provide Legal
Services to Stellar
Dear Angela,
Thank you for the opportunity to present our qualifications to provide legal services to Stellar.
We believe that Hinshaw & Culbertson LLP is ideally positioned to provide you high-quality
representation and hope that you conclude the same.
Set forth below is detailed information about Hinshaw and the firm’s capabilities in various
areas of law, including construction law, corporate matters, general liability litigation,
intellectual property, real estate law and workers’ compensation defense.
FIRM OVERVIEW
Hinshaw offers a full-service, national practice, with an emphasis in litigation, business law and
corporate transactions, environmental, intellectual property, labor and employment law,
professional liability defense, estate planning and taxation matters. We have more than 60
attorneys in four Florida offices and approximately 500 attorneys altogether throughout the
United States. Outside of Florida, Hinshaw maintains offices in: Arizona, California, Illinois,
Indiana, Massachusetts, Minnesota, Missouri, New York, Oregon, Rhode Island and Wisconsin.
The firm has lawyers admitted in a total of 38 jurisdictions..
Hinshaw was founded in 1934. The firm provides legal services to a range of clients within the
construction and development industry and the real estate industry, as well as to design and
engineer professionals and general manufacturing businesses, as to both domestic and
international matters. A complete list of our offices and practice areas is attached at Tab 1.
As a result of our local presence and extensive capabilities, we can handle the full spectrum of
legal matters for Stellar across the United States and internationally as the need may arise. In
utilizing Hinshaw for its legal matters, Stellar would be in a position to:
have a central point of contact for all legal matters , resulting in a streamlined flow of
information between you and counsel;
predict and better estimate legal costs;
Arizona California Florida Illinois Indiana Massachusetts Minnesota Missouri New York Oregon Rhode Island Wisconsin
Hinshaw & Culbertson LLP’s Capabilities to Provide Legal Services to Stellar
June 11, 2010
Page 2
leverage the book of business with counsel in order to obtain set hourly rates for all
matters.
LEGAL CAPABILITIES
Construction Law Practice
Hinshaw has a national construction law practice, representing clients involved in the design,
development, financing, performance and management of major construction projects. These
include architects, engineers, and other design professionals; owners and developers;
construction managers; contractors; subcontractors; equipment suppliers; and insurance
companies and sureties.
Hinshaw provides full-service counsel and advice to construction clients, including assistance
with contract drafting and negotiation; advice during the construction process; environmental
counsel; representation in construction claims and disputes; regulatory compliance counsel;
assistance in bankruptcy matters; and defense in professional liability matters. We also handle
the full range of real estate matters on behalf of construction and development clients.
Hinshaw’s construction law attorneys handle matters nationally and are located in many of the
firm’s offices around the country. In order to provide full-service representation to construction
clients, our construction law attorneys collaborate with other Hinshaw lawyers to provide
support in zoning, financing, insurance and bonding matters, environmental, regulatory, real
estate/leasing and bankruptcy matters.
Transactional Services
We offer a full range of transactional services involving contracting, financing, regulatory and
statutory compliance, and other issues. We counsel our clients through contract bidding,
drafting and negotiation; provide advice regarding performance under contracts; and assist
with private and public project mechanics’ lien and bond claims. We also assist clients in the
procurement of design and construction services, and related contract drafting and
negotiation.
We commonly advise and counsel our construction and development clients on:
Acquisitions and dispositions of Lien Law Compliance
property and materials Mergers and acquisitions
Bankruptcy workouts and protecting Procurement of design and
interests against bankrupt parties construction services, and related
Compliance with environmental laws contract drafting and negotiation
and regulations Regulatory and administrative reviews
Government relations and regulatory Surety bonds
compliance Taxes
Insurance issues
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Hinshaw’s construction attorneys regularly draft and negotiate standard contracts for the
procurement of design and construction services. We are experienced in using and/or
negotiating numerous forms of contracts, including from standard industry and government
sources such as the American Institute of Architects, the Associated General Contractors of
America, the Engineers Joint Contracts Documents Committee, ConsensusDOCS, and the
Construction Management Association of America. We also craft customized documents and,
with a focus on risk management, review contract forms and procedures so that our clients may
avoid claims and protracted litigation.
Construction Litigation and Disputes
Hinshaw’s construction attorneys have handled all of the issues that traditionally arise in
construction projects, whether they involve payment disputes, mechanics’ liens, insurance
coverage, allegations of defective design or construction, changed or unforeseen conditions,
delays, disruptions, loss of productivity or similar claims. We are highly experienced in handling
highly complex matters involving substantial defects in major commercial structures, as well as
personal injury and property damage cases involving construction-related incidents.
We represent both plaintiffs and defendants in construction litigation, including architects,
developers, engineers, general contractors and subcontractors, lenders, owners and suppliers.
We have served as defense counsel in many major catastrophic cases involving loss of life or
serious property damage. As a firm, we are experienced in dealing with insurance companies
and claims adjusters in coverage issues and settlement negotiations.
Cases that we handle on a daily basis involve:
Asbestos and other toxic torts Construction liens
Bankruptcies Disputes among and with contractors
Bond Claims and subcontractors
Breach of contract Environmental, including
Catastrophic injury contamination and allegations of
legal non-compliance
Complex litigation
Insurance
Construction defect claims and
litigation Land use
Construction delays and disruption Products liability
In addition, we represent contractors and others involved in grand jury investigations and
criminal proceedings; and counsel a number of trade associations connected with the
construction industry, providing a broad range of advice on matters of concern to the industry
as a whole.
Architects, Engineers & Design Professionals
Hinshaw has a national practice representing architects, engineers and other design
professionals in transactional as well as a wide range of litigated matters arising from the
design and construction process.
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We have represented the very largest firms as well as solo practitioners in their defense against
breach of contract, construction delay claims, professional negligence, construction defect,
mechanic's liens and personal injury claims. We also represent architects, engineers and design
professionals in cases involving discrimination or deceptive business practices claims.
In addition to providing litigation counsel, we counsel and advise architects, engineers and
design professionals in a host of transactional and operational matters, including drafting and
negotiating construction contracts, evaluating and obtaining insurance policies, and fee
collection. We also provide advice on office practices and policies with the goal of minimizing
risk and liability claims. Additionally, we handle the intellectual property needs of architects,
engineers and design professionals.
Regulatory Compliance
Hinshaw attorneys assist clients in ensuring that they comply with U.S. Occupational Safety and
Health Administration (OSHA) and U.S. Environmental Protection Agency (EPA) regulations. We
provide guidance to clients concerning the scope and application of these regulations; the
liabilities attendant to their activities in ongoing projects; and appropriate responses to issues
arising during inspections or upon the issuance of citations. Hinshaw’s environmental attorneys
assist our construction clients in addressing and resolving environmental liabilities arising from
construction projects and the resulting risk to contractors, engineers, insurance carriers, owners
and sureties.
Surety Law
Hinshaw has deep roots in the surety law field. Our attorneys are experienced in matters
involving:
Appeals bonds Mechanics’ lien discharge bonds
Auto dealer policies Probate bonds
Construction bid, performance and Public officials bonds
payment bonds State, municipal and other public
Custodian bonds entity bonds
Custom bonds Subdivision bonds
Indemnity agreements Warehouse bonds
License and permit bonds Worker’s compensation bonds
Lost instrument bonds
The breadth of our practice allows us to handle our clients’ matters in whatever shape they take
and whatever practice areas are involved.
As leaders in managing the complex issues facing bonding companies, our surety lawyers
counsel and defend sureties in negotiations, mediations, arbitrations and, when necessary,
litigation in local, state and federal jurisdictions, including bankruptcy courts.
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We are skilled in handling the various aspects of contract-bond claims and litigation:
Conducting claim analysis, review, negotiations and documentation
Analyzing options available to mitigate damages, including re-letting and contractor
financing
Negotiating and drafting takeover, security agreements, affirmative claims, liquidating
agreements
Collecting contract balances and pursuing claims under all types of commercial and
miscellaneous surety bonds.
Supported by Hinshaw’s insurance coverage lawyers, professional liability attorneys and
construction law specialists, among others, we regularly craft strategies to shift risks from our
surety clients to others. When presented with the opportunity, our surety attorneys will effect
early remedies and spare our clients the high costs of discovery and pretrial litigation disputes.
If a bankruptcy is involved, we have substantial experience protecting surety clients’ interests
as creditors. When litigation cannot be avoided, our surety attorneys are savvy counselors and
advocates for client’s rights to contract balances, construction trust fund claims, and claims
against architects, sub-contractors, owners and other professionals.
Our trial attorneys are experienced in handling major surety cases before judges and juries. We
also represent clients beyond the negotiated settlement or judgment stage.
We have extensive experience in all areas of subrogation and other recovery litigation,
including contract balance litigation, construction trust fund claims, and indemnification and
exoneration claims. Our experienced appellate lawyers regularly appear in state and federal
appeals courts throughout the country helping to establish important industry-favorable
precedents.
In surety indemnity matters, we focus on maximizing client recovery of any amounts expended
by accurately estimating all recoverables and helping clients limit the costs incurred in
converting the property into cash. We also aggressively pursue indemnity claims against all
institutions and individuals who have contributed to the underlying loss.
Corporate and Business Practice
Hinshaw attorneys have served as trusted legal advisors to businesses in countless matters
since the firm was founded in 1934. We provide comprehensive services to banks and other
financial institutions, closely held and public corporations, general and limited partnerships,
and entrepreneurs in commercial, corporate, regulatory, securities, tax and transactional
matters.
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We partner with our clients and advise them through the myriad legal issues that businesses
confront, including:
Antitrust and unfair competition Mergers, acquisitions and joint
Business and asset transition planning ventures
Corporate, partnership and LLC Out-of-court resolution of disputes
documentation that arise in commercial settings
Debt and capital restructuring for Protection of trade secrets,
financially troubled businesses trademarks and other intellectual
Distribution and franchising property
Entity selection and organization Regulatory compliance
Executive employment and Representation in litigation relating to
compensation commercial disputes
General business advice and planning Shareholder and partner relations
International business transactions Structuring and negotiation of loans
and other credit and commercial
Licensing
transactions
Taxation matters
We assist our clients in developing and implementing far-ranging solutions to various matters.
Corporate, Partnership & LLC Documentation
We represent domestic and multinational businesses from inception to conclusion. In doing so,
we assist with the full range of corporate, partnership and LLC organization and governance
matters, including:
Anticipating the entity’s activities that may have state and federal consequences
Assisting businesses in determining the proper form of organization
Counseling on litigation avoidance, U.S. Securities and Exchange Commission
(enforcement, directors and officers liability insurance and corporate compliance
programs
Developing pension plan policies and disclosure documents
Drafting documents, such as bylaws and articles, partnership agreements and limited
liability company agreements
Preparing audit committee charters and internal procedures
Mergers & Acquisitions
Hinshaw's corporate attorneys have orchestrated numerous mergers and acquisitions. In doing
so, we have handled all aspects of such transactions, including issues relating to compliance
with federal and state securities laws and regulations, and issues relating to the Employee
Retirement Income Security Act (ERISA), environmental, labor and employment, and tax
matters.
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We have extensive experience in many different types of mergers and acquisitions, including
those involving a series of bidders for both privately held and publicly traded companies. We
have developed bid packages and participated in the due diligence process of evaluating the
bidders.
As lead transaction counsel, we have served clients in many industries. We have had
responsibility for due diligence review, and are fully qualified to handle all related corporate,
bankruptcy, ERISA/employment, tax and securities issues. We also counsel clients on antitrust
and related Hart-Scott-Rodino issues.
Our corporate attorneys are also experienced in the negotiation, drafting and workout of
various types of joint venture and partnership arrangements. We have assisted in joint
marketing and distribution agreements; joint technology development agreements; joint
venture cable development, financing and operations; major land use development
partnerships; healthcare alliances; and a major racetrack development and financing; to name
but a few.
General Liability Litigation Practice
Hinshaw has a large, national general liability practice comprised of experienced trial attorneys
located across the firm's offices. We defend corporations, insurance companies, partnerships
and individuals in claims and suits alleging bodily injury or damage to property as a result of
industrial, motor vehicle, and premises liability accidents, as well as against intentional tort
claims such as those alleging assault and battery, conversion, defamation, false imprisonment,
fraud, malicious prosecution, and tortuous interference with business relationships.
We defend clients in claims and suits arising by reason of alleged violations of regulations
and/or statutes, including inquiries brought by the U.S. Department of Transportation and
OSHA, and other federal and state governmental agency civil and criminal investigations. We
have extensive experience in general negligence involving personal injury claims and cargo
disputes.
Clients we represent in such litigation vary and include manufacturers, contractors, developers,
lessors and lessees of industrial and commercial properties, distributors, managers,
municipalities, property owners, retailers and restaurateurs. We also work closely with the
insurers, captive insurers, self-insurance plans, insurance brokers, and third-party claims
administrators serving these entities.
When Hinshaw was founded, our firm’s reputation was built through the representation of
insurance carriers and their insureds in the litigation and trial of general liability matters. While
Hinshaw has a substantially broadened scope of practice, representing a variety of clients in
most areas of law, we continue to enjoy a national reputation in the litigation and trial of
general liability and other tort matters.
Our litigators believe that early and thorough investigation and discovery are the key
ingredients for the successful resolution of general liability matters, whether by way of
Hinshaw & Culbertson LLP’s Capabilities to Provide Legal Services to Stellar
June 11, 2010
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settlement, trial or appeal. We are also skilled in alternative dispute resolution techniques, and
successfully arbitrate and mediate diverse matters.
In addition to providing experienced trial counsel, we supply advice and counsel to clients in
risk prevention methodologies. We take an aggressive approach in identifying matters that are
likely to be problematic for clients, and offer recommendations leading to the expeditious
resolution of such matters. Our general liability attorneys also provide advice with regard to the
interpretation of liability insurance policies to assist clients in their efforts to obtain coverage.
Hinshaw serves as national and regional litigation and trial counsel for a number of clients,
managing the preparation of pleadings, written discovery, production of documents, and
preparation and defense of witnesses in general liability matters. We offer advice and support
for litigation and trial management programs, and regularly present and write on general
liability issues.
Intellectual Property Practice
Hinshaw’s intellectual property group attorneys have vast transactional and litigation
experience in nearly every area of intellectual property law.
Copyrights
Our copyright experience runs deep. We have especially broad capabilities regarding
architectural subjects, publishing issues and as to negotiating software license agreements.
Our services include:
Assisting with copyright registrations
Drafting cease and desist letters, and writing responses to them
Evaluating shrinkwrap and clickwrap agreements
Investigating and obtaining clearances where appropriate
Litigating copyright issues
Negotiating licensing and ownership agreements, including issues of “work made for
hire” and assignments
Patents
We have handled a wide range of patent-related matters (with the exception of patent
prosecutions). Specific activities that we have engaged in include, for example:
Litigation and pre-litigation activities of patent infringement claims;
Negotiating patent license agreements
Participating in evaluation of patentability and of potential for infringement
Preparing employee agreements that comply with state Patent Employee Act
requirements
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Trademarks
We provide a full range of services in trademark and related areas, including all phases of
applications and prosecutions. We also represent clients in litigation and pre-litigation matters.
Our services include:
Assisting start-up companies in selecting corporate names and trademarks
Evaluating First Amendment issues
Evaluating issues arising out of electronic re-publishing, including Tasini questions, and
negotiating license agreements accordingly
Litigation and pre-litigation activities in areas of: cybersquatting; domain name disputes;
trademark dilution and infringement; unfair competition and false advertising claims;, and
claims under the Indian Arts & Crafts Act
Negotiating and documenting ownership transfers and licensing agreements
In addition to resolving disputes in federal and state courts, we have appeared in matters
pending in World Intellectual Property Organization and other Uniform Domain-Name Dispute-
Resolution Policy forums. We have also represented clients before the U.S. Trademark Office
and the Trademark Trial and Appeal Board.
Trade Secrets
Our intellectual property and employment law groups work together to counsel our clients on
employee agreements and appropriate methods to protect trade secrets. We also provide
advice on employee movement, where there exists the potential that incoming or outgoing
employees might bring or take trade secret information with them. In this area, we have:
Litigated trade secret misappropriation claims
Prepared employee trade secret and non-competition agreements
Provided trade secret audits and advice to clients regarding how to maximize protection
of confidential information
Right of Publicity
Hinshaw attorneys have provided advice and litigated issues involving the right of publicity and
the right of privacy. Examples of some of the activities with which we have assisted include:
Evaluating the scope of releases needed
Evaluating the scope of rights of non-famous persons whose images appear in
advertising or other photos, and in video games
Negotiating licenses with NASCAR drivers for use of images and persona for a charitable
organization
Insurance
Hinshaw is ideally situated to handle the insurance challenges that are often raised by
intellectual property claims. In doing so, our intellectual property group attorneys work
Hinshaw & Culbertson LLP’s Capabilities to Provide Legal Services to Stellar
June 11, 2010
Page 10
collaboratively with our insurance coverage lawyers. We routinely litigate declaratory
judgments involving insurance coverage for intellectual property claims, and review proposed
insurance policies and programs regarding whether they provide the sought coverage for
potential claims.
Real Estate Practice
Hinshaw provides a full range of commercial real estate services. These services include
assisting clients in navigating the complex environment in which real estate transactions occur,
handling complex real estate-related litigation matters, and selecting and organizing the most
appropriate real estate entity, whether it is a limited partnership or a limited liability company.
Additionally, Hinshaw is an agent of several national title insurance underwriters.
Hinshaw's real estate practice group primarily provides services in four areas: development,
management, governmental regulation and lending activities. Group members also draw upon
the expertise of others in the firm to provide a comprehensive approach to clients’ specific
needs and bring to each transaction that combination of skills necessary to solve a given real
estate matter.
Representing Developers
In representing developers, we provide assistance in acquiring vacant property, processing the
zoning applications, negotiating infrastructure agreements, negotiating with lenders on the
borrower’s behalf, negotiating leases with prospective tenants and disposing of completed
projects. Representative transactions with which we have assisted have involved:
Acquisition and disposition of hotels
Large industrial subdivisions
Large, multipurpose athletic facilities
Leasing and other development of mixed use, urban redevelopment projects
Office condominium parks
Shopping center redevelopments
Management Activities
Our real estate attorneys represent owners of developed real estate, such as hotels, industrial
parks, office buildings and shopping centers. While we often represent clients in such varied
activities as commercial evictions and code enforcement actions, we are primarily involved in
the preparation and negotiation of commercial leases. In the aggregate, we are responsible for
leasing activities arising in a portfolio of real estate that exceeds four million square feet of
rentable space.
Governmental Regulations
Hinshaw's governmental regulation practice includes a full spectrum of the interface of local
government with real property owners. We represent property owners in seeking to have
property re-zoned or seeking other relief from the application of zoning ordinances. We also
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June 11, 2010
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represent property owners in responding to government actions involving environmental laws
and in responding to governmental claims of violations of building and zoning codes.
Representative transactions we have handled include:
Representing a city in tax increment financing arrangements concerning the development
of a casino complex and other residential and commercial developments
Representing a hospital in re-zoning its campus as a planned development to
accommodate a medical office building and a future hospital
Representing an office building in modifying its parking variations and “land banked”
parking spaces
Representing a public entity in the redevelopment of lakefront property
Representing a skyscraper building owner in a city’s enforcement actions that resulted
from an accident involving a scaffold blown off the building during a storm
Representing a village in litigation involving the interrelationship of its zoning ordinance
and the Americans with Disabilities Act
Lending
Hinshaw’s real estate lending practice evolves around the representation of insurance
companies and banks. On behalf of insurance companies, Hinshaw attorneys handle traditional,
non-recourse long-term loans placed with the firm's clients through mortgage bankers. We
write loan documents, review titles and surveys, and review the borrower’s organizational and
other due diligence materials. We provide similar services to the firm's bank clients as well as
write construction loan agreements and interact with borrower’s counsel to address
construction issues.
Representative transactions we have handled include:
Credit enhancements for taxable and non-taxable bond issuances
Development loans for condominium conversions, including the financing of the
acquisition of existing U.S. Department of Housing and Urban Development (HUD) loans
and the physical conversion of the apartment complex to condominiums
Ground lease construction loans for hotels, including intercreditor and participation
arrangements
Mortgage loans for skyscrapers
Mortgage loans for multiple industrial properties
Workers’ Compensation Defense Practice
Hinshaw has a unique and nationally renowned workers' compensation defense practice. We
offer a full range of services to self-insured employers and insurance companies, including
litigation defense, risk management programs and consulting services. We serve as national or
regional counsel to many clients in addition to representing others on a statewide basis. We
can staff and defend both high volume and unique workers' compensation litigation.
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For more than 40 years, we have assisted clients in claims before state industrial commissions,
common law and appellate courts. We have handled some of the most complex and high
financial exposure workers' compensation, class action and third-party liability cases involving
fatalities, catastrophic injuries and toxic tort exposures.
With an active third-party litigation practice, we routinely represent employers in common law
courts. These proceedings often involve third-party actions that impact workers' compensation
liens and subrogation recoveries. We also defend federal, state and municipal civil rights
litigation, labor/union matters, employee safety matters in both state and federal forums, and
employee statutory claims in state court. We appear before administrative agencies including
OSHA, the U.S. Equal Employment Opportunity Commission (EEOC) and the National Labor
Relations Board (NLRB).
We provide comprehensive risk management programs and safety related legal advice to
clients across the country that have relied on Hinshaw to develop return-to-work programs and
risk management plans. We also present seminars for employers, insurers, brokers, and third
party claims administrators on workers' compensation, occupational disease and
employment/risk management issues. Finally, we conduct audits for third-party claims
administrators on a regional and national basis to assure consistent and cost effective defense
and management of a variety of employment-related claims and issues.
PROPOSED CORE TEAM MEMBERS
Hinshaw is prepared to dedicate a core team of attorneys to represent Stellar. It would be led
by me, Michael J. Barker. I would ensure that you remain highly satisfied with the quality of the
firm’s legal work and service. I would also ensure appropriate staffing of matters, and generally
oversee that all Hinshaw attorneys handling your legal matters understand Stellar, your legal
matters, litigation strategy and outside counsel guidelines.
The lawyers listed below would likely serve as “core” members on the team. Final selection of
these or others for the team will depend on our detailed discussions with you.
Attorney Designated Area
Michael J. Barker Lead for Stellar Relationship; Construction and Real Estate
Eliot C. Abbott Corporate and Business Law
Jennifer L. Armstrong Workers’ Compensation
Evan D. Brown Intellectual Property
Charles G. Geitner Intellectual Property; Corporate and Business Law
Ross H. Manella Real Estate
Lewis J. Rotman Real Estate
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Geoffrey D. Sessions General Liability
Kevin R. Sido Construction
Timothy M. Sullivan Corporate and Business Law
H. Keith Thomerson General Liability
Cheryl Wilke Workers’ Compensation
Daniel A. Zabludowski Corporate & Business Law
Complete biographical sketches for these proposed core team members are attached at Tab 2.
This proposed core team of attorneys will work with you and select and lead other Hinshaw
lawyers, as needed, to provide high levels of service and expertise on a given matter.
PROPOSED RATES
We are dedicated to providing Stellar with the highest level of service and value for our fees in
all matters that we handle on your behalf. Typically, our attorneys’ hourly billing rates are
commensurate with their experience, expertise and market value. Our proposed hourly rates
are listed below:
Workers’ Compensation
Position Hourly Rate
Partner $190
Associate $160
Paralegal $75 - $100
All Other Matters
Position Hourly Rate
Partner $290
Associate $180 - 225
Paralegal $75 - $100
For any matters on which an insurance carrier would be responsible for fees, rates would be as
agreed to between the carrier and the firm.
NEXT STEPS
Hinshaw greatly appreciates the opportunity to provide detailed information as to our
capabilities to provide legal assistance to Stellar. In the coming days, I will contact you to
Hinshaw & Culbertson LLP’s Capabilities to Provide Legal Services to Stellar
June 11, 2010
Page 14
follow up with you and answer any questions you may have. In the meantime, should you need
to reach me, or if you would like to discuss Hinshaw’s capabilities further, I can be reached
directly at: 904-253-7194 or mbarker@hinshawlaw.com.
Very truly yours,
HINSHAW & CULBERTSON LLP
Michael J. Barker
mbarker@hinshawlaw.com
MJB:jp
cc: Ron Foster, Jr.
Tab 1
Our Firm & Practices
Hinshaw & Culbertson LLP is a national law firm with approximately 500 lawyers in 24 offices. We offer a full-
service practice, with an emphasis in litigation, business law and corporate transactions, environmental, intellectual
property, labor and employment law, professional liability defense, estate planning and taxation matters. Our
attorneys provide services to a range of for-profit and not-for-profit clients in industries that include alarm and
security services, construction, financial services, health care, hospitality, insurance, legal, manufacturing, real estate,
retail and transportation. Our clients also include government agencies, municipalities and schools.
Hinshaw was founded in 1934 and is headquartered in Chicago. We have offices in 12 states: Arizona, California,
Florida, Illinois, Indiana, Massachusetts, Minnesota, Missouri, New York, Oregon, Rhode Island and Wisconsin.
Our Services
Accountant’s Liability Insurance Agents & Brokers E & O
Appellate Intellectual Property
Architects & Engineers Liability Labor & Employment
Banking & Financing Legal Malpractice
Bankruptcy & Creditors’ Rights Medical Malpractice
Class Action Litigation Mergers & Acquisitions
Civil Rights Defense Municipal Liability
Commercial Litigation National and Regional Litigation Programs
Construction Law Personal Injury Defense
Corporate and Business Law Public Law
Director & Officer Liability Products Liability Litigation
Employee Benefits Professional Liability
Environmental Regulatory
ERISA Litigation Real Estate
Estate Planning Real Estate Agents & Brokers E & O
Extra Contractual Liability School Law
Fidelity & Surety Securities
General Liability Litigation Taxation
Government Transportation
Health Care White Collar Crime
Insurance Coverage Workers’ Compensation Defense
Insurance and Reinsurance
Industries We Serve
Accounting Heath Care
Alarm & Security Services Hospitality
Architects, Engineers & Design Professionals Insurance
Banking & Financial Institutions Legal
Construction Long-Term Care & Senior Housing
Distribution & Warehousing Manufacturing
Education Real Estate
Gaming Retail
Government Transportation
1-800-300-6812
info@hinshawlaw.com
www.hinshawlaw.com
Office Locations
Main Office Illinois Minnesota
222 North LaSalle Street 521 West Main Street 333 South Seventh Street
Suite 300 Suite 300 Suite 2000
Chicago, Illinois 60601 Belleville, Illinois 62222 Minneapolis, Minnesota 55402
312-704-3000 618-277-2400 612-333-3434
156 North Main Street
Arizona Missouri
Suite 206
3200 North Central Avenue Edwardsville, Illinois 62025 701 Market Street
Suite 800 618-655-0342 Suite 1300
Phoenix, Arizona 85012
St. Louis, Missouri 63101
602-631-4400 14 West Cass Street
314-241-2600
Third Floor
California Joliet, Illinois 60432
815-726-5910 New York
11601 Wilshire Boulevard
780 Third Avenue
Suite 800 4343 Commerce Court Fourth Floor
Los Angeles, California 90025 Suite 415 New York, New York 10017
310-909-8000 Lisle, Illinois 60532 212-471-6200
One California Street 630-505-0010
18th Floor 416 Main Street Oregon
San Francisco, California 94111 Sixth Floor 1000 SW Broadway
415-362-6000 Peoria, Illinois 61602 Suite 1250
309-674-1025 Portland, Oregon 97205
Florida 503-243-3243
100 Park Avenue
One East Broward Boulevard
P.O. Box 1389
Suite 1010 Rhode Island
Rockford, Illinois 61105
Ft. Lauderdale, Florida 33301
815-490-4900 155 South Main Street
954-467-7900
Suite 304
400 South Ninth Street
Bank of America Tower Providence, Rhode Island 02903
Suite 200
50 North Laura Street 401-751-0842
Springfield, Illinois 62701
Suite 2200
217-528-7375
Jacksonville, Florida 32202 Wisconsin
904-359-9620 Indiana 100 West Lawrence Street
9155 South Dadeland Boulevard 322 Indianapolis Boulevard Appleton, Wisconsin 54911
Suite 1600 Suite 201 920-738-7550
Miami, Florida 33156 Schererville, Indiana 46375
100 East Wisconsin Avenue
305-358-7747 219-864-5051
Suite 2600
100 South Ashley Drive Milwaukee, Wisconsin 53202
Suite 500
Massachusetts 414-276-6464
Tampa, Florida 33602 One International Place
813-276-1662 Fort Hill Square, Third Floor
Boston, Massachusetts 02110
617-213-7000
1-800-300-6812
info@hinshawlaw.com
www.hinshawlaw.com
Tab 2
Michael J. “Mike” Barker
Partner, Jacksonville
904-253-7194
mbarker@hinshawlaw.com
Practice Focus and Client Representations
Mike Barker represents the real estate, construction, banking
and hospitality industries in both transactional and litigation
matters. Primarily, he focuses on helping complete real estate
transactions and he assists in resolving real estate disputes, title
Practice Areas insurance claims and construction disputes as they arise.
Real Estate & Lending On the transactional side of his practice, Mr. Barker represents
Business & Commercial lenders, sellers, purchasers, developers, contractors, and
Transactions landlords and tenants in commercial and residential real estate
Commercial Litigation transactions, contracts, loan documentation, leases and
construction contract negotiations.
Corporate, Partnership & LLC
Documentation On the litigation side, he represents contractors, trades, owners,
developers, sureties and lenders in construction-related
disputes. He also represents clients in general business and
Industries commercial litigation, real estate litigation and probate matters.
Real Estate In addition, Mr. Barker represents lenders in the documentation
Construction of loans secured by real estate, and has handled a number of
cases involving the disposition of real property assets obtained
Architects, Engineers & Design through the foreclosure process. He has worked with lenders
Professionals involved in complex foreclosure efforts, including defense of
Banking & Financial Institutions lender liability counter claims.
Hospitality
Professional Background
Education Mr. Barker is a Jacksonville native and joined Hinshaw &
Culbertson LLP in June 2009. Previously, he was the founding
J.D., Loyola University New shareholder of Barker & Barker, P.A., which was started in 2001.
Orleans College of Law, 1999
Mr. Barker is board certified in construction law by The Florida
B.A., Political Science, Bar Board of Legal Specialization and Education. He is a
University of Florida, 1996 member of The Florida Bar (Construction Law Committee, Real
Property Probate and Trust Law Section), Jacksonville Bar
Association (Commercial Litigation Section) and the American
Bar Admissions
Bar Association. He is also a member of numerous professional
Florida (1999) organizations that support the real estate and construction
U.S. District Courts, Northern, industries, which include, the Northeast Florida Association of
Middle and Southern Districts of Realtors, Northeast Florida Builders Association, Associated
Florida (2000) Builders & Contractors, and The Associated General Contractors
of America.
He holds the BV® Peer Review Rating from Martindale-Hubbell
for ethics and legal ability.
Publications and Presentations
Mr. Barker frequently conducts lectures and continuing education
seminars for the various areas of law in which his practice is
focused.
Construction Law
Eliot C. Abbott
Partner, Ft. Lauderdale
954-375-1198
eabbott@hinshawlaw.com
Practice Focus and Client Representations
Eliot Abbott has decades of experience in domestic,
international, private and public business transactions in a
variety of areas, including telecommunications, Internet
commerce, real estate development and construction,
Practice Areas international distribution and project finance. He advises clients
Real Estate & Lending on matters regarding planning, tax, contracts, financial and
Corporate & Business compensation planning, mergers and acquisitions, and exit
Transactions strategies.
Taxation Mr. Abbott also counsels senior and mezzanine lenders as well
as equity participants regarding maximizing return on invested
Corporate, Partnership & LLC capital, borrower bankruptcy, negotiation and resolution of inter-
Documentation creditor disputes, successor developer liability, and rights and
Mergers & Acquisitions responsibilities arising out of contracts held by developers.
Mr. Abbott has substantial experience in distribution agreements
Industries (both for domestic and international entities), including past
experience with Snapple, and Coca-Cola and one of its bottlers.
Banking & Financial Institutions Additionally, he has worked with a group who had extensive
Construction negotiations with Coca-Cola regarding the opening of a bottling
Real Estate facility in Cuba.
Distribution & Warehousing
Telecommunications Professional Background
Mr. Abbott joined Hinshaw & Culbertson LLP in February 2010.
Previously he was a partner in the Miami office of Ruden
Education McClosky, and prior to that, he was a member of Kluger Peretz
Kaplan & Berlin. Mr. Abbott is a past director of a NYSE telecom
LL.M., Taxation, University of
construction company and an Amex health care company.
Miami School of Law, 1976
Mr. Abbott holds the AV® Peer Review Rating from Martindale-
J.D., University of Florida Levin
Hubbell, its highest rating for ethics and legal ability.
College of Law, 1973
In addition, he has been named to the Super Lawyers list in
B.S.B.A., University of Florida,
multiple years by Florida Super Lawyers magazine and has been
1971
recognized and included on a number of lists by a variety of
publications, including:
Bar Admissions • “Top Lawyer in South Florida” for Corporate, Business and
Florida (1974) Real Estate Law, South Florida Legal Guide, 2010 and 2007
New York (1983) • “Top Dealmaker of the Year,” Daily Business Review, 2007
• “Legal Elite,” Florida Trend Magazine
• “Florida Top Lawyer,” Florida Monthly
• “Best of the Bar,” South Florida Business Journal
Jennifer L. Armstrong
Partner, Jacksonville
904-253-7146
jarmstrong@hinshawlaw.com
Practice Focus and Client Representations
Jennifer Armstrong focuses her litigation practice in commercial
litigation, toxic tort litigation, insurance coverage matters,
premises liability, automobile negligence and the defense of
workers’ compensation matters.
Practice Areas
Ms. Armstrong has a substantial background in the insurance
Labor & Employment industry, and her extensive knowledge of claims handling
Workers' Compensation practices often provides insights that enhance her litigation
Defense strategy.
Toxic Tort
Insurance Coverage Professional Background
Premises Liability Ms. Armstrong joined Hinshaw & Culbertson LLP in December
1997.
National & Regional Litigation
Programs She is a member of The Florida Bar and the Jacksonville Bar
Association. Before she entered the practice of law, Ms.
Armstrong was employed at Liberty Mutual Insurance for several
Industries years in claims management.
Insurance
Hospitality Publications and Presentations
Retail Ms. Armstrong speaks regularly on the subject of workers’
compensation. Some of her presentations include:
Construction
• “Workers' Compensation: Unconventional Options Under the
New Law and Alternative Causes of Action for Attorney's
Education Fees and Costs from a Defense Perspective," The Florida
J.D., University of Miami School Bar, May 2005.
of Law, 1995 • “Medicare Set Asides,” The Florida Bar’s Workers’
M.I.B.A. (International Business Compensation Winter Meeting and Seminar, Lake Tahoe,
Administration), Nova Nevada, February 2005.
University, 1992 • “2003 Changes to Florida Workers' Compensation," North
B.A., Eckerd College, 1988 Florida Chapter, RIMS, Jacksonville, Florida, October 2004;
and North Florida Chapter of WEB, July 2004.
Bar Admissions
Florida (1996)
U.S. District Court, Southern
District of Florida (1996)
U.S. Court of Appeals, Eleventh
Circuit (1996)
U.S. Supreme Court (2001)
Evan D. Brown
Associate, Chicago
312-704-3757
ebrown@hinshawlaw.com
Practice Focus and Client Representations
Evan Brown’s practice is focused on both litigation and
transactional matters involving intellectual property and
technology. His clients range from innovative technology
development firms to professional athletes.
Practice Areas
As an experienced copyright and trademark lawyer he frequently
Commercial Litigation advises clients on issues relating to the distribution of content
Copyright & Trademark Law over the Internet, with special emphasis on technology licensing
Internet Law and acquisition, online branding, website development,
prepublication review and domain name issues. In addition, Mr.
Brown assists Internet-based clients in managing the risk of
Education secondary liability for the actions of their users, with particular
J.D., University of Denver focus on the safe harbor provisions of the Digital Millennium
College of Law, 2000; Online Copyright Act, as well as the Communications Decency Act.
Editor, Denver Journal of Mr. Brown also applies his technological acumen as a member
International Law and Policy; of the firm’s Electronic Discovery Response Team, providing
Semifinalist, Hoffman Cup Moot analysis and guidance in litigation matters involving the need for
Court Trial Competition; Vice preservation, review and production of electronically stored
President, Christian Legal information.
Society Mr. Brown is the author and publisher of InternetCases.com, a
A.B., Philosophy, Wabash blog that tracks current developments in Internet and technology
College, 1997 law.
Bar Admissions Professional Background
Illinois (2002) Mr. Brown joined Hinshaw & Culbertson LLP in January 2006.
Previously he was for three and a half years an associate with
Colorado (2001) Davis McGrath LLC in Chicago, focusing on copyright and
U.S. District Court, Northern trademark law. Upon graduation from law school, Mr. Brown
District of Illinois (2003) worked as an attorney editor with Lexis-Nexis, and was in private
practice for one year in Denver, Colorado. During law school, Mr.
Brown served a series of clerkships with multiple firms in Denver.
Mr. Brown is the Chair of the Chicago Bar Association’s
Cyberlaw and Data Privacy Committee. He is also a member of
the Chicago-Lincoln Inn of Court. He is a past member of the
Intellectual Property Law Association of Chicago (IPLAC) and
former chair of its Internet Law Committee.
Publications and Presentations
Mr. Brown writes a monthly case law column for Aspen
Publishing’s Journal of Internet Law. In addition, he has been
quoted and featured in articles published by Law.com,
BusinessInsurance.com, Chicago Tribune (and its Redeye
edition), Chicago Daily Law Bulletin, Chicago Lawyer, Echo
Magazine, CBA Record, Inside Counsel, InfoWorld, Los Angeles
Daily Journal, Wired Magazine and Chicago Decider.
His other publications include:
• “Do Not Let the Convenience of Email Destroy the Attorney-
Client Privilege,” E-Discovery column, IDC Quarterly,
Second Quarter 2009.
• “Schools and Social Media: First Amendment Issues Arising
from Student Use of Social Media,” co-author, Intellectual
Property & Technology Law Journal, Aspen Publishers, April
2009.
• “Online Copyright Infringement Presents Special Issues,”
The Brief, a publication of the DuPage County Bar
Association, October 2008.
• “Immunity Under the Communications Decency Act:
Effective Defense Tool for Internet-based Tort Claims,” The
Business Suit, a publication of the Defense Research
Institute’s Commercial Litigation Committee, March 2007.
• "The Letter of the Law Part II: Copyright Protection for your
Projects," Creative Techniques Magazine, Winter 2006.
• “Secondary Liability for Hotspot Operators," Journal of
Internet Law, Aspen Publishers, September 2006.
• “Summary Judgment Denied in a Case of Creative
Typosquatting,” CircleID, online journal, September 6, 2006.
• “The Letter of the Law Part I: Copyright Protection for your
Projects,” co-author, Creative Techniques, Fall 2006.
• “In Rem Domain Name Proceeding: Sometimes ‘may’
Means ‘must’,” CircleID, online journal, July 27, 2006.
• "Macabre Result Avoided in Mortician Domain Name Case,”
CircleID, online journal, June 21, 2006.
• “Trademark Law Can Protect Your Podcast’s Name,” ID3
Podcast Magazine, April 16, 2006.
Mr. Brown is also a frequent speaker on topics relating to the use
and distribution of intellectual property on the Internet. His
presentations include:
• “Internet Marketing in the 21st Century: Are You LinkedIn?”
DRI Annual Meeting, Chicago, Illinois, October 2009.
• “Schools and Social Media: First Amendment Issues Arising
from Student Use of the Internet,” DuPage County Regional
Office of Education, Wheaton, Illinois, May 2009.
• “Copyright Law,” guest lecturer, DePaul University College of
Computing and Digital Media, Chicago, Illinois, February
2009.
• “Facebook Licensing,” On Digital Media podcast guest,
February 2009.
• “Twitter Copyright Issues,” This Week in Law podcast guest,
February 2009.
• “Open Source Software – Traditional Copyright in Innovative
Models,” 53rd Annual Intellectual Property Law Conference,
Chicago, Illinois, February 2009.
• “Five Reasons for Lawyers to Use Social Media,” afternoon
seminar, Chicago Bar Association’s Law Practice &
Technology Committee, Chicago, Illinois, January 2009.
• “Blog Now, Pay Later – Legal Issues Concerning Social
Networking Sites,” Illinois Association of School Boards,
Annual Conference, Chicago, Illinois, November 2008.
• “Irreparable Harm in the Context of Open Source
Infringement Litigation,” Chicago-Kent College of Law
Intellectual Property Law Society, Chicago, Illinois,
November 2008.
• “Copyrights 101,” Hinshaw and Defense Research Institute
Commercial Litigation Committee webconference,
“Intellectual Property Law,” Chicago, Illinois, August 2008.
• “Starting Up: What’s the Deal with Legal and Accounting?”
TECH Cocktail Conference, Chicago, Illinois, May 2008.
• “Intellectual Property 101: Trademark Law,” LexisNexis CLE,
Harpo Productions, Inc., Chicago, Illinois, May 2008.
• “Intellectual Property in a New Media World,” Chicago
Women in Publishing, Chicago, Illinois, April 2008.
• “Podcasting for Lawyers,” Chicago Bar Association,
Chicago, Illinois, March 2008.
• “Copyright for the Congregation,” Evangelical Lutheran
Church of America Congregational Resource Event, Malta,
Illinois, March 2008.
• “Some Ediscovery Vignettes,” Chicago-Lincoln Inn of Court,
Chicago, Illinois, January 2008.
• “Content Licensing: Some Modern Issues,” LexisNexis
teleseminar, January 2008.
• “Rights and Ownership on the Modern Web,” LexisNexis
CLE program for Harpo Productions, Inc., Chicago, Illinois,
September 2007.
• “YouTube and Copyright,” 51st Annual Conference on
Intellectual Property Law, The John Marshall Law School,
Chicago, Illinois, February 2007.
• “Tortious Web Postings, Who’s Responsible?” Chicago Bar
Association, Chicago, Illinois, December 2006.
• "The YouTube Copyright Controversy," Loyola University
Chicago School of Law, Chicago, Illinois, November 2006.
• “Liability Issues Arising from Blogs as a Publishing Medium,”
Law Seminars International conference, “Blog Law: Legal
Issues, Liabilities and New Opportunities,” New York, New
York, November 2006.
• “Blogging Liability: Legal Issues to Watch for Online,”
Second Chicago Blogger Meet-Up, Chicago, Illinois,
September 2006.
• “Podcasting: What is it and How Does it Work?” Phi Beta
Kappa Association of the Chicagoland Area, Chicago,
Illinois, September 2006.
• “Blogging and Defamation,” Law Seminars International’s
“Blog Law & Blogging for Lawyers: New Legal Issues and
New Opportunities” conference, San Francisco, California,
April 2006.
• “Constitutional Issues at the Intersection of Law and
Technology,” Chicago-Lincoln Inn of Court, Chicago, Illinois,
March 2006.
• “Intellectual Property Issues Related to Blogging,” Young
Lawyers Section of the Intellectual Property Committee of
the Chicago Bar Association, Chicago, Illinois, March 2006.
• “Google Print and Fair Use,” panel discussion, The John
Marshall Law School, Chicago, Illinois, November 2005.
• “Basic Issues of Copyright Law,” Illinois professional
engineers seminar, HalfMoon Seminars, Wheaton, Illinois,
September 2005.
Charles G. Geitner
Partner, Tampa
813-868-8837
cgeitner@hinshawlaw.com
Practice Focus and Client Representations
Charles “Chuck” Geitner represents business clients in a variety
of complex commercial disputes and regulatory matters. His
clients include auto retailers, banks, warranty companies,
manufacturers, members of the insurance industry and medical
Practice Areas equipment and information technology companies.
Commercial Litigation As Florida counsel for a Fortune 500 auto retail group, and in
Class Action Litigation representing various auto dealerships throughout the state, Mr.
Intellectual Property Geitner has substantial experience advising these businesses in
the areas of finance, warranty and insurance sales and
Products Liability regulatory compliance with state agencies that oversee their
Professional Liability business operations. In addition, he advises dealerships with
Director & Officer Liability respect to satisfying advertising, transaction disclosure and titling
statutes and regulations. Moreover, he litigates on their behalf,
defending them against products liability claims, protecting their
Industries franchise rights and defending these businesses against class
Manufacturing actions.
Information Technology With respect to intellectual property, Mr. Geitner advises and
assists businesses in protecting their trademarks, service marks
Banking and Finance and trade secrets, and structures contracts with employees who
Insurance handle sensitive, confidential business information. He also
litigates claims on behalf of and defends businesses in matters
Auto Dealership
involving their patents, copyrights and trademarks.
Mr. Geitner has defended insureds for Chubb Group of Insurers
Education in the areas of officer and director liability, errors and omissions
J.D., cum laude, Stetson claims (usually for software and financial services industry
University College of Law, 1996; members) and professional malpractice claims.
Notes and Comments Editor, In the course of resolving litigation between commercial parties
Law Review; Member, Moot and their shareholders, Mr. Geitner often assists his clients in
Court Board restructuring their corporate form to facilitate reaching an
B.S., summa cum laude, amicable settlement.
Business Administration
Accounting / Finance, University
Professional Background
of Central Florida, 1990
Mr. Geitner joined Hinshaw & Culbertson LLP as a partner in
May 2009 after leaving Broad and Cassel, where he was a
Bar Admissions partner and co-chair of the firm’s automotive industry team.
Florida (1996) Prior to his legal career, he worked for First Union National Bank
(Wachovia), where he was a bank manager and loan officer.
U.S. District Courts, Middle
(1996), Northern (2006) and Mr. Geitner is a member of The Florida Bar, Hillsborough County
Southern (2008) Districts of Bar Association and the Florida Automobile Dealers Association.
Florida In addition, he is a member of National Association of Dealer
Counsel and was a past chair of its finance and Insurance
U.S. Court of Appeals, Eleventh
Section.
Circuit (2000)
U.S. Bankruptcy Court, Middle
District of Florida (1996)
Community Service Activities
Mr. Geitner’s activities include:
• Board Member IT Florida
• Board Member Florida 2.0 Initiative
• Member Leadership Tampa 2009 (Tampa Chamber of
Commerce)
• Moot Court Judge - Stetson Environmental Law Moot Court
Competition
Ross H. Manella
Partner, Ft. Lauderdale
954-375-1138
rmanella@hinshawlaw.com
Practice Focus and Client Representations
Ross Manella has more than 25 years of experience
representing domestic and international clients in the areas of
commercial and residential real estate, mortgage transactions,
corporate and commercial matters, and domestic and offshore
Practice Areas incorporations.
Real Estate Mr. Manella's real estate practice includes the representation of
Corporate Organization & developers and commercial investors in land acquisitions;
Governance shopping center acquisitions and sales; as well as sales and
acquisitions of multi-family apartments. He represents numerous
lenders and private investors in the sale and purchase of
Industries businesses. Additionally, he handles the formation and
Real Estate structuring of domestic and offshore corporations on behalf of
Hospitality foreign investors. As a member of the Quebec Canada Bar, he
represents many Canadian and European clients.
Since 1979, Mr. Manella has been involved in issuing title
Education insurance policies to both commercial and residential
LL.B., McGill University, mortgagees and owners. He is a licensed mortgage broker for
Montreal, Quebec, 1976 the State of Florida, and an agent for Commonwealth Land Title
B.C.L., McGill University, Insurance Company, Attorney's Title Insurance Fund and First
Montreal, Quebec, 1975 American Title Insurance Company.
B.A., Economics, McGill Additionally, Mr. Manella has taken an active part in the
University, Montreal, Quebec, development and management of numerous commercial,
1972 industrial and residential properties.
Bar Admissions Professional Background
Mr. Manella joined Hinshaw & Culbertson LLP in March 2005.
Florida (1979) Previously he was a name partner in Manella & Klapholz LLP,
U.S. District Court, Southern which had offices in both Hollywood and Weston, Florida.
District of Florida (1979) He has been a member of the advisory boards of TransFlorida
Quebec Courts of General Bank (now Regions Bank) and TransCapital Bank.
Jurisdiction (1977) Mr. Manella holds the AV® Peer Review Rating from Martindale-
Canadian Federal Court (1977) Hubbell, its highest rating for ethics and legal ability.
Canadian Supreme Court He speaks fluent French.
(1977)
Community Service Activities
Mr. Manella's community service activities include serving as
chair of the Weston Division of the Jewish Federation, on the
board of directors of the Jewish Federation of South Broward
and as president of B'nai Aviv Synagogue.
He also served as chair of the Attorney's Division of the Jewish
Federation of South Broward.
Lewis J. Rotman
Partner, Minneapolis
612-334-2675
lrotman@hinshawlaw.com
Practice Focus and Client Representations
Lewis Rotman's practice is concentrated in real estate financing,
acquisitions, workouts and complex commercial transactions. His
primary emphasis has been directed toward hotels in the past
few years. During this period, he has been responsible for the
structuring and negotiation of more than $1.5 billion of hotel
Practice Areas acquisition, financing and development involving in excess of
Real Estate 300 hotels, which contained more than 40,000 rooms and which
were located in approximately 30 states.
Mr. Rotman's experience includes representing clients in
Industries acquiring and disposing of hotels, developing new hotels,
Real Estate including ocean front hotels in Miami, Naples, Perdido Key, Palm
Hospitality Beach Shores and Key West, Florida; South Padre Island,
Texas; and Gulfport and Biloxi, Mississippi. His experience also
includes negotiating and structuring hotel management
Education agreements with several national hotel operators and franchise
J.D., William Mitchell College of agreements with nearly every major domestic flag. Many of the
Law, 1984; Member and hotel transactions have included related amenities such as golf
Executive Editor of the William courses, health clubs, restaurants, airports, theme retail, casinos
Mitchell Law Review and convention centers.
B.A., University of Colorado, In addition to conventional financing, the financing tools utilized
1980 in connection with these hotels have included REITs, joint
ventures, tax increment, public and private offerings, ground
lease and sale/leaseback transactions. Given the unique nature
Bar Admissions of hotels as both a real estate asset and operating business, Mr.
Minnesota (1984) Rotman has been primarily responsible for nearly every legal
aspect of these hotels, including liquor license approvals, land
U.S. District Court, District of
development issues, construction contracts, employment
Minnesota (1985)
matters, securities matters, franchising, environmental, ADA,
income, sales and property tax, timeshare conversion,
foreclosure, receivership, litigation and bankruptcy.
Mr. Rotman's hotel clients include developers, lenders, investors
and hotel operators.
Professional Background
Mr. Rotman joined Hinshaw & Culbertson LLP in May 1997. His
is the Leader of the firm’s Real Estate & Construction Practice
Group. He served on the firm's Executive Committee for several
years, and was also a regional direct for the firm and former
partner-in-charge of the Minneapolis office.
He is a member of the Hennepin County Bar Association, the
Minnesota State Bar Association and the American Bar
Association.
Mr. Rotman has been selected for inclusion in the 2010 edition of
“The Best Lawyers in America®” in the area of real estate law.
He holds the AV® Peer Review Rating from Martindale-Hubbell,
its highest rating for ethics and legal ability.
Publications and Presentations
Mr. Rotman is co-author of "Depression Jurisprudence Revisited:
Minnesota's Moratorium on Mortgage Foreclosure," 10 William
Mitchell Law Review 805, 1984 and author of Note of
"Regulating Timeshare Interests in Minnesota: A Comprehensive
Solution," 10 William Mitchell Law Review 115, 1984.
Geoffrey D. Sessions
Partner, Jacksonville
904-253-7149
gsessions@hinshawlaw.com
Practice Focus and Client Representations
Geoffrey Sessions is an experienced trial attorney who
concentrates his practice on national, regional and local
representation of clients. He has extensive experience in state,
federal and administrative proceedings.
Practice Areas
Mr. Sessions’ practice encompasses the litigation of claims
National & Regional Litigation involving professional liability, medical malpractice, nursing
Programs home litigation, commercial litigation, ERISA litigation, real
Commercial Litigation estate, premises liability, general liability and a variety of
Professional Liability Litigation insurance matters.
Medical Malpractice He serves as counsel for several national companies and
represents their interests throughout the country.
Personal Injury
Consumer Litigation Professional Background
ERISA Litigation Mr. Sessions joined Hinshaw & Culbertson LLP in August 1999.
Previously he practiced civil litigation in Orlando and
Premises Liability
Jacksonville, Florida. Mr. Sessions began his legal career as an
Labor & Employment assistant state attorney, gaining valuable trial experience.
Insurance Coverage Mr. Sessions is Co-Partner-in-Charge of Hinshaw’s Jacksonville
office. Hi is active in the firm’s practice groups and serves as a
mentor coordinator for the Jacksonville office.
Industries
In addition to being a member of The Florida Bar, Mr. Sessions
Real Estate
is a member of the Defense Research Institute, Jacksonville Bar
Insurance Association, Jacksonville Association of Defense Counsel and
Health Care the Chester Bedell Inn of Court. He is a past member of the
American Bar Association
Long-Term Care & Senior
Housing During law school, Mr. Sessions was a member of the Mock Trial
Board, Moot Court Board and Phi Delta Phi.
Hospitality
He holds the AV® Peer Review Rating from Martindale-Hubbell,
Banking & Financial Institutions
its highest rating for ethics and legal ability.
Education Publications and Presentations
J.D., Stetson University College Mr. Sessions has spoken on legal matters and conducted
of Law, 1992 seminars where he has addressed civic groups, attorneys,
industry professionals and students.
B.S., Florida State University,
1988 He frequently speaks at in-house seminars and meetings on
legal issues and client industry-specific challenges. Mr.
Sessions’ presentations include “Preventing and Defending
Bar Admissions Liability Claims,” at the S.V. Jupiter, Inc. annual meeting, in
Florida (1993) Sanford, Florida, in February 2010.
U.S. District Courts, Middle
(2003), Northern (2004) and Community Service Activities
Southern (2004) Districts of Mr. Sessions is active in community and church activities and
Florida has served on the board of directors of various civic
organizations. He is also active in both state and national
political campaigns.
U.S. Claims Court (1997, Personal
inactive) Geoff resides in Jacksonville with his wife and two children. His
hobbies and interests include fitness training, bicycling and
coaching little league athletics.
Kevin R. Sido
Partner, Chicago
312-704-3333
ksido@hinshawlaw.com
Practice Focus and Client Representations
Kevin Sido has practiced for more than 34 years in litigation and
as transactional counsel for design/construction professionals,
condominium directors and officers, lawyers, real estate
professionals and school officials. His practice has also included
Practice Areas insurance coverage analysis and policy drafting as well as broad
Construction Law aspects of a civil trial practice. Mr. Sido applies his extensive
Professional Liability Litigation experience as a trial lawyer to the counseling and transactional
needs of his clients.
Condominium Litigation
In addition, Mr. Sido has a significant background in alternative
ADR/Mediation dispute resolution. He is a mediator and former arbitrator for the
Mediator Circuit Court of Cook County, Illinois. He serves on the Panel of
Professional Insurance Construction Arbitrators of the American Arbitration Association.
Coverage Litigation Mr. Sido has authored amicus curiae briefs on behalf of architect
and engineer organizations including AIA Illinois, SEAOI, ISPE,
ACEC Illinois and IPLSA in appeals concerning the economic
Industries loss doctrine, qualifications based selection laws, construction
Construction statutes and other matters.
Architects, Engineers & Design
Professionals Professional Background
Insurance Mr. Sido joined Hinshaw & Culbertson LLP in May 1975.
Following 12 years of service on the firm’s Executive Committee,
Mr. Sido headed for more than 20 years a litigation section in the
Education Chicago office.
J.D., University of Illinois School Mr. Sido holds affiliate memberships with the American Institute
of Law, 1975 of Architects-Illinois Council. He was a recipient of their
B.A., with high honors, President’s Honor Award in March 2005. Mr. Sido is also an
University of Illinois, 1972; associate member of the American Society of Civil Engineers
Fellow, Phi Beta Kappa and the Structural Engineers Association of Illinois. He has been
a member of the Illinois Association of Condominium,
Townhouse & Homeowners Association. Additional professional
Bar Admissions memberships include the American Bar Association (including its
Illinois (1975) Forum on the Construction Industry), the Illinois State Bar
Association, as well as the Appellate Lawyers Association, the
U.S. District Courts, Northern
Society of Trial Lawyers, the International Association of
(including Trial Bar) (1975),
Defense Trial Counsel and the Defense Research Institute.
Central (1984)and Southern
(1993) Districts of Illinois Mr. Sido is a member of the Leading Lawyers Network, where he
was selected by his peers as a Leading Lawyer in the categories
U.S. District Courts, Western
of Construction Law and ADR Law: Commercial Real Estate,
(1994) and Eastern (2003)
Environmental & Construction. He was profiled in the Real
Districts of Michigan
Estate, Construction & Environmental Edition of Leading
U.S. District Court, Northern Lawyers Network Magazine, published in January 2008.
District of Indiana (1995)
Since 2006, Mr. Sido has been named annually to the Super
U.S. Courts of Appeals, Seventh Lawyers list in the area of Construction Litigation, by Illinois
(1977) and Second (2009) Super Lawyers magazine. In 2005 he was included on the Super
Circuits Lawyers list in Business Litigation.
U.S. Tax Court (1976) In addition, Mr. Sido holds the AV® Peer Review Rating from
U.S. Supreme Court (1979) Martindale-Hubbell, its highest rating for ethics and legal ability.
In the Fall of 2005, Mr. Sido completed intensive training in
mediation from the faculty of Pepperdine University School of
Law’s top-ranked Straus Institute for Dispute Resolution, and is a
Certified Mediator in the Cook County Court-Annexed Major
Case Civil Mediation Program. In 2009 he became a member of
the Mediator Panel of the U.S. District Court, Northern District of
Indiana.
Publications and Presentations
Mr. Sido is the editor of “Architect and Engineer Liability, Claims
Against Design Professionals,” third edition, published by Aspen
in 2006. He regularly writes for the Illinois Institute for Continuing
Legal Education, including authorship of chapters with revisions
and supplements on pleading, contribution and indemnity, and
condominium litigation. Mr. Sido has also written chapters for a
number of books on civil practice and construction law, including:
• “Illinois,” “Design Build Deskbook Fourth Edition,” Kerry L.
Kester, John R. Heisse, James S. Schenck, IV, editors,
American Bar Association Forum on Construction, April
2010.
• “Illinois Law,” “State-By-State Guide to Construction
Contracts and Claims,” M. Dodd & J. Findlay, editors, Aspen,
2006.
• “Illinois Design-Build Laws,” “The Design-Build Process: A
Guide to Licensing and Procurement Requirements in the 50
States and Canada,” J.R. Heisse II, Editor, American Bar
Association Forum on Construction, third edition, 2004.
• “Workers’ Injuries,” “Construction Law,” S. Stein, editor,
Matthew Bender, 2001.
• “Illinois Law,” “Admissibility of Expert Testimony, A State-by-
State Compendium,” Defense Research Institute, 1996.
• “Bases of Architects' and Engineers' Liability, an Overview,”
“Architect and Engineer Liability,” R.F. Cushman and G.C.
Hedemann, editors, second edition, Wiley,1995; “Expert
Consultants and Witnesses,” co-author with T.M. Crisham.
Mr. Sido has also written numerous articles on litigation and
construction topics in AIA Illinois News, Engineering Times and
Professional Engineer, as well as in other publications. He
contributes to the “Management Practices” column of Consulting-
Specifying Engineer, and has written articles on school law and
also real estate broker liability and litigation. His articles include:
• “What Owners Need to Know About QBS,” Professional
Engineer, June 2006.
• “Avoiding the Courtroom Through Mediation and Arbitration,”
Management Practices column, Consulting-Specifying
Engineer, December 2005.
• "Litigation Involving Students With Handicaps", with P.R.
King, Trial, Volume 25, No. 8, August 1989.
• "Monetary Remedies Under the Education For All
Handicapped Children Act: Toward a New Civil Rights Act?"
with P.R. King, 23 ABA Tort & Insurance Law Journal, 711-
743, 1988.
Mr. Sido has frequently made presentations and lectures on
litigation practice and construction law. He has been a lecturer
and participant in professional meetings under the auspices of
the American Institute of Architects, National Society of
Professional Engineers and American Consulting Engineers
Council, as well as the Illinois Institute for Continuing Legal
Education. His presentations include:
• “Why Construction Mediation Works,” Chicago Bar
Association ADR Committee, Chicago, Illinois, April 2010.
• “Current Legal Issues for PEs,” Illinois Society of
Professional Engineers, Springfield, Illinois, October 2009.
• “Meeting Standards of Professional Conduct,” and
“Complying with Illinois Rules and Regulations on the
Practice of Structural Engineering,” Half Moon Seminars’
Legal Issues for Illinois Structural Engineers seminar,
Wheaton, Illinois, April 2009.
• “Current Legal Issues for Illinois Structural Engineers,”
Structural Engineers Association of Illinois, Chicago, Illinois,
March 2009.
• “Current Legal Developments for Illinois Structural
Engineers,” Structural Engineers Association of Illinois,
Chicago, Illinois, March 2009.
• “Current Legal Issues for Architects and Engineers,”
Hinshaw and Euclid Insurance Agencies Annual Risk
Management Review, Hanover Park, Illinois, November
2008.
• “Current Legal Topics Impacting Engineers,” Illinois Society
of Professional Engineers, Springfield, Illinois, July 2008.
• “Ethical Challenges in Litigation,” Lorman Education
Services seminar “Legal Ethics in Illinois,” Itasca, Illinois,
April 2008.
• “Tips for Effective Construction Administration,” Half Moon
Seminars’ “Practicing Architecture in Illinois” seminar,
Wheaton, Illinois, January 2008.
• “Current Legal Issues for Architects and Engineers,” Euclid
Insurance and Hinshaw seminar, Oak Brook, Illinois,
October 2006.
• “Participating in Mediation/Arbitration,” “The Architect as
Witness” and “Law of Architectural Malpractice,” Half Moon
Seminar’s “Legal Issues for Illinois Architects, Wheaton,
Illinois, May 2006.
• “Building Defect Litigation,” International Association of
Defense Counsel, LaQuinta, California, February 2006.
• “New AIA Design Build Documents: Additional Differences of
Note,” Lorman Education Services’ AIA Contracts seminar,
Hoffman Estates, Illinois, November 2005.
• “Key Provisions for the Public Owner,” Lorman Education
Services’ AIA Contracts seminar, Hoffman Estates, Illinois,
November 2005.
• “Particular Provisions of Note of All AIA Documents: A Panel
Discussion,” Lorman Education Services’ AIA Contracts
seminar, Hoffman Estates, Illinois, November 2005.
Community Service Activities
Mr. Sido has had extensive community involvement, including
service as a little league baseball manager and an Indian Guides
Chief.
Timothy M. Sullivan
Partner, Chicago
312-704-3852
tsullivan@hinshawlaw.com
Practice Focus
Timothy Sullivan is an experienced transactional lawyer. He has
orchestrated a number of mergers and acquisitions, handling all
aspects of compliance with federal and state securities laws and
regulations, and issues relating to ERISA, tax, labor and
Practice Areas environmental matters. Mr. Sullivan is a past leader of Hinshaw
Corporate and Business Law & Culbertson LLP’s national Commercial Transactions Practice
Mergers and Acquisitions Group.
Securities Mr. Sullivan also provides general advice to publicly traded
corporations regarding the applicability of federal and state
securities laws and helps them comply with various federal and
Industries state securities regulations. Mr. Sullivan’s counsel reflects his
Banking & Financial Institutions extensive knowledge of Securities and Exchange Commission
("SEC") requirements and their application to annual reports,
Form 10-K, proxy statements, private placement memoranda,
Education and executive stock appreciation and restricted stock
J.D., magna cum laude, Loyola compensation plans. He also advises clients on insider trading
University of Chicago School of restrictions, insider trading reporting and related issues under
Law Section 16(b) and Rules 144 and 145. Finally, Mr. Sullivan has
served as issuer's and underwriter's counsel in various public
B.S., Loyola University of offerings and private placements of securities.
Chicago
Representative Cases
Bar Admissions Examples of the more significant merger and acquisition and
Illinois (1975) financing transactions handled by Mr. Sullivan include:
Reverse Acquisition. Assisted a privately held company that
provides services to the casino industry in becoming a public
company. Mr. Sullivan engineered a "reverse acquisition"
allowing the client’s shareholders to exchange their shares for 95
percent of the stock of an SEC-registered company that had not
conducted operations for several years. The client became a
wholly owned subsidiary of the public company, and the
shareholders took control of the public company. Mr. Sullivan’s
work on the reverse acquisition included drafting the acquisition
agreement, preparing convertible notes and warrants, drafting a
stock option plan, and filing initial Form 3s and Schedule 13Ds
for the officers and directors of the client. The client undertook a
private placement to raise up to $7 million, and Mr. Sullivan
handled the Form SB-2 ownership registration filing for the
insiders, warrant and note holders, and private placement
purchasers.
Tax-Free Stock Exchange. Assisted a NASDAQ client,
capitalized at $750 million, in acquiring a closely held company
in a tax-free stock exchange valued in excess of $130 million.
The client did not register with the SEC the common shares
delivered to the selling stockholders because the SEC holds that
the stockholders of a closely held corporation make their
investment decision when they sign the acquisition agreement
and make the exchange a private placement. Immediately after
the closing, the client filed a Form S-3 shelf-registration
permitting the stockholders to sell their shares of the client's
stock off the "shelf" for one year following the closing, after which
the stockholders could sell their shares pursuant to Rule 144. In
addition, the client gave the stockholders demand registration
rights and piggy-back registration rights, available for three years
after the expiration of the shelf-registration statement. Mr.
Sullivan drafted all of the acquisition agreements, including the
registration rights agreement and the investment agreement
(which established that the exchange was a private placement),
as well as the S-3 Registration Statement.
Acquisition of Stock. Assisted a client in its acquisition of all of
the stock of a NASDAQ listed company for $430 million. Mr.
Sullivan filed an S-4 Registration Statement to register the
common shares issued in the transaction. Due to the nature of
the transaction, the client's shareholders also had to approve the
acquisition, and the Registration Statement included a proxy
statement for that purpose. The acquisition also involved a lock-
up option for the buyer, which permitted the client to acquire up
to 19.9 percent of the seller's issued and outstanding common
stock if a third party made a hostile offer for the seller. Mr.
Sullivan led the team drafting all of the acquisition documents,
including the Registration Statement and the lock-up option,
reviewed the seller's and the buyer's benefit plans to facilitate the
merger of these plans or the termination of the seller's plans, and
assisted in various aspects of the due diligence process. The
firm also provided the tax opinion for the transaction.
Proxy Contest and Asset Sale. Assisted in selling a $250 million,
NASDAQ-listed holding company for $53 million following an
extended, SEC-supervised proxy fight with a dissident
shareholder. Hinshaw & Culbertson handled all filings and
communications with the SEC during this proxy fight. The firm
also represented the client in a number of special factors relating
to the sale, including: securing funds to cash out employee stock
options and terminate an ESOP, which held more than $2.0
million of stock that had not vested; securing buyer approval of
"golden parachute agreements" held by key management
personnel; and preparing the proxy statement relating to the
shareholder vote on the sale of the company, including SEC
review and mailing to the shareholders.
Leveraged Buy-Out. Assisted in selling two clients in a leveraged
buy-out for a total of $28 million, plus the assumption of
approximately $8 million in debt. The sellers, located in Iowa,
process ham and turkey for major meat-packing companies. The
transaction was consummated by merging one of the selling
companies into a wholly owned subsidiary of the buyer, and by
the buyer acquiring substantially all of the assets of the other
selling company. The acquisition agreements contained
extensive indemnification provisions and required the sellers to
establish indemnity funds. A substantial amount of one of the
selling company's stock was owned by an ESOP. The ESOP
participants had to approve the merger, and a fairness opinion
had to be secured for their benefit. In addition, the other selling
company was a Subchapter S corporation. As a consequence,
certain tax issues had to be addressed before the acquisition
could be consummated.
Other Merger and Acquisition Transactions that typify the range
and creativity of the deals on which Mr. Sullivan has worked:
• Structured the acquisition of an insurance agency and broker
client by a financial services company for $8.5 million with a
two-year payout provision providing for up to $10 million in
additional compensation. In addition, the principals of the
insurance agency entered into employment contracts with
the buyer. The transaction was consummated as an asset
sale.
• Represented a client that acquired a Chicago-area bank with
assets of $85 million in a $10 million cash transaction. The
client raised the cash by selling approximately $6.3 million of
its common stock in a private placement and by borrowing
approximately $3.7 million from a local bank. We
represented the client in negotiating the purchase
agreement, securing regulatory approvals, and handling the
private placement and the bank financing.
• Assisted a home health care client in a $12 million
acquisition of all of the stock of a Mississippi-based company
providing home health and rural clinic services in Mississippi,
Colorado, Utah, Idaho and California. Several side
agreements, including a management services agreement
and an escrow agreement, also were negotiated by the
parties. An ESOP owned 18 percent of the common stock of
the selling company.
• Represented a client in the $2 million purchase of an Illinois
Harley-Davidson dealership. The purchase price included
the purchaser's assumption of lines of credit with Harley and
Kawasaki. A portion of the purchase price was placed in
escrow. The seller received a two-year consulting
agreement.
• Assisted a client in the $33 million cash acquisition of a $200
million financial institution, which included the payment for
the company's shares and the cash out of employee stock
options. The client also had to retire preferred stock and
senior debt as part of the transaction, as well as terminate its
ESOP.
Professional Background
Mr. Sullivan joined Hinshaw in 1994. He was previously the chair
of the mergers and acquisitions practice, and member of the
management committee, at the Chicago law firm of Pope,
Ballard, Shepard & Fowle. He joined Pope, Ballard in 1977 after
serving a two-year judicial clerkship with Daniel P. Ward, Chief
Justice of the Illinois Supreme Court.
Mr. Sullivan has been named many times to the Super Lawyers
list in the area of Mergers & Acquisitions by Illinois Super
Lawyers magazine. In addition, he has been recognized by his
peers as a Leading Lawyer in the categories of Banking &
Financial Institutions Law; Mergers & Acquisitions Law;
Securities & Venture Finance Law; Small, Closely & Privately
Held Business Law; and Publicly Held Corporations Law.
Mr. Sullivan is a member of the Illinois State Bar Association and
the Chicago Bar Association.
Publications and Presentations
Since the adoption of the Sarbanes-Oxley Act, Mr. Sullivan has
provided regular client alerts on the topic as well as changes in
other SEC rules, which are published on Hinshaw & Culbertson
LLP's website. His presentations include:
• “Securities Law Issues and Answers,” National Business
Institute seminar, “The Anatomy of an LLC,” Chicago and
Oak Brook, Illinois, December 2008.
• “Banking the Unbanked,” Community Bankers Association of
Illinois, Indianapolis, Indiana, September 2006.
• “Up the Ladder or Up the Creek: Reporting Up, Reporting
Out, Attorney-Client Privilege and Confidentiality as Between
Entities and their Constituents,” Hinshaw’s “Ethics Seminar,”
Chicago, Illinois September 2006.
• “An Update on Significant Decisions and Statutes in 2004,”
Hinshaw’s “Legal Malpractice and Risk Management
Conference,” Chicago, Illinois, February 2005.
H. Keith Thomerson
Partner, Jacksonville
904-253-7150
kthomerson@hinshawlaw.com
Practice Focus and Client Representations
H. Keith Thomerson has a comprehensive liability litigation
practice. He has undertaken trial and appellate work for both
plaintiffs and defendants, litigating cases in the following areas:
Practice Areas • Medical negligence
Professional Liability Litigation • Alleged nursing home/assisted living facility abuse
Medical Malpractice • Legal malpractice
General Liability Litigation • Toxic torts, including defense of asbestos manufacturers and
Commercial Insurance manufacturers of products containing silica)
Coverage Litigation • Aviation matters
Construction • Automobile negligence
Toxic Tort • Insurance coverage disputes
Products Liability Litigation • Construction law
• Premises liability
Industries • Product liability
Insurance • Civil theft and fraud claims
Construction • Federal tort claims
Manufacturing
• Actions against Florida agencies and municipalities pursuant
to statutory waiver of sovereign immunity
Education • Admiralty claims
J.D., School of Law, University • Securities and corporate matters, including defense of
of North Carolina at Chapel Hill, shareholder disputes and derivative shareholder actions
1991
B.A., Political Science, Professional Background
University of North Carolina, at Mr. Thomerson joined Hinshaw & Culbertson LLP in December
Chapel Hill, 1988 1998. He is Co-Partner-in-Charge of the Jacksonville office. He
is a member of The Florida Bar (Trial Lawyers and Elder Law
Sections) and the Jacksonville Bar Association. Mr. Thomerson
Bar Admissions
holds the AV® Peer Review Rating from Martindale-Hubbell, its
Florida (1991) highest rating for ethics and legal ability.
U.S. District Court, Middle
(1992) and Northern Districts of Community Service Activities
Florida Mr. Thomerson has undertaken pro bono work by assisting
U.S. Eleventh Circuit Court of Jacksonville Area Legal Aid, Inc.
Appeals (1998)
Cheryl Wilke
Partner, Ft. Lauderdale / Los Angeles
954-375-1144 / 310-909-8000
cwilke@hinshawlaw.com
Practice Focus and Client Representations
Cheryl Wilke focuses her practice in the representation of
employers in labor and employment matters, including providing
comprehensive risk management programs and safety-related
legal advice. She counsels on all aspects of employer /
Practice Areas employee relations, including business litigation, regulatory
Employer Solutions Program compliance, employment defense litigation and workers’
Employment Advice & compensation matters. Ms. Wilke also practices in the area of
Counseling high-dollar commercial collections work and services.
Employment Litigation In addition to her trial work, Ms. Wilke also handles all of the
firm’s workers’ compensation appellate cases, and has appeared
Workers’ Compensation in Florida Supreme Court, defending the constitutionality of
Defense Florida’s workers’ compensation statute.
Ms. Wilke's clients include Culligan, Kellogg Company and The
Industries Tribune Company.
Alarm & Security Services Ms. Wilke also has experience representing clients in sports law
matters, including professional baseball, football and soccer
teams such as the Detroit Tigers, the Boston Red Sox and the
Education U.S. Soccer Federation.
J.D., Stetson University College
of Law, 1991; Member, Mock
Trial Board, National Trial Professional Background
Team, Florida State Ms. Wilke is the Partner-in-Charge of Hinshaw's Ft. Lauderdale
Championship Team, 1988 office, and the Business Development Partner of one of the
firm’s two Business Transactions Departments. She is a member
B.A., with honors, English, of the firm's Executive Committee and its Diversity Committee,
Florida Atlantic University, 1988 and is a past regional director. Ms. Wilke is a member of The
Florida Bar and a member and past president of its Grievance
Bar Admissions Committee – Group G. Her professional memberships also
include the American Bar Association, Florida Association of
Florida (1991) Women Lawyers and the Broward County Bar Association.
California (2001) Ms. Wilke served as a workers’ compensation mediator and
U.S. District Courts, Southern practiced in the area of workers’ compensation law in Palm
(1992) and Middle (2008) Beach County, Florida, before she joined Hinshaw in March
Districts of Florida 1997.
U.S. Court of Appeals, Eleventh Since 2007 Ms. Wilke has been named annually to the Super
Circuit (2009) Lawyers list in the area of Workers’ Compensation by Florida
Super Lawyers magazine. In 2006, she was named in the area
of Employment & Labor. In addition, Ms. Wilke holds the AV®
Peer Review Rating from Martindale-Hubbell, its highest rating
for ethics and legal ability.
Publications and Presentations
Ms. Wilke has taught numerous seminars on workers’
compensation and related employment issues. Among her major
professional education efforts, she presented a comprehensive
mock trial on behalf of the Palm Beach County Safety Council.
She has taught risk Ms. Wilke has been quoted in workcompcentral, a section of
management classes for two workcompforums.com. She was the legal editor for “Patient or
major publicly traded Pretender, Inside the World of Factious Disorders,” Wiley Press,
international corporations. 1994.
In addition, Ms. Wilke is frequently a featured speaker for major
corporations and industry events. Her presentations have
included:
• “2003 Workers’ Compensation Law Limiting Claimant’s
Attorney Fees,” Palm Beach County, Florida Chapter, Risk
and Insurance Management Society, Inc. (RIMS), West
Palm Beach, Florida, November 2008.
• “Defending Attorneys’ Fees in Workers’ Compensation
Cases,” Broward County Bar Association, Ft. Lauderdale,
Florida, January 2008.
• “Workers’ Compensation Review: Return to Work Programs
and Fitness for Duty Report,” Hinshaw’s “Effectively Dealing
with Current Labor & Employment Issues” seminar, Chicago,
Illinois, September 2007, and again in Oakbrook Terrace,
Illinois, November 2007.
• “Workers’ Compensation: Mock Cross Examination of a
Human Resources Director,” Hinshaw seminar “Effectively
Dealing with Current Labor & Employment Issues,” Oak
Brook, Illinois, November 2006.
• “Workers’ Compensation: Mock Cross Examination of a
Human Resources Director,” Hinshaw’s “Effectively Dealing
with Current Labor & Employment Issues” seminar, Chicago,
Illinois, September 2006.
• “Comprehensive Update on the Implementation of New
California Workers’ Comp Reforms and Their Impact on
Employers: Medical Provider Networks, Return in to work
Incentives, Apportionment Laws and More!,” California
Workers’ Comp Forum, Huntington Beach, California,
November 2005.
• “Staying Within Legal Parameters When Disciplining or
Terminating a Florida Workers’ Comp Claimant: Ensuring
Compliance with Florida’s Unique Workers’ Comp Discharge
Statute to Avoid Paying a Very High Price,” Florida Workers’
Comp Forum, Orlando, Florida, October 2005.
• “Effectively Dealing with Current Labor & Employment
Issues,” Hinshaw seminar, Chicago, Illinois, September
2005.
• “Workers Compensation Update 2005,” Council on
Education in Management, Los Angeles, California, May
2005.
Daniel A. Zabludowski
Partner, Ft. Lauderdale and Miami
954-375-1145 / 305-358-7747
danz@hinshawlaw.com
Practice Focus and Client Representations
Daniel Zabludowski has a sophisticated business law practice,
the scope of which includes U.S. and international
commercial/business transactions, including the purchase and
sale of businesses, business structuring and wealth
Practice Areas preservation. He advises clients on a full range of internal
Corporate Organization & business matters, including the investigation of corporate
Governance governance abuse, employment matters and severance
disputes, consulting and management agreements, non-
Real Estate Law
competition and confidentiality agreements, and the protection of
International Business trade secrets and intellectual property rights.
Transactions
Mr. Zabludowski acts as general or special counsel, advising
Banking and Financing clients in a wide variety of planning issues, including the
Employment Advice & formation, organization and structure of business entities such as
Counseling corporations, limited liability companies and limited liability
partnerships and joint ventures. He is active in representing
Bankruptcy & Creditors’ Rights many newly established growth companies and the venture
capital firms that support them. He also regularly works with an
Industries extensive network of institutional lenders, investment bankers,
venture capital firms, private investors and consultants, including
Banking & Financial Institutions accounting firms which provide consulting services.
Real Estate Mr. Zabludowski is extensively involved in the representation of
family owned businesses with respect to the creation of family
Education offices, multi-family offices, and the development of governance
structures such as family boards, family advisory boards and
LL.M., Real Property, Land counsels.
Development and Finance Law,
University of Miami, 1983 He is also involved in many aspects of reorganizations, buy-outs,
loan restructurings and work-outs representing secured and
J.D., University of Miami, 1982 unsecured creditors, investors and purchasers of assets or
B.A., Concordia University, ownership interests of troubled companies.
Montreal, Canada 1977 Mr. Zabludowski has a substantial real estate practice,
representing businesses and individual clients as well as those in
Bar Admissions the commercial and residential real estate industry in connection
with the acquisition and sale of real estate, shareholder and
Florida (1983) partnership disputes, leasing, development and finance.
Professional Background
Mr. Zabludowski merged his practice with Hinshaw & Culbertson
LLP in August 2004. Previously he was a partner in the law firm
of Litow, Cutler & Zabludowski, LLC, with offices in Fort
Lauderdale, Miami and Boca Raton, Florida.
Mr. Zabludowski is an active member of the International Bar
Association, the Family Firm Institute and the French American
Chamber of Commerce. He is also an active member of The
Florida Bar, where he is a member of the Corporation, Banking
and Business Law Section, Intellectual and Real Property
Section, and Probate and Trust Law Section.
Born in Montreal, Quebec, Canada, Mr. Zabludowski speaks
fluent French.
Contact Us
Hinshaw & Culbertson LLP
1-800-300-6812
info@hinshawlaw.com
www.hinshawlaw.com
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