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Firm Services

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									                                               Firm Services
                                               Table of Contents

Firm Overview ........................................................................................... 1
  Nationally Organized ................................................................................................. 1
  Focused on Quality ................................................................................................... 1
  Committed to Diversity ............................................................................................. 2
Our Practices ............................................................................................ 4
  Construction, Fidelity & Surety ................................................................................ 4
  Corporate & Business Law ....................................................................................... 6
  Environmental .......................................................................................................... 12
  Government ............................................................................................................. 17
  Health Care ............................................................................................................... 19
  Insurance Services .................................................................................................. 25
  Labor & Employment ............................................................................................... 27
  Litigation .................................................................................................................. 29
  Professional Liability............................................................................................... 36
  School Law ............................................................................................................... 39




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Firm Overview
Hinshaw & Culbertson LLP is a national law firm with 475 lawyers in 25 offices. The firm offers a
full-service practice, with an emphasis in litigation, corporate and business law, environmental,
labor and employment law, professional liability defense, and wealth preservation and taxation
matters. The firm provides services to a range of for-profit and not-for-profit clients in industries
that include construction, financial services, health care, insurance, legal, manufacturing, real
estate, retail and transportation. Firm clients also include government agencies, municipalities
and schools.

Hinshaw was founded in 1934. The firm is headquartered in Chicago, and maintains offices in
12 states: Arizona, California, Florida, Illinois, Indiana, Massachusetts, Minnesota, Missouri,
New York, Oregon, Rhode Island and Wisconsin.

Nationally Organized
Hinshaw is organized into four major practice groups ---- Business Litigation, Lawyers for
Professionals, Business Transactions, and Defense Litigation. These practice groups are
supplemented by specialty groups formed around an area of law or industry. Each attorney is
assigned to one of the major practice groups, and can participate in one or more specialty group
based upon his or her legal or industry expertise.

Hinshaw's national practice and specialty group structure brings the talent and experience of the
entire firm to bear on matters originating in any office. The structure promotes the exchange of
information on a national basis, and allows for high-quality client service within and among the
various practices and offices. Our practice and specialty groups provide a mechanism for
focusing educational activities, establishing databases on law and procedures within the
practice area, and applying those skills to a given matter.

Focused on Quality
We have an extensive in-house attorney training program for our newly licensed attorneys and
for lateral hires with four or less years of experience. The training program consists of two major
components: an orientation and training curriculum known as “Hinshaw University,” and an
extensive trial advocacy program.

After our associates have completed Hinshaw U, they participate in an advanced trial advocacy
program. This program begins with lectures and presentations on all aspects of a trial, including
motions in limine, jury selection, opening statements, presentation of evidence, closing
arguments and preservation of issues for appeal. The program also incorporates a
comprehensive review of the rules of evidence. At the completion of the training program, each
student participates in a mock trial presided over by the senior members of the firm and persons
hired to serve as jurors to hear the case and reach a verdict.

The development of associates is directly related to the guidance and training they are given by
more senior lawyers in the firm. New associates are assigned to a mentoring partner in a
specific practice area. These assignments are made after consultation with the incoming
associate regarding his/her interests and with each of the practice groups concerning their
current needs. Mentoring partners monitor the professional progress of their associates.




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Associates receive annual formal evaluations. Evaluation criteria include technical performance,
development of substantive knowledge, ability to work independently, involvement in firm
programs and committees, and business development, among other areas.

All of our attorneys and staff participate in comprehensive educational programs and further “on-
the-job training” to enhance their professional growth and better serve the needs of our clients
and the community. Our lawyers write, speak and teach on a variety of legal subjects, and
several serve as adjunct law professors at local law schools. We utilize an internal peer review
program where senior partners review other attorneys’ work product to assess the
appropriateness of strategy and service.

Committed to Diversity
Hinshaw & Culbertson LLP is committed to recruiting, retaining and promoting its attorneys and
staff members regardless of gender, race, ethnicity, national origin, physical ability, religion,
sexual orientation or personal background. We aspire to be a firm whose members reflect the
diversity of the communities where we do business. Hinshaw believes that achieving this
objective has positive business, economic and social consequences for our firm and our
communities. We are committed to maintaining this objective in both the short and long terms.
Consistent therewith, the firm actively and aggressively seeks to hire, retain and promote
minority attorneys, including African-Americans, Hispanics, Asians and Native Americans.

   Diversity Initiatives and Accomplishments
   Hinshaw has a longstanding commitment to ensuring that our firm represents the communities in
   which we practice. With a formal Diversity Initiative led by the firm’s Diversity Committee, our
   recruiting and hiring programs, our partner promotions and management assignments reflect this
   result-focused commitment to diversity:

    We include more than 50 minority lawyers in the firm, and our minority retention rate is
     historically strong
    In three of the past five years, the majority of attorneys promoted as capital partners were
     either women or minorities
    Women partners serve as partners-in-charge of Hinshaw's offices in St. Louis, Fort
     Lauderdale and Northwest Indiana
    A minority partner serves as partner-in-charge of Hinshaw's San Francisco office
    A minority and a woman partner serve on the firm’s seven-person Management Committee,
     which governs the firm
    Two minorities and seven women serve on the firm’s 25-person Executive Committee, which
     addresses firm policy and operational issues
    Five of our national specialty practice groups are chaired by women partners
    A minority partner serves as President of the Hispanic Lawyers Association of Illinois
    A woman partner serves as President of the Women’s Bar Association of Illinois
    A minority partner serves as Co-President of the Minnesota Chapter of the South Asian Bar
     Association
    Hinshaw continues to support a minority scholarship program which it began in 1989 and has
     continued its long-standing commitment to devote 50 percent of its summer internship
     positions to minority attorneys.

   Hinshaw takes pride in our commitment to ensuring that all of our associates are mentored and
   trained thereby providing clients with the highest level of quality service. Our formal mentoring




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   program is specifically tailored to support minority associates in their advancement in the firm
   and in meeting their professional goals and aspirations.

   Each of Hinshaw’s business regions is required to set forth annually a strategic plan for diversity.
   These plans are submitted to the Diversity Committee for review and acceptance, and are
   ultimately approved and monitored by our Management Committee. Each year the region or
   office that has most advanced Hinshaw’s diversity objectives is presented with the Chairman’s
   Diversity Award. Accompanying this award is a substantial donation made by the firm to a charity
   or organization of the region’s choice, whose vision includes diversity.

   Hinshaw encourages our attorneys to participate in organizations and associations that enhance
   their professional, civic and cultural development. As a result, many of our attorneys are active
   members in a wide variety of community, women- and minority-based organizations. Some
   serve as leaders of these organizations, including as a Regional Governor for the National Asian
   Pacific American Bar Association; Board Member for the Hispanic Lawyers Association of
   Illinois; Treasurer and Executive Board Member of the Mexican American Bar Association; Board
   of Governors Member of the Southern California Chinese Lawyers Association; and Board
   Member of the Minnesota Hispanic Bar Association. Other firm members have formerly held top
   leadership positions in minority-based organizations, including President of the Asian American
   Bar Association; President of the Southern California Chinese Lawyers Association; and
   President of the National Asian Pacific American Bar Association.

   Hinshaw is a participating signatory of the Chicago Bar Association's Alliance for Women's "Call
   to Action," a project to promote women's leadership in the legal profession. This dovetails with
   the firm’s involvement with the Women’s Bar Association of Illinois where a firm partner serves
   as President.

   Hinshaw is also a participating signatory of the Bar Association of San Francisco’s No Glass
   Ceiling Initiative whose main goals include having at least 25 percent of women in partnership
   positions and at least 25 percent of women in management positions.

   Because of the firm’s national presence, we are involved in many national, state and local
   organizations. The following is just a sampling of those organizations to which our members
   belong or which Hinshaw actively supports with both our time and financial contributions:

      Minority Corporate Counsel Association
      ABA Commission on Racial & Ethnic Diversity in the Profession
      National Bar Association
      Hispanic National Bar Association
      Asian American Bar Association
      Chicago Committee on Minorities in Large Law Firms
      DRI Minority Corporate Counsel Section
      Mexican American Legal Defense and Educational Fund (MALDEF)
      Black Women Lawyers’ Association of Greater Chicago
      Women’s Bar Association of Illinois
      DePaul University Minority Scholarship Program
      Charting Your Own Course Foundation
      Jewish United Fund
      Cuban American Bar Association
      La Raza Lawyers Association




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    Chicago Urban League

   Finally, reflecting our diversity and desire to serve our communities, our lawyers across the
   country are fluent in 20 different languages.

Our Practices
Construction, Fidelity & Surety
Hinshaw has a national Construction, Fidelity & Surety law practice, representing clients
involved in the design, development, financing, performance and management of major
construction projects. These include contractors; owners and developers; construction
managers; subcontractors; equipment suppliers; architects, engineers, and other design
professionals as well as insurance companies.

The firm provides full-service counsel and advice to these clients, including 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. The firm also handles the full range of real
estate matters on behalf of construction clients.

Additionally, Hinshaw has one of the largest and highly skilled Fidelity & Surety practices in the
country. The firm represents a number of major bond underwriters as national and regional
counsel. The firm's attorneys have experience in investigating, negotiating and litigating claims
and losses under all types of surety bonds, fidelity and financial institution bonds, and crime
coverage’s throughout the United States. They handle all phases of fidelity and surety disputes.

   Construction Law & Litigation
   Hinshaw's attorneys advise numerous construction industry clients, including general contractors
   and sub-contractors, architects, engineers, developers, owners, lenders and suppliers, on a wide
   variety of business and litigation matters. In the construction litigation area, the firm handles
   cases ranging from mechanics’ lien claims and payment disputes to highly complex matters
   involving substantial defects in major commercial structures.

   The firm's attorneys regularly advise clients in many non-litigation aspects of construction law
   and the construction business generally, including contract bidding, drafting and negotiation;
   advice regarding performance under contracts; and private and public project mechanics’ lien
   and bond claims. Hinshaw also has experience in handling regulatory and administrative reviews
   on behalf of construction industry clients involved in proceedings before OSHA and EPA. The
   firm's attorneys also assist clients in the procurement of design and construction services, and
   related contract drafting and negotiation.

   Hinshaw represents contractors and others involved in construction-related grand jury
   investigations and criminal proceedings; and counsels 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.

   Hinshaw's Construction Law practice handles matters nationally, with construction attorneys located
   in many of the firm's offices around the country. In order to provide full-service representation to
   construction clients, the firm's Construction Law practice members regularly call upon the experience
   of the firm’s other attorneys to provide support in zoning, financing, insurance and bonding matters,
   environmental, regulatory, real estate/leasing and bankruptcy matters.




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   Contracts
   Hinshaw's attorneys regularly draft and negotiate standard contracts for the procurement of
   design and construction services. They have experience with numerous forms of contracts from
   standard industry and government sources, including those of the American Institute of
   Architects, the Associated General Contractors of America, the Engineers Joint Contracts
   Documents Committee and the Construction Management Association of America. They also
   craft customized documents and, with a focus on risk management, they regularly review
   contract forms and procedures so clients are better able to avoid many situations that could
   result in claims.

   Construction Litigation
   Hinshaw's highly experienced team of Construction attorneys has handled all of the issues that
   traditionally arise in construction projects, whether they involve payment disputes, insurance
   coverage, allegations of defective design or construction, changed or unforeseen conditions,
   delays, disruptions, loss of productivity or similar claims. The firm is highly experienced in
   handling every type of personal injury and property damage matter involving construction-related
   incidents.

   Hinshaw represents both plaintiffs and defendants in construction litigation, including owners,
   contractors and design professionals. Over the past 15 years, the firm has served as defense
   counsel in many major catastrophic cases involving loss of life or serious property damage.
   Hinshaw has litigated numerous property damage cases, and the firm's long history of dealing
   with insurance companies and claims adjusters better equips the firm's attorneys to handle
   coverage issues and settlement negotiations.

   Architects, Engineers and Design Professionals
   Hinshaw represent architects, engineers and other design professionals in all aspects of risk
   management, including in the defense of malpractice claims and counsel, and advice concerning
   office policies, professional service contracts and breach of contract and fee collection claims.

   Regulatory Compliance
   Hinshaw's attorneys assist clients in ensuring they comply with OSHA as well as EPA
   regulations. They 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. The firm's
   Environmental attorneys regularly assist construction clients in addressing and resolving
   environmental liabilities arising from construction projects and the resulting risk to engineers,
   contractors, owners, sureties and insurance carriers.



   Fidelity & Surety
   Hinshaw has one of the largest and highly skilled Fidelity & Surety practices in the country. The
   firm represents a number of major surety and fidelity companies on all types of bond claims. The
   firm's attorneys have experience in investigating, negotiating and litigating claims and losses
   under all types of surety bonds, fidelity and financial institution bonds, and crime coverage’s
   throughout the United States. They handle all phases of fidelity and surety disputes.

   Hinshaw's Fidelity & Surety services include:




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    Performance bond claims on construction defaults
    Negotiation with representative owners, competing contractors, subcontractors, and
     defaulting principals
    Preparation and enforcement of takeover agreements, completion agreements, financing
     agreements, and other collateral documents
    Payment bond claims investigation and litigation
    Bankruptcy claims and workout agreements on behalf of sureties
    Enforcement of general indemnity agreements
    Subrogation, salvage, and third-party recovery claims
    Defense of statutory bond claims, including contractors, broker-dealers, personal
     representatives, etc.
    Fidelity bond claims investigation, coverage evaluation, and litigation

   Hinshaw's attorneys have published numerous articles in national journals on topics involving
   surety law and fidelity bond claims, including the leading treatise in this area, "Law of
   Performance Bonds," published by the American Bar Association. They frequently lecture on
   fidelity and surety topics at seminars sponsored by the American Bar Association, the
   International Association of Defense Counsel, the Defense Research Institute, the National
   Association of Independent Sureties, the Chicago Surety Claims Association and the Surety
   Claims Institute.

   Additionally, Hinshaw's attorneys have served in leadership positions in related organizations,
   including as Committee Chair and Vice Chair, with the Fidelity & Surety Committee of the
   American Bar Association, the Fidelity & Surety Committee of the International Association of
   Defense Counsel, and the Fidelity & Surety Committee of the Defense Research Institute. They
   are actively involved with the National Bond Claims Association, the Surety Claims Institute and
   the Chicago Surety Claims Association.

Corporate & Business Law
Hinshaw’s Corporate & Business attorneys are highly experienced in a broad range of
transactions, including securities offerings; real estate; corporate mergers, acquisitions and
reorganizations; bank financings; SEC compliance; local government law; and tax-exempt
finance.

The firm represents many mid-market companies and financial institutions, and counsels them
frequently with respect to day-to-day operating issues.



   Banking & Finance
   Hinshaw has extensive experience representing financial institutions. This work covers a wide
   variety of areas, including review of consumer loan documentation, truth-in-lending issues, CRA
   matters, cease and desist orders, memorandums of understandings, director and officer
   indemnification issues, and other day-to-day operating issues.

   In addition, the firm’s attorneys have advised financial institution clients with respect to the
   organization and operation of mortgage banking subsidiaries (both at the parent and the bank
   level), trust company operations, insurance agency activities, investment advisory services and
   annuities, and other bank and non-bank activities.




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   Hinshaw has extensive experience in organizing bank holding companies, securing regulatory
   approval for them, drafting the offering documents, and assisting them in complying with federal
   and state laws on an ongoing basis. This includes representation before the Board of Governors
   of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal
   Deposit Insurance Corporation, the Illinois Commissioner of Banks and Real Estate, and various
   other state regulatory agencies.

   The firm’s attorneys represent banks before federal and state regulatory agencies concerning
   compliance matters, and they regularly interact with the staff of these agencies. Hinshaw’s
   attorneys also appear on behalf of clients before regulatory agencies in the examination process
   and with respect to various applications. They assist clients in developing forms, procedures,
   products, and advertising that comply with federal and state laws and regulations for traditional
   and non-traditional products and services, including usury, truth-in-lending, equal credit
   opportunity, electronic funds transfer, and funds availability.

   Hinshaw has assisted a number of groups in establishing new banks in the Chicago area. The
   firm’s work includes handling all regulatory applications, preparing private offering circulars, and
   assisting in the drafting of bank policies.

   Hinshaw has significant experience in developing expansionary activities for financial institutions.
   The firm's attorneys assist clients in forming operating subsidiaries through which they perform
   these activities; preparing applications to obtain regulatory approval; and developing forms and
   other documentation for the conduct of these activities. In addition, the firm advises clients
   regarding regulatory compliance requirements affecting these activities. For example, in the
   mortgage banking area, Hinshaw’s attorneys have organized holding companies and bank
   subsidiaries and departments. In addition to providing day-to-day mortgage banking advice,
   Hinshaw’s attorneys have extensive experience in the sale and purchase of loan pools and
   whole loan transactions.

   Bankruptcy & Creditors' Rights
   Several of Hinshaw's attorneys have extensive experience in bankruptcy and creditors' rights
   matters. They regularly represent financial institutions in pre-bankruptcy work-outs and
   bankruptcy matters, such as motions to lift stay, preference litigation, opposition to proposed
   plans of reorganization, opposition to proposed sales of assets of the debtor, adversary
   proceedings prosecutions, and enforcement of claims against debtors and other matters.

   The firm regularly represents banks, savings institutions and lessors of commercial properties as
   creditors in bankruptcy proceedings. In addition, Hinshaw's attorneys have represented a
   number of debtors in both reorganization and liquidation proceedings under the Bankruptcy
   Code. They have successfully represented financial institutions involved as creditors in
   bankruptcy.

   Services and consultation are regularly provided to companies and individuals interested in
   purchasing assets or the ownership of businesses under the protection of the Bankruptcy Code.
   The firm assists in obtaining approval of these transactions in Bankruptcy Court and furnishes
   advice concerning the preservation of loss-carry forwards and tax attributes in connection with
   these acquisitions.

   The firm represents debtors and lenders in a wide variety of collection and loan workout matters,
   including foreclosures, private and public sales under the Uniform Commercial Code (UCC),
   executions on judgments, forcible entry actions, assignments for the benefit of creditors, and
   loan modifications.




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   Corporate Organization & Governance
   Hinshaw’s attorneys assist large and small, domestic and multi-national clients in corporate
   organization and governance matters. They assist with the proper form of organization and
   anticipate the entity’s activities that may have state and federal consequences.

   The firm also develops the documents that codify an entity’s status, including bylaws and
   articles, partnership agreements, and limited liability company agreements. In the area of
   corporate governance, the firm counsels on litigation avoidance, SEC enforcement, director and
   officer liability insurance, and corporate compliance programs. The firm audits committee
   charters and internal procedures and helps develop pension plan policies and disclosure
   documents. Hinshaw has extensive experience in the organization and creation of insurance
   companies, risk retention groups, and alternative risk transfer entities. Additionally, the firm has
   considerable experience with structures and requirements for clients in the financial, health care,
   real estate, and technology industries.

   Employee Benefits
   Hinshaw's attorneys provide comprehensive counsel and advice to clients in a wide range of
   complex employee benefits matters involving qualified retirement plans, ESOPs, health and
   welfare plans, and executive compensation and employment agreements, as well as other
   employee benefits. The group's attorneys have provided counseling and litigation representation
   throughout the United States to business corporations, tax-exempt organizations, local
   governmental entities, and individuals.

     Litigation and Governmental Investigations
     Hinshaw's Employee Benefits attorneys represent clients in all types of litigation involving
     employee benefit plans under the Employee Retirement Income Security Act (ERISA) and
     other applicable laws. Such litigation has included cases involving contested benefit claims,
     breaches of fiduciary responsibility, insolvent group health plans, service provider errors and
     omissions, plan termination liability to the U.S. Pension Benefit Guaranty Corporation and
     COBRA continuation coverage liability.

     The group's attorneys also represent clients in connection with investigations by the Pension
     and Welfare Benefits Administration of the U.S. Department of Labor and in connection with
     employee plan audit examinations by the Internal Revenue Service.

     Pension and Profit Sharing Plans
     Hinshaw’s Employee Benefits attorneys experience with qualified pension and profit sharing
     plans runs the gamut. It includes correcting serious operational and document failures of
     qualified retirement plans through the various IRS correction programs; terminating qualified
     retirement plans; securing the necessary administrative approvals from the IRS; and the
     Pension Benefit Guaranty Corporation for dealing with residual plan assets in over-funded
     defined benefit plans; advising with respect to plan fiduciary obligations, prohibited
     transactions, participant disclosure and communication, and IRS and Department of Labor
     reporting obligations; and designing, drafting, and amending various types of qualified
     retirement plans, including defined benefit plans, ESOPs, target benefit plans, profit sharing
     plans, 403(b) plans and 401(k) plans.

     Health and Welfare Plans
     Hinshaw's attorneys assist clients in structuring, administering, and terminating both insured
     and self-funded health and welfare plans in compliance with the requirements of ERISA,
     COBRA, the Health Insurance Portability and Accountability Act (HIPAA), the Americans with




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     Disabilities Act (ADA), the Age Discrimination in Employment Act and the Family and Medical
     Leave Act (FMLA).

     Corporate Mergers and Acquisitions
     The firm's Employee Benefits attorneys work with Hinshaw's Corporate & Securities attorneys
     in ensuring the proper handling of employee plans and other benefit programs in corporate
     mergers and acquisitions, including advising buyers and sellers on due diligence issues,
     merging target company benefit plans into acquiring company benefit plans, and taking steps
     to terminate or spin-off overlapping, conflicting or costly benefit programs.

     Executive Compensation Plans and Agreements
     The firm's Employee Benefits attorneys have assisted clients in implementing various
     compensation arrangements, such as stock option plans, phantom stock plans, restricted
     stock awards, and supplemental retirement and deferred compensation arrangements, as well
     as complex individualized employment and stock option agreements for top management.

   Estate & Financial Planning
   Hinshaw represents clients who have moderate means as well as those with significant wealth
   and complex business succession and family issues. The firm's attorneys represent executives,
   professionals, owners of closely-held businesses and entrepreneurs. They are highly
   experienced in a number of areas, including: estate planning and plan development; business
   succession planning; retirement and tax planning; probate and trust administration;
   conservatorships and guardianships; charitable giving strategies; living trusts; and estate, trust
   and tax litigation.

   Intellectual Property & Technology Law
   Hinshaw’s Intellectual Property attorneys advise clients on patent, trademark and copyright
   issues. They work closely with clients to avoid litigation by helping them identify key marks and
   materials for registration; reviewing matters relating to the development, distribution, ownership
   and use of technology; as well as preparing confidentiality, licensing, employment and insurance
   agreements involving intellectual property issues.

   In the area of technology law, Hinshaw’s attorneys represent manufacturers and distributors of
   computer hardware and software, as well as companies implementing or updating their computer
   systems. They draft licenses designed to protect both content and non-program code intellectual
   property contained in databases. They also craft agreements for custom development and work
   in the areas of digital bidding and Internet banking.

   Also in the technology arena, Hinshaw’s attorneys have advised on electronic security and
   privacy, counseled on the Commerce Department regulations affecting technology exportation,
   and led internal investigations of computer system penetration. The firm also assists clients in
   the crafting of computer use policies for companies.

   Mergers & Acquisitions
   Hinshaw's Corporate & Business attorneys have orchestrated a number of mergers and
   acquisitions, handling all aspects of such transactions, including issues relating to compliance
   with federal and state securities laws and regulations, and issues relating to ERISA, tax, labor
   and environmental matters.

   Hinshaw has extensive experience in many different types of mergers and acquisitions, including
   those involving a series of bidders for both publicly-traded and privately-held companies. The




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   firm's attorneys have developed bid packages and have participated in the due diligence process
   of evaluating the bidders. They have served clients in a number of industries, including financial
   services, health care, medical device manufacturing and telecommunications.

   As lead transaction counsel, the firm has had responsibility for due diligence review, and is fully
   qualified to handle all related corporate, bankruptcy, ERISA/employment, tax and securities
   issues. Hinshaw attorneys also counsel clients on antitrust and related Hart-Scott-Rodino issues.

   Hinshaw is also experienced in the negotiation, drafting and workout of various types of joint
   venture and partnership arrangements. The firm has assisted in a major racetrack development
   and financing; joint venture cable development, financing and operations; health care alliances;
   joint technology development agreements; major land use development partnerships and joint
   marketing and distribution agreements.

   Real Estate
   Hinshaw advises clients in all areas of real estate activities, including financing, acquisitions,
   property development, complex commercial transactions, taxation and workouts. The firm
   represents both private and public entities, including entrepreneurs and developers, institutional
   investors, property management companies, tenants, construction companies, surety
   companies, lenders, architects and engineers, mortgage bankers and title insurance companies.
   The firm also counsels general corporate clients such as hospitals, hotels, and industrial or
   manufacturing enterprises on real estate matters.

   The Real Estate practice team represents clients in virtually every type of legal issue concerning
   real estate, including: annexations, eminent domain, zoning, construction contracting and
   administration, surety matters, leasing, financing, acquisition and disposition, property taxation,
   special districts, environmental compliance, condominium and cooperative formation and joint
   ventures.

   To provide clients with a full range of legal services, Hinshaw's Real Estate attorneys collaborate
   with others within the firm who concentrate their practices in the areas of partnerships,
   corporations, taxation, bankruptcy, securities, public finance, antitrust, mergers and acquisitions,
   labor law and commercial litigation.

     Real Estate Development
     Hinshaw’s attorneys represent clients in all phases of the real estate development process,
     providing counseling throughout the project or on a case by case basis. The firm's
     representation often begins as early as the project conception, where the firm's attorneys
     provide counseling concerning the governmental approval process and structuring the
     development entity. During the project, Hinshaw’s attorneys provide advice and counsel on
     annexation, zoning, financing, construction, leasing, management and disposition. Hinshaw
     consults on all varieties of real estate developments, including commercial, industrial, retail,
     residential, hotel and health care industry projects.

     Real Estate Finance
     Hinshaw's Real Estate practice team includes attorneys highly skilled in real estate financing.
     These attorneys represent borrowers and lenders; and partners, partnerships and limited
     liability companies.

     Sensitive to each client's unique goals in financing transactions, Hinshaw’s attorneys
     customize their representation to suit the goals of the particular developer or lender. With hotel
     industry clients, for example, Hinshaw’s attorneys have utilized financing tools such as REITs,




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     joint ventures, tax increment, public and private offerings, and ground lease and
     sale/leaseback transactions.

     Hinshaw's attorneys represent developer, investor and lender clients in many forms of lending
     secured by real estate. The firm's representation has extended to virtually every type of loan
     connected with real estate. Additionally, Hinshaw’s attorneys prepare confidential offering
     memoranda and ancillary documents in connection with non-registered securities offerings
     involving real estate investments.

   Securities
   Hinshaw represents both publicly traded and privately held companies in all areas of securities
   law. The firm’s attorneys are highly experienced in public offerings of equity and debt securities,
   including IPOs. They provide daily advice and counsel to an array of publicly held companies
   whose shares are traded on national stock exchanges and NASDAQ.

   Hinshaw’s public company practice includes preparation and review of annual and quarterly 10K
   reports, proxy materials, press releases and stock-based compensation plans, such as option
   plans, stock appreciation rights and stock purchase plans. The firm's attorneys advise clients
   with respect to insider trading restrictions, insider trading reporting and related issues. They have
   served as issuer's and underwriter's counsel in various public offerings and private placement of
   securities.

   The firm’s attorneys have prepared and implemented complex anti-takeover measures, such as
   shareholder rights plans, and have represented clients in a wide variety of securities-related
   transactions, from recapitalizations and restructurings to mergers, leveraged buy-outs, spin-offs
   and going private transactions.

   Privately held companies constitute an important segment of Hinshaw’s securities practice. The
   firm’s attorneys are highly experienced in preparing private placement memoranda and
   analyzing exemptions from federal securities laws and state "blue sky" laws. They provide advice
   on initial capitalization and structure, guide companies through private placements and venture
   capital investments, and handle eventual IPOs.

   Taxation
   Hinshaw’s Tax attorneys represent individuals, sole proprietorships, partnerships and
   corporations in individual, partnership and corporate tax planning; federal and state tax planning
   for mergers, acquisitions, reorganizations and divestitures; international taxation; federal and
   state income tax audits, appeals and court cases; state and local sales and use tax planning,
   compliance and audits; and property tax and special assessment appeals. They perform tax
   planning for hospitals, HMOs, PPOs, foundations and tax-exempt organizations. Hinshaw’s
   attorneys offer the benefit of legal, business, and accounting experience while focusing on
   methods to accomplish clients’ tax goals. They have structured transactions for inbound and
   outbound investment, including treatment of technology transfers, royalty payments, and other
   income flows under various tax conventions. They also have extensive experience in advising
   clients concerning the establishment of production and distribution networks to minimize state,
   local, and property taxation.

   In the finance area, Hinshaw’s attorneys counsel clients on state and federal aspects of real
   estate mortgage investment conduits, securitizing receivables, tax-exempt bonds, and tax issues
   raised by interstate loans. They are experienced in most types of conduit and non-conduit tax-
   exempt financing structures.




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   Additionally, Hinshaw has a well-established practice representing clients in adversary tax
   proceedings. The firm’s attorneys have developed strategies for effective resolution of
   administrative audits, appeals, and court cases. They handle applications for ruling requests, tax
   amnesty requests, and other administrative practice issues. They also handle state and local tax
   controversy matters for various companies.

Environmental
Hinshaw’s Environmental practice group conducts a broad-based and sophisticated national
practice that covers the field of environmental law in its broadest sense. The firm's environmental
practitioners provide regulatory advice and litigation counsel respecting traditional environmental
protection laws, toxic tort defense and risk management, indoor environmental quality, and
occupational safety and security. A number of the attorneys in this area of practice have worked in
public regulatory and enforcement offices, including the U.S. Environmental Protection Agency
and state agencies, and as state or federal prosecutors. They have first-hand understanding of
the history of programs and developments in environmental law.

Hinshaw represents a variety of clients in a wide range of environmental matters, including civil
and criminal environmental enforcement cases, compliance counseling, disaster response, self-
audits, development of internal compliance and risk management programs, sales and
purchases of businesses and real estate, permitting, obtaining variances, rulemaking and
legislative advocacy.

Hinshaw's regulatory and litigation experience includes in-depth involvement with a range of
federal, state and international laws, including the Clean Air Act, RCRA (hazardous waste),
Clean Water Act, Safe Drinking Water Act, Superfund (CERCLA), Toxic Substances Control Act
(TSCA), Emergency Planning and Community Right to Know Act (EPCRA), Hazardous
Materials Transportation Authorization Act, underground storage tank (UST) rules and
remediation, wetlands, brownfields, surface mining law, the Montreal Protocol, coastal zone
management, and other laws. The firm also provides representation to private sector clients
regarding occupational health, safety and security issues, including compliance with regulations
of the Occupational Health and Safety Administration (OSHA) and Homeland Security
Department.

Additionally, Hinshaw's Environmental practice has a strong national presence in environmental
and toxic exposure litigation. The firm serves as national and regional litigation counsel in these
kinds of cases for a number of Fortune 500 companies, privately-held corporations and major
insurance companies.

Beyond litigation, Hinshaw's attorneys are actively engaged in consulting with clients on loss
prevention and risk management issues in their new ventures and ongoing operations. They
develop and assist in implementing proactive programs for process risk management, indoor air
quality, asbestos, mold and other types of potential exposure. They provide experienced
counsel on environmental matters that arise in real estate transactions and finance, mergers
and acquisitions, lender liability, bankruptcy, securities regulations and general corporate law
matters. Hinshaw's Environmental attorneys assist with legal advice and strategy for ongoing
remediation of real estate and structures. They also assist clients in developing internal
environmental compliance and risk management programs.

   Clean Air Act




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   Hinshaw represents clients in a wide variety of businesses and industries in federal and state
   courts, as well as before the U.S. Environmental Protection Agency and state administrative
   bodies. The firm's Environmental attorneys represent these clients on rulemaking issues,
   permitting issues, in negotiated disclosures and in response to agency investigations,
   administrative enforcement and litigation related to the Clean Air Act.

   Hinshaw's attorneys help clients with all aspects of air quality permitting, including Title IV-Acid
   Rain permitting and compliance issues; Title V permits; synthetic minor operating permits;
   federal prevention of significant deterioration (PSD)/New Source Review (NSR) permits; and
   state preconstruction permits. They often counsel and defend clients on issues such as whether
   a particular project triggers major source review or whether a particular activity can be
   commenced before a permit has been issued.

   Hinshaw's attorneys advise clients regarding matters related to State Implementation Plans
   (SIPs) and non-attainment of NAAQS. They participate in rulemaking processes by preparing
   comments and participating in public hearings, and by challenging regulations. They often
   negotiate voluntary disclosure, civil enforcement actions and Supplemental Environmental
   Projects. Additionally, when necessary, Hinshaw's attorneys have successfully defended
   allegations in court.

   Clean Water Act
   Hinshaw's Environmental attorneys are experienced in the broad array of issues arising under
   federal and state laws relating to water quality protection. They provide effective counseling and
   representation to clients in Clean Water Act matters, including strategic planning to reduce or
   eliminate regulatory requirements; assistance in the permitting process; development of pollution
   prevention plans; defense or challenges to permits and defense of enforcement actions and civil
   suits.

   Hinshaw handles matters related to water discharges, wetlands and water resources. The firm's
   attorneys have assisted numerous industries, including manufacturing, refining and
   petrochemical, foundries, metal finishers, metal recycling industries, and waste management
   facilities with compliance programs and permitting related to their water discharges. They also
   have defended enforcement actions related to water discharge problems alleged in various
   industry sectors, both as to direct and indirect discharges.

   In the wetlands area, Hinshaw's attorneys have negotiated and resolved wetland enforcement
   matters, and have assisted owners and developers with resolving wetland issues impeding the
   full productive use of their properties. On water resources issues, they have assisted clients with
   water usage and withdrawal rights problems related to their operations, and various matters
   related to the supply of potable water by public and private water systems.

   Litigation
   Hinshaw's attorneys are experienced in handling all forms of environmental litigation, including
   civil and criminal environmental enforcement cases. They possess in-depth hands-on knowledge
   of the laws administered by the U.S. Environmental Protection Agency and its counterpart state
   agencies, including the Clean Air Act, RCRA (hazardous waste), Clean Water Act, Safe Drinking
   Water Act, Superfund (CERCLA), Toxic Substances Control Act (TSCA), Emergency Planning
   and Community Right to Know Act (EPCRA), and Hazardous Materials Transportation
   Authorization Act. They defend against claims involving these laws as well as underground
   storage tank (UST) rules, wetlands, brownfields, toxic torts, indoor air quality, OSHA rules,
   surface mining law and coastal zone management.




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   Indoor Air Quality
   Hinshaw represents property owners, managers, design and construction professionals, and
   building manufacturers in the full range of environmental issues related to structural interiors and
   integrity, including Indoor Air Quality (IAQ) litigation, mold, asbestos, “sick buildings” and
   construction defect-related interior environmental issues. The firm's attorneys also counsel
   clients in business-related risk assessment, and assist in the drafting of Indoor Air Quality, mold
   and asbestos management plans.

   Hinshaw's attorneys are experienced in handling IAQ litigation arising from new construction,
   renovation, existing conditions in occupied buildings, or from water intrusion due to fire, flood or
   chronic water leaks. They defend against both personal injury and property damage claims.

   Hinshaw's attorneys have considerable experience in handling mold claims. The dedicated mold
   services group represents clients in all facets of mold-related issues, including proactive and risk
   management, investigation, remediation and litigation. They represent clients in developing
   proactive mold programs for their businesses, as well as defending mold-related property
   damage, construction defect and personal injury claims. Hinshaw's attorneys are highly
   knowledgeable about the evolving science and pseudo-science that forms the basis for these
   claims. They have worked with many of the country’s leading experts in the defense of the
   complex medical and scientific issues; technical design, construction and operations and
   maintenance issues involved in these cases.

   Hinshaw's attorneys also defend cases alleging more specific building-related illnesses, for
   example, specific allergies and reactions to certain fungi (Stachybotrys, Aspergillus and others)
   and Legionnaires ’ disease. They defend against claims for loss of use of buildings and business
   losses, claims for repair and replacement, as well as personal injury claims by the occupants.
   Additionally, they handle claims for accommodation under the Americans with Disabilities Act.

   The firm's attorneys represent employers in proceedings that involve alleged OSHA violations.
   They also counsel clients on the development of hazard communications programs and on risk
   reduction measures. This counseling is often integrated with labor and employment counseling
   for clients.

   Occupational Safety & Health/National Security Issues
   Hinshaw’s attorneys are experienced in counseling clients in employment-related health safety
   and security issues. This capability often is employed as an adjunct to the firm’s extensive labor
   and employment law services. Hinshaw’s OSHA experience includes disaster response to fires,
   explosions and other accidents causing serious injury or death. The firm has assisted
   manufacturers and other employers respond to OSHA inspections and citations, develop
   compliance programs for hazardous material and other special needs. Clients range from the
   construction industry, to manufacturers, real estate interests, transportation and bus companies,
   and health care institutions. Hinshaw counsels clients in meeting required workplace standards
   and reporting requirements. The firm's attorneys know how to deal with OSHA and their state
   counterpart agencies, whether it is when an inspector comes to the door or an employee files a
   complaint – often a resolution can be negotiated prior to issuance of formal process. In the event
   of formal process, the firm represents the client in the agency, on administrative appeal and in
   court, as needed.

   In the growing area of national security concerns, Hinshaw has assisted clients in understanding
   the impact of new legislation and on developing internal risk identification and response
   programs. For example, the firm's attorneys assisted a large school bus firm in setting up a
   program of how to respond to terrorism incidents ranging from anthrax scares to hijacking. They




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   have assisted chemical manufacturers in complying with requirements and identifying
   vulnerabilities. Hinshaw's attorneys have helped clients work through the difficult process of
   addressing competing requirements for public disclosure and rules that prohibit disclosure of
   possible security and disaster vulnerabilities.

   Real Estate, Brownfields and Site Remediation
   Hinshaw represents clients in connection with contaminated sites throughout the United States.
   These sites involve many types and sources of soil, groundwater and building contamination,
   including leaking underground storage tanks, spilled products, hazardous waste disposal,
   asbestos and explosive gas. The firm's clients have included generators and transporters of
   hazardous substances, as well as site owners and operators, tenants and prospective
   purchasers. The firm understands and often helps clients evaluate remediation alternatives and
   negotiate with agencies or private parties on clean-up related options, costs and contingencies.
   Hinshaw's attorneys are experienced in all types of federal and state Superfund proceedings,
   including information requests, formal investigations, discovery, expert examination, trial
   preparation, site clean-ups, cost-recovery actions and de minimis settlements. They have
   defended clients against unilateral administrative clean-up orders, as well as judicial actions to
   recover clean-up costs and to compel performance of remedial measures. Hinshaw’s attorneys
   assist clients in responding to section 104(e) information requests; negotiate consent decrees or
   administrative orders regarding site study and cleanup; monitor the remedial
   investigation/feasibility study process, whether performed privately or by the EPA; defend
   against EPA and private cost recovery actions; prosecute cost recovery claims against other
   private parties or counterclaims against federal agencies and assist companies in the selection
   and cost effective management of technical consultants and experts.

   Hinshaw's experience ranges from cases where the client's exposure has been "small" to cases
   involving exposure in the hundreds of millions of dollars. The total number of potentially
   responsible parties in these cases has ranged from one to several hundred. The firm also has
   filed suit against state, local or federal governments and other potentially responsible parties for
   reimbursement of clean-up costs.

   In various urban projects, the firm has assisted in devising voluntary approaches to address site
   contamination problems that take advantage of existing state risk-based clean-up programs. In
   several cases, the firm has assisted clients in eliminating or minimizing the cost of addressing
   environmental conditions, and has obtained "no action" letters from environmental regulatory
   authorities. For buyers of so-called Brownfields properties, Hinshaw's attorneys have experience
   in negotiating prospective purchaser agreements at the state and federal level to eliminate the
   uncertainties and potential liabilities involved in purchasing such properties.

   Regulatory Compliance
   Hinshaw's Environmental attorneys are highly skilled in advising clients on environmental
   regulatory and compliance matters. They provide businesses with ongoing regulatory
   compliance counseling in connection with the day-to-day management of their facilities and
   properties, as well as advise on regulatory matters during the sale and purchases of businesses
   and property. In addition, Hinshaw's attorneys counsel clients with respect to: complying with
   reporting requirements; obtaining permits and variances; establishing internal compliance
   programs; conducting self-audits and preparing for government inspections.

   Hinshaw's Environmental attorneys have helped develop and testify about legislation at the
   federal, state and local levels. They also have experience in rulemaking and enforcement
   matters with the U.S. EPA, U.S. Department of Transportation, Department of Interior, U.S. Army




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   Corps of Engineers, and the various state and local environmental, natural resource,
   transportation and emergency response agencies.

   Siting, Land Use & Natural Resources
   Hinshaw's attorneys have extensive experience in handling natural resource damage claims
   arising under the Comprehensive Environmental Response, Compensation and Liability Act
   (CERCLA). Hinshaw's attorneys also have in-depth experience in matters involving environment
   impact assessments and reports, and have handled numerous cases across the country
   involving permitting and siting of pollution control facilities and other facilities requiring special
   local approval.

   Solid and Hazardous Waste Management
   Hinshaw's attorneys counsel and advise clients on solid and hazardous waste issues, RCRA
   compliance and enforcement matters, and UST removal procedures. They are experienced in
   federal and state solid and hazardous waste laws, and assist clients in maintaining compliance
   with regulations governing hazardous waste treatment, storage, and disposal and recycling. With
   their extensive knowledge of the RCRA regulatory program, Hinshaw's environmental attorneys
   are equipped to identify waste management processes and corrective action programs to ensure
   compliance and avoid enforcement actions. Their familiarity with waste issues in the chemicals,
   mining, oil and gas and general manufacturing sectors enables them to successfully assist
   clients in interpreting waste minimization and use/reuse recycling provisions of the RCRA
   regulations.

   Additionally, Hinshaw's attorneys represent clients in enforcement and penalty actions under the
   Resource Conservation and Recovery Act and similar state waste management statutes. They
   also assist and counsel clients about closure of RCRA facilities.

   Toxic Tort Defense
   Hinshaw’s experienced Toxic Tort attorneys are nationally recognized as leaders in this area.
   They have vast experience in litigating the health and property effects of dozens of different
   substances, both chemical and biological.

   Hinshaw's attorneys are highly familiar with the plaintiffs’ bar’s toxic tort experts, and have
   deposed or cross-examined some of them dozens of times across the country. Additionally, the
   firm's toxic tort attorneys know and utilize the world’s best experts in many different fields,
   including, for example, toxicology, epidemiology, immunology, neurology, neuropsychology,
   hydrology, meteorology, indoor air quality, mold and risk assessment.

   Hinshaw's attorneys have experience in defending clients in multi-district litigation proceedings.
   They have successfully defended against efforts to certify plaintiff classes in a wide variety of
   environmental and toxic exposure cases across the country.

   Hinshaw serves as national or regional defense counsel for clients in indoor air quality and mold
   cases, chemical exposure suits, pharmaceutical and vaccine cases, and several other types of
   environmental and toxic exposure cases wherever they may be sued. In this role, the firm's
   attorneys coordinate all discoveries, amass the requisite scientific knowledge, prepare and
   defend corporate witnesses for depositions and trial, and provide a single point of contact for
   case handling, administration and billing.

   Hinshaw's attorneys have participated in asbestos litigation and represented clients regarding
   compliance and asbestos management since the 1970s. The firm represents a broad spectrum




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   of defendants in both personal injury and property damage claims in several jurisdictions across
   the United States. The firm's attorneys have tried many asbestos cases to verdict.

   Hinshaw has represented a Fortune 500 company in all of its toxic tort and environmental
   matters in the state of Illinois for the past 20 years, including asbestos, bodily injury and property
   damage matters. The firm represents an alleged successor in interest to a manufacturer of
   asbestos cement, asbestos thermal insulating pipe cover and block, and asbestos shingles. The
   firm’s attorneys also represent several manufacturers of construction and building products that
   contained asbestos in both bodily injury and property damages matters. Representative products
   include asbestos cements, asbestos roofing and flooring compounds, acoustical tile and plaster,
   wall board, fireproofing, and thermal insulating pipe covering and block. The firm also represents
   distributors and manufacturers of refractory materials, as well as an industrial boiler
   manufacturer. The firm serves as regional counsel for a large electrical turbine and equipment
   manufacturer whose products allegedly contained asbestos.

   Hinshaw also serves as national coordinating counsel for an asbestos mine and mill. The firm's
   attorneys oversee litigated matters and claims throughout the United States.

   Hinshaw's attorneys understand the special requirements and expectations of loss prevention
   managers, corporate risk specialists, corporate counsel and claims managers, and they routinely
   implement budgeting, communications and cost-containment criteria to satisfy the most
   demanding clients.

Government
Hinshaw has substantial experience with federal, state, county and local governmental activities
and policy-making. The firm’s Government and Administrative Affairs attorneys have a unique
understanding of government as the core of their career experience is derived from high-level
government service. Hinshaw’s attorneys have served as United States Attorneys, Assistant
United States Attorneys, State’s Attorneys and counsel to federal and state members of
government, including as Chief Legal Counsel to former Illinois Governor Jim Edgar.

Additionally, they have served as an Illinois State Senator, Deputy Governor of Illinois, legal
counsel to the Illinois House Republican staff, Chief Counsel for the Illinois Department of
Transportation, Chief Legal Counsel for the Illinois Department of Natural Resources, Acting
Director of the Illinois Division of Aeronautics, and on various state task forces.

Hinshaw's attorneys serve as Special Assistant Attorneys General, Special Assistant State’s
Attorneys and Special Assistant Corporation Counsel. They have also served as Hearing
Officers with the Illinois Department of Transportation, the Illinois Capital Development Board
and the Illinois Commerce Commission. The firm's attorneys include a former administrative law
judge for the Illinois Department of Public Health and Legal Advisor to the Deputy Clerk of the
Illinois Court of Claims. The insights obtained through this experience enable Hinshaw's
Government and Administrative Affairs team to determine the most effective representation
strategy for their clients.

Hinshaw is highly experienced in all aspects of local government organization and operations,
including general and bond elections, election contests, conflict of interest laws applicable to
local government officers and contracts, annexations, budgets and appropriations, meeting
requirements and parliamentary procedure and publication requirements for legal notices. They
have worked with Illinois bonding authorities, pension funds, State Police, Department of




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Corrections, the Criminal Justice Information Authority, Police Training Board, the Industrial
Commission and the Illinois Gaming Board.

For its municipal clients, Hinshaw also provides counsel on environmental issues and legislative
advocacy services, including drafting legislation, lobbying before governmental entities, working
with legislatures in promoting legislative changes and securing government funding assistance.
The firm also has broad experience in both federal and state courts defending municipalities,
police officers, cities, counties and elected and appointed employees and officials against
charges of civil rights violations.

Hinshaw’s attorneys publish and lecture extensively on all aspects of governmental law. One
has authored the treatise "Illinois Municipal Tort Liability," a publication often cited by federal
courts and the Illinois Supreme Court, which focuses on liability issues facing units of
government and public officials in state and federal litigation.

Hinshaw represents companies before all levels of government, and has significant experience
in handling bid protests, claims and defective pricing litigation in the federal courts. Hinshaw has
assisted major defense contractors in preparing voluntary disclosures to federal agencies,
including the FBI, Office of Inspector General and the United States Department of Defense,
and has represented several companies in handling whistleblower claims and quit claim actions

   Administrative and Public Law
   Hinshaw provides a full range of services in public law and finance, including the representation
   of municipalities, school districts, park districts, sanitary districts, counties, airport authorities and
   other public bodies generally and in connection with financing matters, such as issuing bonds,
   notes, warrants and entering into financing leases.

   Hinshaw’s attorneys act as bond counsel, including drafting of resolutions, ordinances and other
   proceedings and, where appropriate, trust indentures. They render an unqualified legal opinion
   as to the validity and, where appropriate, the tax-exempt status of the securities in question.
   They also serve as underwriters’ counsel in connection with tax-exempt or taxable financing by
   municipalities and other public bodies.

   Hinshaw attorneys regularly advise clients regarding new local or state legislation, and represent
   clients before regulatory agency hearings. Additionally, some of the firm's attorneys lobby before
   the Illinois and other state legislatures.

   Civil Rights Defense
   Hinshaw represents numerous municipal police and fire departments in civil rights litigation
   matters, including claims of false arrest, excessive force and battery. The firm also defends the
   State of Illinois, the Illinois Department of Human Resources, the Department of Corrections and
   correctional officers against federal civil rights suits challenging the constitutionality of the
   Department’s confinement policies and practices under the Sexually Violent Persons
   Commitment Act. The firm has represented a municipal police chief against claims that he
   fabricated evidence and perjured himself before a grand jury; and defended attacks on municipal
   zoning ordinances and local land use regulations based upon purported violations of Title II of
   the ADA and the Fair Housing Act Amendments (FHAA).

   Hinshaw has represented the former Governor of Illinois in Boudreau v. Ryan and several other
   state officials in a Section 1983 claim where the plaintiffs attempted to certify a class of all
   developmentally disabled adults who are not receiving Medicaid services on a timely basis. The




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   firm also handled Black v. McGuffage involving the ACLU attempt to challenge the manner in
   which elections are held in Illinois. The plaintiffs contented that the punch card voting system
   violates the Voting Rights Act and their right to equal protection.

   Hinshaw's attorneys advised and represented the DuPage County Board on various issues
   stemming from the “DuPage 7” criminal prosecution and represent several downstate Illinois
   Counties in multi-country class action litigation challenging the country sheriffs’ imposition of a
   bond surcharge before criminal arrestees are released from custody.



   Municipal Liability
   Hinshaw's attorneys are acknowledged leaders in the area of municipal liability. One of the firm’s
   attorneys has authored the treatise "Illinois Municipal Tort Liability," a publication cited by federal
   courts and the Illinois Supreme Court, which is devoted to liability issues facing units of
   government and public officials in state and federal litigation.

   Hinshaw has defended the Chicago Police Department in complex federal litigation challenging
   the hiring, training and discipline practices of the police. It represented the Village of Wilmette in
   federal discrimination litigation challenging the Village’s housing and zoning laws. Additionally,
   the firm has defended the City of Chicago Heights against housing discrimination; and
   represented the Office of the Cook County Public Defender and Cook County Public Defender
   Rita Fry (retired in 2003) in litigation seeking to allow legal malpractice claims to lie against
   assistant public defenders assigned to represent indigent criminal defendants.

   Hinshaw has defended Cook County Sheriff Michael Sheahan (retired), in his personal capacity,
   in federal litigation challenging the labor and employment practices of the Sheriff’s office. The
   firm's attorneys represented several downstate counties in multi-county class action litigation
   challenging the county sheriffs’ imposition of a bond surcharge before criminal arrests are
   released from custody.

   Hinshaw was involved in Zimmerman v. Village of Skokie, which resulted in an opinion by the
   Illinois Supreme Court declaring that statutory municipal immunity overrode the common law
   “public duty” doctrine, broadening the scope of protection available to local public entities and
   their employees under the Tort Immunity Act. The firm's experience also includes representing a
   governmental entity in an employment contracting discrimination case, and handling at the trial
   level, and on appeal, Henrich v. Libertyville High School, which is frequently cited for its
   favorable interpretation of statutory immunities.

Health Care
For nearly four decades, Hinshaw has provided broad legal representation to hospitals and
health care systems, PHOs, IPAs, medical/professional corporations, hospital and medical
associations, hospices, nursing homes and home health companies.

The firm's Health Care practice group members are highly experienced in dealing with the
regulated health care environment, and actively assist health care clients in such areas as:
physician/hospital joint ventures; practice and facility mergers and acquisitions; corporate
compliance; false claims, fraud and abuse and Stark counseling; managed care contracting;
physician and vendor contracting; health planning; regulatory counseling; Medicare/Medicaid
consultation and appeals; physician recruitment; medical staff disputes; medical office




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development; tax-exempt financing; network development; tax exemption; labor & employment
law and patient privacy (HIPAA and related laws).

In order to provide full-service representation to clients, the firm's health care attorneys regularly
work with other Hinshaw attorneys concentrating in real estate, tax, labor, antitrust, securities
and bankruptcy. The firm's commercial litigators represent clients in contract, antitrust, securities
and other commercial disputes, as well as medical staff and personnel disputes that reach
administrative agencies or the courts.

Hinshaw is a recognized leader in defending professional liability matters, and is widely
regarded as one of the most effective in the country. The firm’s extensive litigation experience
provides the corporate health care attorneys a unique resource to draw upon, with first-hand
knowledge of tort liability and litigation issues. This unique combination of concentration in both
corporate and litigation areas enables Hinshaw to provide effective representation for its
corporate health care clients in virtually every area of business and the law.

   Health Care Antitrust
   Hinshaw has considerable experience in handling antitrust issues on behalf of health care
   institutions. The firm's attorneys have represented clients in both vertical integration, such as
   establishment of PHOs, and horizontal consolidations in the formation and representation of
   large IPAs and the merger of hospitals. They have solved complex pricing issues that occur in
   these arrangements, often by developing messenger models that comply with various consent
   decrees and the Antitrust Enforcement Guidelines. The firm also actively counsels clients on
   issues such as closing all or a part of a medical staff and legitimate exclusionary practices for
   potential panel members of IPAs, PHOs and HMOs.

   Hinshaw's attorneys have broad experience counseling clients on whether particular corporate
   transactions trigger the filing requirements of the Hart-Scott-Rodino Antitrust Improvements Act.
   They regularly prepare these filings, including drafting the necessary papers and compiling all
   exhibits.

   Compliance Counseling & Defense
   Hinshaw's health care attorneys are highly skilled in assisting health care clients in complying
   with the Medicare and Medicaid Anti-Fraud and Anti-Abuse Amendments (the “Anti-Kickback
   Statute”), the False Claims Act and the Ethics in Patient Referral Act (“Stark I and Stark II”). They
   also handle claims or litigation that may arise under these statues.

   Fraud and Abuse
   Hinshaw regularly advises hospital clients of the civil and criminal implications of non-compliance
   with the federal statutes. The firm's attorneys have broad-based experience with the Stark
   legislation and the creation of "safe harbors" to protect physicians who make referrals to other
   entities. Hinshaw's attorneys have developed joint ventures associated with cardiac catheterization
   and MRI facilities, ambulatory surgery centers, fitness centers and heart institutes.

   In criminal matters, Hinshaw has defended numerous hospitals and other health care providers
   against Stark claims brought by the Office of the Inspector General, the U.S. Department of
   Justice and FBI. They have also represented hospitals in both civil and criminal recoupment
   matters brought by the State of Illinois, the State Police and the Bureau of Medical Quality
   Assurance of the Illinois Department of Public Aid. Additionally, Hinshaw has handled numerous
   False Claims Act cases brought by the federal government against providers as well as actions
   brought by relator physicians against a hospital.




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   Compliance Programs, Audits and Counseling
   Hinshaw's attorneys have drafted corporate compliance programs and assisted providers in
   implementing programs at their institutions, ensuring that such programs do not implicate or
   trigger the Anti-Kickback Statute or Stark I & II. In addition, the firm's attorneys regularly advise
   clients on the operation of plans, discoverability issues, as well as on how to conduct an
   investigation.

   Tax Counseling
   Hinshaw's attorneys are highly experienced in handling tax analyses in the context of fraud and
   abuse cases, dealing with private benefit and inurement issues. hey regularly advise hospitals
   concerning their exposure in this area, and have also advised hospitals on structuring joint
   ventures consistent with IRS pronouncements, including Rev. Proc. 97-15.

   Hinshaw's attorneys advise clients concerning their responsibilities and obligations under bond
   issues and the appropriateness of their contractual relationships within the context of Rev. Proc.
   97-13. They have worked with hospital clients to structure hospital-based contracts to comply
   with Rev. Proc. 97-13 so that tax-exempt bonds may be issued in the future without triggering a
   default for the current bonds.

   Risk Management
   Hinshaw has a highly active risk management practice. The firm's attorneys regularly develop
   appropriate consent, credentialing, EMTALA, IRB, and advance directive protocols. They are
   experienced in advising clients in compliance with various state laws, including, for example,
   AIDS testing and the mental health code. Hinshaw's medical malpractice expertise and
   administrative law experience are invaluable in providing risk management counseling. On a
   regular basis, firm attorneys provide continuing medical education to members of medical staffs
   and provide in-service education for nursing and ancillary health professions.

   Integrated Delivery System Development
   Hinshaw has a long history representing health care institutions as corporate counsel, as legal
   advisors to in-house counsel or, as needed, on special projects. The firm's attorneys have
   assisted in establishing and licensing HMO, PHOs, IPAs and captive professional corporations;
   and have developed MSOs to provide services to physicians and corporations.

   Hinshaw is also experienced in establishing captive professional corporations, including with
   attendant trust agreement, financing documents, employment contracts and related
   documentation.

   The firm’s attorneys are highly active in the preparation and updating of medical staff bylaws,
   and in assisting hospitals and their medical staff in the resolution of credentialing disputes. They
   assist hospitals in complying with various regulatory requirements under the standards of the
   JCAHO, NCQA, as well as federal, state and local agencies. Also, Hinshaw's attorneys revise
   and sometimes rewrite medical staff bylaws; and handle all medical staff disputes on behalf of
   several systems.

   Hinshaw has assisted clients in addressing significant antitrust concerns, including pricing of
   contracts, which arise with integrated delivery systems. They have developed messenger models
   within the parameters discussed in the Antitrust Enforcement Guidelines. They have worked with
   clients involved in both vertical integration, such as PHO, and horizontal consolidations in the
   formation and representation of large IPAs and the merger of hospitals. The firm’s attorneys also




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   actively counsel clients on issues such as closing all or part of a medical staff and legitimate
   exclusionary practices for potential panel members of IPAs, PHOs and HMOs.

   Additionally, Hinshaw's Health Care attorneys work with the firm's Corporate attorneys on a wide
   variety of corporate transactions, including mergers, acquisitions, dispositions, joint ventures,
   new start-up ventures and day-to-day operational matters. They are highly experienced in
   counseling and negotiating on behalf of clients in regulated industries, and have helped structure
   transactions and negotiate agreements that accommodate regulatory agencies and statutes.

   Joint Ventures
   Hinshaw has advised and counseled on the creation of a variety of joint ventures. These
   ventures include limited liability companies; general partnerships and ventures among hospitals;
   joint ventures between hospitals and individual members of the medical staff; partnerships
   between hospitals and other health care providers for the delivery of specialty services; and
   hospital-medical staff ventures for purposes of managed care contracting.

   Hinshaw’s attorneys have created very simple as well as highly complex ventures. These have
   involved different types of providers who participate in a variety of capacities and whose rights
   may be differentiated through different classes of stock. The firm has advised a hospital as to the
   structure of a joint venture involving three radiology groups and the hospital; assisted in
   structuring an outpatient diagnostic cardiology venture with several physicians and another
   hospital and created an MRI partnership involving several physicians and a hospital.

   The firm has also advised clients in the development of a surgery center with a group of
   physicians, and developed a mechanism for a hospital to invest in another surgery center to
   infuse capital for a financially troubled physician-owned facility.

   Managed Care & Alternative Health Delivery
   Hinshaw regularly represents hospitals and home health clients in third-party payment
   arrangements and reimbursement matters. This representation covers a broad spectrum, from
   assisting a client in becoming a member of a particular HMO or PPO network to seeking
   additional reimbursement from the plan for underpayment of fees owed under the reimbursement
   contract.

   Hinshaw has negotiated contracts involving virtually every major HMO and PPO doing business
   in the Chicagoland area. The firm assists in reviewing provider agreements and creating HMOs
   or PPOs. Additionally, the firm represents corporations that provide management services to
   health maintenance organizations.

   Hinshaw represents Medicare providers, including hospitals, health care systems and home
   health care providers, in reimbursement disputes with the federal government. The firm has
   addressed structuring issues that arise in the context of acquisitions of physician practices and
   clinics, and has assisted in structuring particular health care operations. Additionally, the firm
   assists clients in complying fully with all applicable legal requirements and in avoiding penalties
   under the Medicare fraud and abuse regulations.

   Medicare Reimbursement Policy
   Hinshaw represents Medicare providers, including hospitals, health care systems and home
   health care providers, in reimbursement disputes with the federal government. The firm has
   addressed structuring issues that arise in the context of acquisitions of physician practices and
   clinics, and has assisted in structuring particular health care operations. Additionally, the firm




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   assists clients in complying fully with all applicable legal requirements and in avoiding penalties
   under the Medicare fraud and abuse regulations.

   The firm's attorneys have prepared and argued appeals to the Provider Reimbursement Review
   Board (PRRB), the U.S. District Court and beyond. They regularly advise health care clients on
   structuring their general operations and specific transactions to maximize Medicare
   reimbursement for services provided to patients.

   Hinshaw represents hospital clients in litigation with the PRRB and the Health Care Financing
   Administration (HCFA) seeking to require the Medicare program to pay interest on
   reimbursement amounts owed to the client. The firm also represents hospitals in Medicaid
   recoupment actions, and has been successful in reducing amounts allegedly owed and, in many
   cases, persuading IDPA that the correct amount was charged.

   Not For Profit Tax Matters
   Hinshaw provides a variety of taxation services to health care clients. They have assisted in the
   formation of tax-exempt corporations. They have advised on the parameters of lawful activity by a not-
   for-profit, tax-exempt organization and the avoidance of a charge of private benefit or inurement.

   Hinshaw's attorneys regularly advise clients with regard to participation in new services (such as
   health clubs) and in general partnerships, limited partnerships and joint venture corporations.
   They review and advise health care clients concerning physician recruitment agreements and
   projects involving members of the medical staff. They also assist during the audit process, and
   ensure compliance with the Coordinated Examination Program (CEP), the Health Care Industry
   Specialization Program (ISP), and the 1992 Hospital Audit Guidelines.

   Hinshaw assists its tax-exempt clients in ensuring compliance with the prohibitions that are
   imposed upon all §501(c)(3) health care providers. The firm's tax attorneys regularly advise and
   counsel on tax issues associated with fraud and abuse analysis, as well as private benefit and
   inurement issues. They have advised clients on how to structure joint ventures consistent with
   the IRS pronouncements, including Rev. Proc 97-15.

   Hinshaw's attorneys are experienced in handling tax issues that arise with regard to tax-exempt
   bond issues. They regularly advise clients concerning their responsibilities and obligations under
   bond issues and the appropriateness of their contractual relationships within the context of Rev.
   Proc. 97-13.

   Physician Services
   Hinshaw regularly counsels hospitals on permissible recruitment activities and assists in
   developing appropriate recruitment programs. The firm's attorneys are highly experienced in the
   Hermann Hospital Settlement Agreement, Rev. Rule 97-21, the intermediate tax sanctions,
   Medicare and Medicaid fraud and abuse implications, as well as the Stark II concern that may
   arise. They also advise on the corporate practice of medicine and state self-referral issues as
   they arise.

   Hinshaw's attorneys have drafted Physician Recruitment Policies and complete Recruitment
   Programs for clients. They regularly draft Guaranty Agreements, Line of Credit, Practice Support,
   Loan Forgiveness, and other recruitment documents. They also work with clients to steer clear of
   the tax-exemption and fraud and abuse minefields in these transactions.

   Additionally, the firm’s attorneys have developed captive professional corporations and other
   structures to comply with the corporate practice of medicine concerns in various jurisdictions.




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   Physician Contracting
   Hinshaw's attorneys regularly represent hospitals, physician groups and physicians in
   contracting issues. They have drafted and negotiated multiple exclusive contracts for hospital-
   based physician contracts as well as cardiac surgery exclusive contracts. The firm represents
   the IPA with the largest risk-based contract in Illinois.

   Practice and Facility Acquisitions
   The firm has represented hospitals in the sale and acquisition of medical practices, as well as
   represented both selling and acquiring physician groups. Hinshaw has assisted a health care client
   in establishing a 30-physician primary care network through the acquisition of several practices
   and has assisted other health care clients in the divestiture of several medical practices.

   In addition to medical practice acquisitions and the sale of medical practices, the firm has been
   involved in the acquisition and sale of numerous other types of health care entities. Hinshaw has
   represented a purchaser in a $10 million home health acquisition; a durable medical equipment
   company in its $12 million stock sale; a hospital in a multimillion-dollar fitness center acquisition
   and a home health agency in a stock acquisition. Additionally, Hinshaw has represented
   physician groups selling to for-profit practice management groups and hospitals selling practices
   to physicians.

   Privacy
   The Privacy Rules under HIPAA set forth complex limitations on the use of an individual’s
   identifiable health information, significantly affecting the way health care information is
   handled. The rules affect the use and disclosure of health information by all health care
   providers, health plans, clearinghouses and business associates. Compliance with the rules
   requires organization-wide changes in managing health information and the negotiation of
   safeguards with business associates.

   Hinshaw's Health Care attorneys have assisted health-related businesses with the
   implementation of the new requirements as well as with compliance. In addition to general
   counseling, they have provided clients with a privacy audit checklist and assessment; a
   customized privacy compliance plan based on the results of the initial audit and gap analysis;
   administrative policies and procedures for privacy and security; training sessions and
   educational materials for personnel; contract addenda for use with business associates and
   consent and authorization forms for use with patients and customers.

   Regulatory Counseling & Litigation
   Hinshaw's Health Care attorneys are highly knowledgeable about the administrative and
   regulatory environment affecting health care providers. They have represented clients in
   regulatory matters ranging from audits by state agencies to licensure issues before the
   Department of Professional Regulation and Department of Public Health.




   Federal and State Health Policy Issues and Legislative Representation
   Hinshaw has substantial experience with state, local and federal governmental activities and
   policy-making. The firm's attorneys are experienced in representing clients before the legislative
   and executive branches of Illinois government. They regularly draft bills, amendments and




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   conference committee reports, monitor legislation, and seek enactment, amendment or the
   defeat of legislation in the Illinois General Assembly. They also work on behalf of clients in all
   phases of the Illinois rulemaking process. Additionally, they advocate on behalf of clients with the
   Governor’s office and numerous executive-based agencies.

   Administrative and Regulatory Representation
   Hinshaw represents hospitals and physicians before national, state and local administrative and
   regulatory agencies. The firm's attorneys regularly appear before the Illinois Department of
   Public Aid, the Illinois Department of Professional Regulation, Illinois State Peer Review
   Organizations, the Department of Public Health and the Health Care Finance Administration.
   They are experienced in administrative litigation and have successfully represented health care
   providers from the beginning stage of a regulatory investigation or audit through to an
   administrative hearing or administrative review in the Circuit and Appellate courts.

   The firm's attorneys routinely represent hospitals and physicians in public aid audits. Their strong
   relationships with the Department of Public Aid personnel, the Bureau of Medical Quality
   Assurance, administrative attorneys, hearing officers and general counsel enable them to
   achieve successful resolutions on behalf of clients.

   Hinshaw represents physicians, nurses and other health care professionals before the
   Department of Professional Regulation, and has represented hospitals, nursing homes and
   home health agencies in Medicare decertification and licensure matters. Additionally, the firm's
   attorneys have assisted clients in the licensure application process, including in procurement of
   the permit, establishing a health care facility or changing ownership.

   Certificate of Need
   Hinshaw represents health care clients at the Illinois Health Facilities Planning Board for
   exemption applications, changes of ownership, major medical equipment, CON permits to
   discontinue a hospital, establishment of an ASTC and health care facility or services. In fact, the
   firm has successfully represented a hospital before the Planning Board in the largest change of
   ownership transaction for a hospital in Illinois history.

   Mental Health Code Issues
   Hinshaw frequently advises clients regarding the Mental Health Code, including issues pertaining
   to involuntary commitment, administration of psychotropic medication, ECT treatment and
   guardianship. The firm's attorneys continually represent clients in their efforts to meet their
   statutory obligations, while dealing with patients and family members in difficult situations. They are
   knowledgeable about the Mental Health Code’s application to minors, the Mental Health Care
   Treatment Preference Act, and the Mental Health and Development Disabilities Confidentiality Act.
   They frequently counsel health care providers, including mental health nurses, psychologists and
   psychiatrists, regarding mental health care confidentiality issues.



Insurance Services
Hinshaw has its roots in the representation of the insurance industry. During the past 70 years the
firm's Insurance Services practice has evolved to meet the changing needs of its clients. Today,
the firm's attorneys provide opinions on cutting-edge legal issues; act as monitoring counsel;
handle complex coverage litigation and offer full-service corporate and regulatory support.
Hinshaw's attorneys understand the financial services industry and recognize its complexities.




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The Insurance Services practice team at Hinshaw represents more than 100 insurance
companies, including CNA, Fireman's Fund, Hartford, Travelers, St. Paul Fire and Marine, and
Zurich. The firm's representation extends to smaller, regional insurers; reinsurers; captive
insurers; and third -party administrators.

The firm's Insurance practice has taken its attorneys to virtually every forum in the United States
and abroad. Hinshaw has acted as both national and regional counsel for claim and coverage
counseling and litigation, and has provided advice and analysis on corporate organization,
governance, policy drafting and regulatory compliance.

Hinshaw's areas of experience include:

   Providing advice and direction on coverage issues
   Litigating and mediating coverage disputes and bad faith actions
   Resolving reinsurance disputes through negotiation or arbitration
   Counseling on regulatory compliance
   Forming captive insurers
   Evaluating alternatives to conventional insurance
   Assisting in corporate organization and operation
   Conservations, rehabilitations and liquidations
   Administering and monitoring claims
   Drafting and interpreting insurance contracts

Hinshaw's insurance services attorneys are accomplished in both trial and appellate practice.
Their contributions and expertise are evident in the books and articles they have published and
the presentations they have been asked to give.

    Captive Insurance
    Hinshaw attorneys are highly experienced with insurer holding company and captive insurance
    models. They provide direction and advice on the creation of offshore and domestic captives,
    group and single-owned captives and third-party risk sharing entities. They work collaboratively
    with members of the firm in other practices to handle all related tax, regulatory and administrative
    issues.

    Conservations, Rehabilitations and Liquidations
    Hinshaw's attorneys are skilled in assisting in handling the issues that arise out of insurance
    company conservation, liquidation and rehabilitation. They recognize the unique regulatory
    issues and constraints that arise when an insurance company is undercapitalized. They have
    represented a variety of interests, including claimants, creditors and other insurers in these
    proceedings.

    Corporate Organization & Operation
    Hinshaw’s attorneys guide and advise clients in the organization and creation of insurance
    companies, risk-retention groups and alternative risk transfer entities. With their broad
    understanding of the insurance industry, Hinshaw’s attorneys are uniquely positioned to advise
    on reorganizations, dispute resolution, government regulation, anticipated legislation,
    capitalization options and the protection of valuable intangible assets. They guide clients through
    financing, inter-owner relations, structural and organic changes, and negotiate third-party
    agreements with underwriters, managing general agents and third-party administrators.




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   Insurance Coverage
   Hinshaw is acknowledged as a national leader in insurance coverage litigation, arbitration and
   mediation. The goal of the attorneys in the coverage practice is to avoid litigation, if possible, and
   litigate vigorously when it is not. The firm's attorneys handle complex insurance coverage
   litigation throughout the country. They are called upon to address a myriad of coverage issues
   involving virtually every insurance product. They know and have sometimes made the law that
   will determine the outcome of coverage disputes. Hinshaw attorneys have acted as regional bad
   faith defense counsel, and are justifiably proud of the success they have enjoyed in defending
   clients against extra contractual claims.

   Policy Drafting & Construction
   Hinshaw's attorneys' extensive understanding of all facets of the insurance industry enables
   them to draft policies that reflect the underwriting intent. They have been called upon to build
   contracts from the ground up and refine existing products through modifications and
   endorsements.

   Regulatory Compliance
   With a comprehensive knowledge of the regulatory, legislative, business and tax planning
   concerns facing insurance organizations, Hinshaw’s attorneys are well positioned to handle
   client's unique regulatory challenges. The firm’s attorneys have handled matters concerning
   administrative proceedings, complaint proceedings, insurance bureau examinations, provider
   audits, licensing, rate setting and policy writing. They routinely assist clients in form and rate
   filings; preparation of certificates of authority and identification of regulatory exemptions and
   exceptions. The representation of clients before regulatory boards and state agencies is an
   integral part of this practice.

   Reinsurance
   Hinshaw attorneys understand risk transfer and the significance of reinsurance. They represent
   the "players" in the industry, and are skilled in resolving reinsurance disputes through
   negotiation, arbitration and litigation. They have been involved in the evaluation and resolution of
   disputes involving notice, loss allocation, good faith and rescission. The insurance services team
   members have worked with virtually every type of reinsurance arrangement.



Labor & Employment
Hinshaw’s Labor & Employment attorneys provide a full range of services to employers,
including proactive education, training and policy drafting; crises management; response
planning; and litigation. They represent publicly and privately held companies; not-for-profit
organizations; governmental entities; health care providers; financial services firms; law firms
and other professional service organizations; real estate and development, retail, manufacturing
and insurance companies.

Hinshaw's Labor & Employment attorneys have a significant amount of experience and
knowledge in this area, and are well-known for their achievements. They regularly contribute to
academic and other well-respected publications. They have co-authored the Bureau of National
Affairs text on “Employment Termination,” which is used in many law firms and schools as a
valuable research tool. In addition, several of the firm's attorneys serve as law school faculty in
this area of law.




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Hinshaw's Labor & Employment practice group provides timely updates of new developments
and trends in human resources via a monthly electronic newsletter, Employment Practices Alert.
Additionally, the group maintains a website at www.HRLawManager.com, which contains
valuable information and links to sites of interest to managers and human resource
professionals. Through this website the group offers management guidelines, legal summaries,
downloadable forms, agreements, checklists and more to subscribing clients.

   Employment Advice & Counseling
   A substantial portion of Hinshaw's Labor & Employment practice is devoted to proactive
   counseling and advising management in employment and labor matters, including discipline and
   discharge issues; wage and hour issues and audits, and the interaction between various federal
   and state laws. The group also drafts and reviews separation and non-competition agreements,
   as well as employee handbooks and employer policies and procedures. They also provide in-
   house training to management on hiring, discipline, unlawful discrimination and retaliation and
   other workplace issues.

   Employment Litigation
   Hinshaw’s attorneys have extensive experience in employment law litigation in claims brought
   under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
   Employment Act, the Civil Rights Act of 1991, the Americans with Disabilities Act, and other anti-
   discrimination legislation, ERISA, COBRA, and the Railway Labor Act. Their experience extends
   to handling complex claims brought by individuals or as class actions. Hinshaw's employment
   litigators provide employers with aggressive representation through all phases of litigation, from
   charges pending in federal, state or municipal agencies through federal, state and appellate
   courts.

   Hinshaw also represents employers before the Occupational Safety and Health Administration
   (OSHA) and state agencies responsible for workplace safety. The firm regularly assists
   employers in all phases of this important practice, including during the early stages involving the
   investigation, citation and informal conference. The firm's attorneys also represent employers
   before the Occupational Safety and Health Review Commission (OSHA), and assist clients in
   negotiation of settlements of these claims once they reach the complaint stage.

   Immigration
   Hinshaw attorneys provide a broad range of immigration services to both businesses and
   individuals. A significant portion of the firm's immigration practice involves handling employment-
   based immigration matters.

   The firm's attorneys assist employers in pursuing immigrant visas, or permanent residency, for
   their foreign-born workers, including obtaining labor certification, filing for permanent residency
   on behalf of the employer, and, upon approval of the permanent residency petition, assisting the
   employee in adjusting his or her status to immigrant. Additionally, Hinshaw's immigration
   attorneys regularly advise employers on conducting the I-9 procedure; responding and preparing
   for Immigration and Naturalization Service (INS) and Department of Labor (DOL) audits and
   investigations; responding to inquiries from the Social Security Administration and avoiding and
   addressing charges of discrimination based on national origin.

   Labor Relations & Collective Bargaining
   Several of the firm's Labor & Employment attorneys devote a significant portion of their practices
   to management/union issues. Hinshaw's attorneys regularly represent management before the




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   National Labor Relations Board, labor mediators and arbitrators and in issues that arise under
   the National Labor Relations Act. They represent management in collective bargaining
   negotiations from the preparation of management proposals and evaluation of union proposals,
   to defending management in any disputes that arise from agreements.

   Hinshaw's attorneys work closely with clients in responding to union election campaigns and
   organizational drives. They have successfully advised many employers how to legally prevail in
   union representation elections. They also litigate election results; handle decertification matters
   and employee polling; defend unfair labor practice charges; and defend jurisdictional disputes
   among competing unions. Additionally, Hinshaw attorneys represent employers in secondary
   boycott issues that arise in union job actions, and advise clients concerning employer options
   with regard to picket line issues and violence.

   Workers’ Compensation Defense
   Hinshaw is highly experienced in representing self-insured employers and insurance companies
   in workers' compensation defense matters, including providing comprehensive risk management
   programs and safety-related legal advice. The firm's attorneys counsel clients on all areas of
   workers’ compensation, including exposure claims and complex compensability disputes. They
   have handled some of the most complex and high exposure workers' compensation, class action
   and third-party liability cases involving fatalities, catastrophic injuries and toxic tort exposures.

Litigation
Hinshaw has more than 300 highly skilled, experienced trial attorneys and litigators who have
broad-based commercial and defense litigation experience. The firm’s attorneys have tried
thousands of cases to verdict.

Hinshaw's litigators are also well-respected arbitrators and mediators, who are consistently
vigilant in pursuing the best forum to promote and protect their clients’ business interests.
Nationally recognized for their insurance, products liability, professional liability and personal
injury expertise, Hinshaw trial attorneys also enjoy success in all aspects of commercial,
environmental, employment, liability and white collar representation.

   National and Regional Litigation Programs
   As a national firm with significant depth of experience in litigation, Hinshaw & Culbertson LLP is
   uniquely positioned to serve as National or Regional Litigation Counsel and has done so highly
   successfully for numerous clients.

    The firm understands that companies with large volumes of litigation across the country face
     many of the same key challenges, including:
    Litigating cases locally but managing them centrally to ensure a consistent approach, track
     trends and minimize risk of future litigation of the same nature.
    Producing and gathering large volumes of documents for discovery.
    Indexing and storing documents related to repetitive litigation for easy retrieval.
    Controlling and reducing the cost of litigation, including legal and expert fees, costs of
     payments and runaway jury verdicts.

   Hinshaw has assisted in-house counsel establish National and Regional Litigation Programs to
   provide better control of the litigation process within a single firm who manages these cases on a
   day-to-day basis. In the role of National and Regional Counsel, Hinshaw attorneys generally:




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   Personally handle cases or assign local counsel from Hinshaw's well-developed network of
   qualified and experienced local counsel and/or from a pre-selected list compiled by the company
   and its in-house counsel.

   Manage local counsel; educate them about the clients' business, culture, products and
   organization; and ensure they approach cases in a manner consistent with the nationally (or
   regionally) directed approach. When appropriate or desired by the client, Hinshaw will review
   local counsel invoices and manage payment of their fees.

    Develop and direct a uniform and consistent approach for managing litigation, assuring
     coordinated positions in pleadings, discovery responses, depositions and document
     production, among other things.
    Track trends and recommend appropriate preventive measures. Hinshaw often provides
     oversight of clients' risk management programs. When appropriate, the firm designs and
     provides risk management training.
    Estimate exposure early in the process and deliver a preliminary assessment.
    Assist with insurance coverage issues, including coordination of notice to the proper
     insurance carrier, and support the third party claims administrator on the claims
     administration aspects of the case.
    Communicate with in-house lawyers on major issues, such as: key depositions; the hiring of
     experts; settlement discussions; the impact of the trial, if any, on the reputation of a product,
     the company or the like; and the status of legal fees and other costs associated with the
     litigated case.
    Direct the selection of expert witnesses as well as their utilization. Like its network of local
     counsel, Hinshaw has a well-developed network of expert witnesses and maintains a
     database of information about these witnesses.

   Through its effective management of National or Regional Counsel programs, Hinshaw has
   succeeded in delivering clients highly coordinated and responsive litigation and trial counsel
   typically at a lower cost than previously incurred prior to the establishment of the program. Also,
   the firm has assisted in lifting the burden on client companies and their in-house legal
   departments of hiring, managing and instructing multiple local counsel located across the county.
   Clients of the firm have found that by outsourcing litigation management to trusted and highly
   competent National or Regional counsel, their in-house counsel in charge of litigation can devote
   the majority of their time to the management of strategic or major cases.

   ADR/Mediation
   Hinshaw's trademark approach to litigation practice has been to assist in resolving clients' legal
   matters efficiently and pragmatically. Whenever feasible, the firm's litigators have turned to
   alternative dispute resolution (ADR) or mediation forums in lieu of more traditional litigation and
   the courtroom. They ascribe to the philosophy that for many disputes there are more effective
   methods of resolution than traditional litigation, and that the use of ADR procedures can
   significantly reduce the costs and burdens of litigation and result in solutions not available in
   court.

   Hinshaw's trial lawyers have been involved in arbitrations and mediations across the country,
   serving both as counsel and as arbitrator/mediator in a range of matters, including complex
   commercial disputes, insurance and reinsurance coverage, professional liability and labor and
   employment matters.




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   Hinshaw’s attorneys have spoken nationally on the subject of alternative dispute resolution, and
   have been cited in Inside Litigation magazine as having "an alternative dispute resolution
   practice that has had a significant impact on the litigation practice in the United States."

   Appellate
   Hinshaw’s Appellate attorneys have written briefs and argued cases before the United States
   Court of Appeals, the United States Supreme Court, all of the reviewing courts of Illinois as well
   as the reviewing courts of more than a dozen states. The firm is proud to have participated in
   several landmark decisions, and has successfully appealed several multimillion-dollar cases.
   Prevailing in 70 percent of their appellate cases during the last 30 years, Hinshaw's appellate
   attorneys have averaged more than 100 new appeals per year for the past 20 years.

   For the most part, appellate activity is generated by the firm’s expansive litigation practice,
   although several outside attorneys also refer appeals to Hinshaw. Because of the number of
   special interest groups represented by the firm, the firm's attorneys also frequently appear as
   amicus curiae, advisory counsel to the court.

   In addition to handling appeals, the firm’s Appellate lawyers assist Hinshaw’s trial lawyers with
   jury instructions, post-trial motions, preserving issues for appeal and other matters vital to the
   record. The injection of an appellate perspective while a case is pending in the lower court has
   been an important contributing factor to the firm’s litigation success.

   Bankruptcy and Creditors' Rights
   Hinshaw represents corporations, partnerships and individuals primarily as creditors in
   reorganizations and liquidations. The firm's attorneys prosecute claims on behalf of, and defend
   claims against, manufacturers, health care providers, financial institutions, licensed professionals
   and real estate developers. They litigates matters of preference avoidance, priorities between
   secured creditors, fraudulent conveyance, disputed claims, confirmation of plans of
   reorganization, and the purchase and sale of assets.

   Hinshaw's attorneys also serve as trustees and represent creditors’ committees. Additionally,
   they advise commercial litigants and litigators regarding the ramifications and strategic
   opportunities when parties to a suit enter bankruptcy proceedings.

   Class-Action Litigation
   Hinshaw's litigators and trial lawyers have extensive experience in the defense of a wide variety
   of class action lawsuits in state and federal courts throughout the United States.

   These attorneys have defended class actions in a wide range of areas, including:

      Breach of contract
      Business failures
      Consumer fraud
      Environmental torts
      Insurance and benefits plans
      Product liability
      Unfair competition

   Hinshaw has represented clients in numerous industries, including automotive, banking and
   financial institutions, consumer products, construction and construction materials, health care,




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   insurance, pharmaceuticals and transportation. The firm has also represented a number of
   municipalities in class action lawsuits.

   Hinshaw's attorneys have successfully obtained pre-certification dismissals and summary
   judgments, conducted class discovery, defeated class certification and obtained de-certification
   of classes in cases of both local and national scope. They have practiced before the Multi-District
   Panel, and have served as lead defense counsel in class action hearings in federal multi-district
   litigation, where they have briefed and argued important issues of first impression with respect to
   class action practice and procedure.

   Hinshaw's attorneys have represented clients both with respect to plaintiff classes and defendant
   classes. They have considerable experience representing corporate clients as plaintiffs in
   defendant class actions.

   Commercial Litigation
   Hinshaw's Commercial Litigation practice provides the breadth and depth of experience required
   by organizations ---- both large and small ---- to defend against today’s complex litigation matters.
   The firm's experienced trial attorneys regularly handle jury trials, bench trials, arbitrations,
   mediations and administrative and regulatory proceedings for all manners of business disputes.

   Hinshaw has successfully represented clients in virtually all areas of litigation and in cases in
   many state and federal courts. The firm serves as national or regional coordinating trial counsel
   for many clients in jurisdictions across the country. Our lead trial counsel are seasoned
   attorneys, including several former United States Attorneys and some Fellows of the American
   College of Trial Lawyers. The members of Hinshaw's Commercial Litigation group have
   expertise in active litigation as well as in advising clients in how to avoid litigation or how to
   resolve disputes without resorting to litigation. They are experienced in representing a broad-
   range of companies, including financial institutions, real estate companies and investors,
   construction companies, pharmaceutical companies, manufacturers, hospitals and health care
   systems, insurance and telecommunications companies. They also represent the full range of
   professionals in their malpractice or liability matters.

   Construction Litigation
   Hinshaw's highly experienced team of Construction attorneys has handled all of the issues that
   traditionally arise in construction projects, whether they involve payment disputes, insurance
   coverage, allegations of defective design or construction, changed or unforeseen conditions,
   delays, disruptions, loss of productivity or similar claims. The firm is highly experienced in
   handling every type of personal injury and property damage matter involving construction-related
   incidents.

   Hinshaw represents both plaintiffs and defendants in construction litigation, including owners,
   contractors and design professionals. Over the past 15 years, the firm has served as defense
   counsel in many major catastrophic cases involving loss of life or serious property damage.
   Hinshaw has litigated numerous property damage cases, and the firm's long history of dealing
   with insurance companies and claims adjusters better equips the firm's attorneys to handle
   coverage issues and settlement negotiations.

   Hinshaw's attorneys engage in all forms of alternative dispute resolution and mediation. When
   early resolution is unachievable, they litigate in trial and appellate courts at both the state and
   federal levels, as well as before contract appeals boards and other administrative tribunals.

   ERISA Litigation



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   Hinshaw’s attorneys regularly litigate matters involving employee benefit plans under the
   Employee Retirement Income Security Act (ERISA) and other applicable laws. The firm
   represents corporations, tax-exempt organizations, local governmental entities and individuals in
   cases involving contested benefit claims, breaches of fiduciary responsibility, and interference
   with protected rights, insolvent group health plans, service provider errors and omissions, plan
   termination liability to the U.S. Pension Benefit Guaranty Corporation and COBRA continuation
   coverage liability.

   The firm's attorneys also represent clients in connection with investigations by the Pension and
   Welfare Benefits Administration of the U.S. Department of Labor and in connection with the
   employee plan audit examinations by the Internal Revenue Service (IRS). Additionally,
   Hinshaw's attorneys assist plan administrators in designing and implementing proper
   administrative processes for benefits claims.

   General Liability Litigation
   Hinshaw represents insurance companies, corporations, partnerships and individuals in claims
   and suits alleging bodily injury or damage to property as well as intentional tort claims such as
   those alleging fraud, assault, conversion, false imprisonment, defamation, slander, libel and
   tortuous interference with business relationships.

   Hinshaw’s attorneys also defend clients in claims and suits arising by reason of alleged
   violations of federal and state regulations and statutes. The firm has extensive experience in
   dram shop actions, general negligence and admiralty issue involving personal injury claims and
   cargo disputes.

   Hinshaw’s attorneys routinely defend large department stores, police officers, cities, counties
   and elected and appointed employees and officials in civil rights actions, especially for false
   arrest and malicious prosecution.

   Insurance Litigation
   Since its founding in 1934, Hinshaw has handled all aspects of insurance representation. The
   firm has defended insureds, self-insureds and reinsurers in product liability, premises liability,
   workers' compensation, legal and medical malpractice, automobile negligence, and other types
   of complex personal injury and negligence actions.

   Hinshaw's attorneys have been involved in major coverage disputes, such as the MGM fire,
   Kansas City Skywalk collapse, Three Mile Island, Homestake, Fox River Grove, Illinois train/bus
   collision, the Brown’s Chicken homicides and the St. Charles Illinois High School closing. They
   also has significant experience in the areas of environmental clean-up, asbestos and breast
   implant litigation. Hinshaw's attorneys have led national, regional and local clients in litigating
   issues of bad faith, class actions and policy interpretation.

   The firm's attorneys both litigate and arbitrate reinsurance disputes, involving facultative
   contracts and treaty contracts. These highly skilled and deeply experienced trial attorneys have
   recovered multimillion dollar-awards on behalf of clients and have also successfully defended
   clients against multimillion-dollar cessions. Representative issues include allocation of loss,
   attribution of long-tail claims, catastrophe aggregations, good faith and fair dealing/uberrima
   fides, rescission and defenses pertaining to claims reporting.

   Intellectual Property Litigation




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   Hinshaw has experience in litigating patent infringement, trademark and dilution, and copyright
   disputes. The firm's attorneys also represent clients in unfair competition, trade secrets, false
   advertising and right of publicity cases. Several of these attorneys focus on computer and
   internet law, with recent cases involving cybersquatting, domain name, trademark and copyright
   issues. Hinshaw also frequently represents architects and other professionals in copyright
   infringement disputes.

   Hinshaw’s Intellectual Property trial attorneys work closely with the firm’s technology and other
   transactional attorneys to fashion business solutions to intellectual property disputes.
   Additionally, they work closely with clients to avoid litigation by helping them identify key marks
   and materials for registration; reviewing matters related to the development, distribution,
   ownership and use of technology; as well as preparing confidentiality, licensing, employment and
   insurance agreements involving intellectual property issues.

   Personal Injury Litigation
   Hinshaw has a distinguished record and extensive courtroom experience in defending personal
   injury and wrongful death claims. The firm’s trial attorneys routinely litigate product liability,
   premises liability, medical malpractice, construction site accidents, automobile accidents,
   aviation accidents, pharmaceutical and medical device and other tort claims on behalf of
   manufacturers, distributors, property owners and other business entities.

   Professional Liability Litigation
   Hinshaw has one of the largest professional liability practices in the country, with more than 125
   attorneys who have extensive experience in the defense of a wide variety of professional liability
   claims. The firm's attorneys are highly skilled in defending accountants, directors and officers,
   lawyers, medical professionals, insurance and real estate brokers, as well as design
   professionals, including architects, engineers and surveyors.

   They regularly represent professionals in both disciplinary hearings and litigation, as well as
   advise on best practices and risk management techniques to avoid disciplinary investigations
   and lawsuits.

   Securities Litigation
   Hinshaw’s attorneys prosecute and defend class actions and multi-district litigation involving
   securities fraud claims. The firm's attorneys also represent respondents and targets in state and
   federal enforcement investigations by regulatory and self-regulatory organizations and
   defendants in criminal prosecutions for violations of state and federal securities laws.

   Additionally, Hinshaw attorneys have extensive experience in adversary proceedings and
   enforcement actions involving commodities, derivatives, options and futures.

   Transportation
   Hinshaw represents clients in the trucking, bus, common carrier, airline, freight forwarder,
   steamship and railroad businesses, including shipper’s agents and brokers and insurers
   covering transportation companies. The firm's attorneys have successfully completed hundreds
   of jury trials in the transportation field, including FELA cases. They actively participate in key
   industry organizations such as the Trucking Industry Defense Association, Aviation Insurance
   Association and the American Trucking Association.

   Frequent contributors to professional and industry journals on transportation issues, Hinshaw’s
   attorneys are recognized for special expertise in these arenas:




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     Cargo Claims
     Hinshaw’s attorneys regularly defend carriers in cargo claim litigation in state and federal
     courts across the country. Cases involving international shipments typically involve carriers
     from more than one mode of transportation, and Hinshaw’s attorneys have skillfully asserted
     limitations of liability applicable to other modes of transportation on behalf of their own carrier
     clients. They have significant experience in handling matters involving the Carmack
     Amendment, which federalizes all cargo claims over $10,000. Additionally, Hinshaw's
     attorneys assist their clients with claims ranging from a very simple household goods move to
     dealing with a warehouse full of stored goods destroyed by a flood.

     Coordination of Accident Investigation
     Hinshaw assists transportation clients in the investigation of catastrophic accidents. When
     responding to a catastrophic accident, the firm's attorneys are highly skilled at assembling
     requisite teams of engineers, investigators and technicians. As trial attorneys, they have
     successfully protected the results of an investigation from discovery utilizing available
     privileges and quickly addressing the areas of inquiry necessary to promptly evaluate an
     exposure following an accident.

     Employment Practice Claims
     Hinshaw attorneys represent transportation clients in all aspects of employment law disputes,
     defending discrimination claims as well as wage and salary disputes.

     Environmental Claims
     Hinshaw represents railroads, over-the-road common carriers, and other transportation
     industry entities in claims and suits brought as a result of environmental incidents. The firm’s
     transportation and environmental litigators have defended transportation clients in matters
     alleging damage to property or bodily injury due to violations of environmental laws or
     regulations. This integrated team of environmental and transportation attorneys also advises
     clients in the event of hazardous material spills or releases, claims of water and soil
     contamination, clean-up obligations, and various environmental compliance matters.

     Insurance Coverage Disputes
     Nationally recognized in the insurance industry, Hinshaw's attorneys possess significant
     expertise in representing transportation clients in coverage issues. Typical issues include
     the priority between insurance contracts issues to a carrier as opposed to an owner/operator
     of a leased vehicle, the interpretation and construction of the MCS 90 endorsement and
     related federal regulations. Hinshaw's attorneys routinely negotiate the complicated issues
     regarding the use of self-insurance and the relationship between the self-insured and the
     insurance carrier.

     Personal Injury and Death Claims
     Many of Hinshaw's leading trial attorneys extensively litigate transportation-related personal
     injury and wrongful death cases on a regional and national basis.

     Property Damage Claims
     Hinshaw’s trial attorneys successfully defend and prosecute significant property damage
     claims utilizing experts in accounting, engineering and product design.

     Regulatory Compliance
     Hinshaw assists motor carriers and other clients who maintain their own fleet of vehicles in
     complying with the numerous U.S. Department of Transportation and state regulations




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      governing motor safety, licensing and operating authority, as well as insurance requirements.
      The firm's attorneys provide advice and counsel and compliance tips regarding drivers’ license
      requirements, gross vehicle weight rating limitations, employment applications, annual
      reviews, record of violations, notification of convictions, physical qualifications, drive
      qualification files, insurance requirements, certificates and licensing criteria and record
      retention. They also assist motor carriers in developing effective self-audits and in responding
      to the Department of Transportation’s audit process.

   White Collar Crime
   Hinshaw has extensive experience defending clients in white collar criminal matters, including
   health care fraud, complex financial fraud, tax fraud, insurance fraud, office and police
   corruption, RICO, organized crime, bank embezzlement and bank fraud.

   In addition to representing clients before grand juries and during investigations by federal and
   state prosecutors, the firm's attorneys appear before various agencies and disciplinary bodies for
   quasi-criminal matters on behalf of clients. They also represent corporate and individual clients in
   connection with administrative investigations and any related civil fraud or monetary penalty
   action.

   Hinshaw's attorneys also assist clients in avoiding investigations and litigation by working with
   them to create compliance programs with an eye to the Federal Sentencing Guidelines.

   The firm's attorneys who practice in this area have authored numerous articles on white collar
   crime. They have contributed to the U.S. Department of Justice Manual on Prosecution of Health
   Care Fraud and have served as faculty for the National Institute of Trial Advocacy at
   Northwestern University, the Department of Justice Advocacy Institute and the DuPage County
   Bar Association Trial Advocacy Program.

Professional Liability
Hinshaw has one of the largest Professional Liability practices in the country, with more than
125 attorneys who have extensive experience in the defense of a wide variety of professional
liability claims.

The firm's attorneys are highly skilled in defending accountants, directors and officers, lawyers,
medical professionals, insurance and real estate brokers, as well as design professionals,
including architects, engineers and surveyors.

They regularly represent professionals in both disciplinary hearings and litigation, as well as
advise on best practices and risk management techniques to avoid disciplinary investigations
and lawsuits.

   Accountants Liability
   Hinshaw has represented many large national accounting firms, as well as smaller local and
   regional firms in a variety of matters and in various forums. The firm's professional liability
   practice includes several lawyer/CPAs that combine substantive knowledge of the rules and
   ethics of accounting with the ability to speak to accountants in their own language.

   Agent & Brokers Errors and Omission Liability
   Hinshaw has extensive experience representing insurance agents and brokers, real estate
   agents and brokers and securities brokers in their matters alleging errors and omissions,
   negligence and fraud. The firm's attorneys are highly knowledgeable about these industries, and




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   devote a significant portion of their practices to counseling and training on risk management
   practices in order to prevent or avoid claims.

   Architects, Engineers & Design Professionals Liability Litigation
   Hinshaw represents architects, engineers and other design professionals in all aspects of their
   professional risk management. The firm's attorneys have represented the very largest firms as
   well as solo practitioners in their defense against liability claim. They also provide advice on
   office practices and contracts for professional services. The firm’s daily contact with such
   professionals has resulted in a network of professional experts at its disposal for both
   consultation and expert testimony.

   Director and Officer Liability
   In today's environment where corporate decisions are under greater scrutiny than ever before,
   the odds that directors and officers will face litigation have increased dramatically. Hinshaw’s trial
   attorneys are highly experienced in defending corporate officials in all types of actions, ranging
   from massive fraud to simple oversight. They have an excellent reputation and record in
   defending corporate leaders. The firm's experience spans numerous industries and companies,
   from privately-held to publicly-traded.

   Hinshaw's attorneys also serve as counsel for carriers that underwrite indemnity policies. In this
   capacity, they often monitor the defense strategies of the insured's counsel.

   Legal Malpractice
   Hinshaw has long been recognized as a leader in representing, counseling and defending
   lawyers, law firms and their insurers in legal malpractice matters. The firm's 60-plus lawyers
   practicing in this area have contributed to shaping the law and litigation of malpractice claims,
   handling more legal malpractice cases through trial than any other law firm in the country.
   Hinshaw is also a leader in the number of published appellate decisions in the area of legal
   malpractice. Additionally, members of the practice team are well-known nationally for their
   experience in handling disciplinary and legal ethics matters, as well as for counseling law firms
   on risk management and professional responsibility issues.
                                   ®
   As Lawyers for the Profession , Hinshaw's attorneys provide full-service representation to the
   legal industry.

   These services include:

    Legal malpractice defense counseling and representation
    Professional grievance and disciplinary complaint advice and representation
    Risk management services, including educational programs, audits, and the development of
     policies, procedures, forms and manuals for improving law firm operations and profitability
    Outside ethics counseling, including conflict of interest resolution and management,
     development and structure of ancillary businesses, marketing, advertising and solicitation of
     clients, supervision of lawyers and support staff, and multi-jurisdiction and multidiscipline
     practices
    Law firm formation, compensation structures, partnership disputes, partnership mergers and
     lateral hiring arrangements, and law firm break ups and dissolutions
    Bar admission advice and representation, including movement of lawyers among jurisdictions




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    In-house legal department management advice, with an emphasis on improving management
     over dispersed in-house law departments, and establishing and maintaining effective control
     over outside counsel, including case and engagement oversight and billing control
                                                              ®
   Hinshaw's leading position as Lawyers for the Profession is further evidenced in the published
   works of the team, the professional appointments and positions they hold, as well as the vast
   number of lectures or presentations they are invited to give annually.

   Hinshaw's attorneys have written the leading treatise on legal malpractice, "Legal Malpractice"
   (5th Ed., West Publishing) and the leading book on risk management, "Risk Management:
   Survival Tools for Law Firms" (American Bar Association). Hinshaw partners have chaired
   virtually every notable bar-related organization and committee on these subjects. Three of the
   firm's partners have served as President of the Association of Professional Responsibility
   Lawyers (APRL).

   Every year Hinshaw conducts the Legal Malpractice & Risk Management Conference which is
   the premier annual event focused on the important and current developments in the law and
   litigation of malpractice claims, legal malpractice insurance and risk management strategies. For
   more information, visit www.LMRM.com.

   Additionally, the firm provides www.lawyeringlaw.com, an extensive web-based resource for
   professional liability insurers and their lawyer clients in the area of risk management.

   Medical Malpractice
   Hinshaw has extensive, national experience in handling medical malpractice matters. With more
   than 50 attorneys specializing in this area, the firm is among a handful of law firms with
   considerable national depth in medical malpractice. Hinshaw has successfully represented many
   large health systems, hospitals, physicians and physician groups, nurses, nurse midwives,
   chiropractors, dentists, mental health institutions, psychiatrists and psychologists, pathologists,
   osteopaths and nursing homes.

   Hinshaw's Medical Malpractice attorneys know intimately the dramatic changes that have swept
   over the U.S. health industry during the past decade or so. They understand that it is common
   for verdicts in this area to average $20 million. Given these large verdicts, Hinshaw's attorneys
   have adopted and continue to develop innovative practices for defending medical practice
   actions. They are well-connected with the best experts in the country who they team with to get
   quality results for clients. Additionally, Hinshaw's clinically experienced nurse consultants assist
   the firm's attorneys in building a strong technical and comprehensive defense.

   Hinshaw's attorneys appreciate the extensive schooling and training medical professionals must
   undergo in order to cure and prevent disabilities and illnesses, save lives and improve outcomes.
   Medical professionals make a continuous investment in their skills and expertise so they can
   provide their patients with the highest quality care. Hinshaw's attorneys respect that their
   reputation is hard-earned and of continuing value. They seek to minimize the time the firm's
   clients spend concerned about a case's effect on their reputation, so they can redirect it back to
   their medical practice and the people in their care.

   The financial consequences to health organizations and medical professionals from professional
   liability claims can be enormous. Through the use of aggressive litigation tactics, or sound
   negotiations, Hinshaw's attorneys seek to minimize or eliminate the immediate and long-term
   economic effects of malpractice claims.




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School Law
For more than 50 years, members of Hinshaw’s School Law practice group have advised and
represented school districts, boards of education and their school district administrative teams
throughout the state of Illinois. Today, the firm offers a full-service practice to both publicly and
privately organized educational entities in Illinois and elsewhere, including school districts,
special education cooperatives, independent schools and community colleges. Hinshaw's
School Law attorneys are highly skilled in the business, educational, legislative and financial
issues facing school districts today, and each brings to his or her overall practice a special area
of practice interest.

   Labor and Employment Law
   Hinshaw has extensive experience in representing school districts in a variety of labor, collective
   bargaining and employment matters. This includes representation before the Equal Employment
   Opportunity Commission (EEOC), state and local human rights departments, and in state and
   federal courts in statutory and common law causes of action. These include race, sex, age,
   national origin and handicap discrimination, as well as breach of contract, retaliatory discharge,
   civil rights and intentional infliction of emotional distress claims.

   The firm represents school districts in the collective bargaining process and in matters involving
   the National Labor Relations Board (NLRB) and comparable state agencies. Hinshaw attorney's
   regularly negotiate and draft non-union personnel contracts; draft policy manuals; and provide
   assistance with employee benefit programs. Additionally, they advise clients during difficult labor
   situations, including dealing with public relations aspects of strikes.

   Legislative Proposals
   Hinshaw provides school districts with counsel on environmental issues and legislative advocacy
   services, including drafting legislation, lobbying before governmental entities and working with
   legislators in promoting legislative changes and securing government funding assistance. The
   firm's attorneys draft and give advice to clients with respect to new local or state legislation;
   represent clients before regulatory agency hearings and lobby before the U.S. Congress and
   State legislatures.

   Hinshaw's attorneys have substantial experience with federal, state, county and local
   governmental activities and policy-making. They have a unique understanding of government,
   since the core of many of their professional experience is derived from high-level government
   service. Hinshaw attorneys have served as United States Attorneys, Assistant U.S. Attorneys,
   State's Attorneys, and counsel to federal and state members of government. The insight
   obtained through this experience allows them to determine the most effective representation
   strategy for clients.

   Public Finance
   Hinshaw's School Law attorneys provide a full range of services in public law and finance. They
   represent school districts in connection with financing matters, such as issuing bonds, notes and
   warrants, as well as entering into financing leases. Hinshaw's attorneys act as bond counsel,
   and in this capacity they draft resolutions, ordinances and other proceedings, and, where
   appropriate, trust indentures. They also render an unqualified legal opinion as to the validity and,
   where appropriate, the tax-exempt status of the securities in question. Hinshaw's School Law
   attorneys also act as underwriters' counsel in connection with tax-exempt or taxable financing by
   municipalities and other public bodies.




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   Real Estate and Construction
   Hinshaw has extensive experience with real estate, zoning and land use and construction
   matters in a wide variety of real estate transactions and real estate related matters on behalf of
   school districts. Such matters include public bidding; construction contracting; administration and
   claims settlement; land use planning and zoning; leasing, financing, acquisition and disposition
   of real property interests; property taxation; performance and payment bonds and other surety
   matters; project insurance review; occupational safety and health and environmental review and
   compliance. The firm is experienced in all aspects of construction litigation and can represent
   schools in contractual disputes and suits involving claims of injury, defects in performance,
   breaches of warranty, contractor defaults and financial collapse.

   School Board Representation
   Hinshaw's School Law practice is experienced in all legal aspects of local government
   organization and operations, including general and bond elections and election contests; conflict
   of interest laws applicable to local government officers and contracts; Open Meetings Act
   requirements; public bidding and public construction contracts; annexations, budgets and
   appropriations; meeting requirements and parliamentary procedure and publication requirements
   for legal notices.

   In cooperation with school districts, insurance carriers, third-party administrators and risk pools,
   the firm has represented numerous districts and administrators in federal and state trial and
   appellate court proceedings involving general liability issues as well as civil rights defense,
   personal injury and wrongful death and class action matters.

   Student Matters
   Hinshaw's School Law attorneys consult daily with administrators regarding the scope of student
   rights in disciplinary matters; free speech and assembly issues and equal access to educational
   benefits and opportunities. Additionally, they work with educators in distinguishing between and
   responding to matters of student harassment or abuse, and normative developmental or cultural
   differences among peers. They frequently address issues concerning the preservation of the
   student's confidentiality rights within the context of the educator's need to know and the public's
   right to know.

   Hinshaw's School Law attorneys who practice in the area of special education have successfully
   represented school districts in Administrative Hearings, the Federal District Court and the
   Seventh Circuit Court of Appeals. They regularly consult with clients regarding the eligibility of
   students for special education services; placement in the least restrictive environment
   (inclusion); the provision of related services; compensatory education; discipline; §504;
   residential placements and attorney's fees petitions. They also advise clients, as needed, on
   issues relevant to the development and maintenance of appropriate policies and procedures
   affecting students with disabilities. The firm's attorneys practicing in this area, including a former
   Clinical Social Worker, have extensive experience in this specialized area of law and offer
   superior representation.




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