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HomeMy WebLinkAboutR-2004-007 for Muller and Mintz (Labor issues) RESOLUTION NO. 2004-007 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, APPOINTING THE FIRM OF MULLER AND MINTZ, P.A., AS SPECIAL CITY ATTORNIES REPRESENTING THE CITY ON LABOR RELATED ISSUES AS DETERMINED BY THE CITY MANAGER; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Dania Beach City Charter, Part III, Art. 5, Section 3, authorizes the City Commission to employ special city attorneys who shall serve under terms and conditions as may be determined by the City Commission; and WHEREAS, the Dania Beach City Commission desires to appoint the law firm of Muller and Mintz, P.A. as special city attorneys representing the city's interests in matters relating to labor and such other legal matters as authorized by the City Commission. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That Muller and Mintz P.A. is appointed by the Dania Beach City Commission • to serve as special city attorney to represent the city's interests in matters relating to labor and in such other legal matters as authorized by the City Commission; Section 2. That senior attorneys at the firm of Muller and Mintz, P.A. shall be compensated for legal services at an hourly rate of$200.00. All statements submitted by Muller and Mintz. P.A. for services rendered shall be subject to review and approval by the City Manager. Section 3. That all resolutions or parts of resolutions in conflict are repealed to the extent of such conflict. Section 4. That this resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED ON THIS 13'h DAY OF JANUARY, 2004. AN N MAYOR — COMMISSIONER • 1 RESOLUTION NO. 2004-007 ATTEST: ROLL CALL: COMMISSIONER CHUNN - YES COMMISSIONER FLURY - YES CH RLENE HNSON COMMISSIONER MIKES - YES CITY CLERK VICE-MAYOR MCELYEA - YES MAYOR ANTON - YES APPROVED AS r M AND CORRECTNESS:BY: ' � - TH M S 0. A BRO CITY TTORNEY O 2 RESOLUTION NO. 2004-007 AGENDA REQUEST FORM CITY OF DANIA BEACH AGENDA ITEM NO. • 1. DATE OF COMMISSION MEETING: JANUARY 13, 2004 2. DESCRIPTION OF AGENDA ITEM: RESOLUTION APPOINTING MULLER MINTZ AS LABOR ATTORNEYS FOR THE CITY OF DANIA BEACH 3. COMMISSION ACTION BEING REQUESTED: Adopt Resolution or Ordinance ❑x Expenditure x❑ Award Bid/RFP Presentation ❑ General approval of item ❑ Continued from meeting ❑ Other(please explain) ❑ 4. SUMMARY EXPLANATION & BACKGROUND: DISSATISIFIED WITH LABORR SERVICES PROVIDED BY WEISS SEROTA. NEED SEASONED GOVERNMENT LABOR ATTORNEYS WITH EXTENSIVE UNION EXPERIENCE. OF FIRMS INTERVIEWED, MULLER MINTZ PRESENTED THE BEST QUALIFICATIONS. ® 6. FOR PURCHASING REQUESTS ONLY: 7. Amount: Fund: GENERAL: X❑ WATER: ❑ SEWER: ❑ STORMWATER: ❑ Account name: Account#: 00/-/'M2 3//- /0 Finance Director Approval: Date:_���/ 7. REVIEWED AND APPROVED FOR ADDITION ON AGENDA: /1 r(l__-�Co r Submi ted b Date Administra ive Services/Risk. .. nagement Date Depart ent-Direc r` Date City Manager Date / Senterfitt • ATTORNEYS AT LAW Fort Lauderdale One Southeast Third Avenue Jacksonville 28th Floor Miami Miami,Florida 33131-1714 Orlando Tallahassee www.akerman.com Tampa 305 358 5500 tel 305 379 3802 fax West Palm Beach January 7, 2004 HAND DELIVERED Ms. Mary McDonald Director, Human Resources and Administrative Services City of Dania Beach 100 W. Dania Beach Boulevard Dania Beach, Florida 33004 Dear Ms. McDonald: • It was a pleasure meeting with you and Mr. Pato regarding the opportunity for us to represent the City of Dania Beach in connection with labor and employment matters. This letter is to provide some information regarding our firm and outline the terms of our representation of the City. As we discussed during our meeting in December,Muller Mintz, P.A.,was in the process of merging with Akerman Senterfitt at that time. We are pleased to inform you that the merger was finalized on January 2. 2004. As such, we have enclosed firm brochures for both Muller Mintz, P.A., and Akerman Senterfitt. This will give you an idea of the specific services offered to our labor an employment clients as well as the general scope of all services offered by Akerman Senterfitt. The merger of Muller Mintz with Akerman Senterfitt will no way affect the quality of services we provide to our labor an employment clients. In fact, all of the Muller Mintz attorneys and staff joined Akerman Senterfitt in their Fort Lauderdale, Miami and Orlando offices. With respect to labor and employment law, we have the largest number of Florida Bar Board- Certified labor and employment attorneys in one firm in the State of Florida. Board certification requires demonstrated knowledge through examination, significant experience in labor and employment law,rigorous continuing.; lei-al education, and favorable peer and judicial reviews. All of our attorneys are licensed (or in the case of newly graduated attorneys, awaiting licensing) to practice law in the State of Florida. Our labor and employment practice is devoted exclusively to the representation of public and private employers in all aspects of labor, employment, and civil rights law. We routinely provide advice to employers on issues involving various employee matters including, but not limited to, collective bargaining; Ms. Mary McDonald January 7, 2004 Page 2 arbitrations; grievances; compensation; benefits; hiring; wage and hour issues; investigations; discipline; termination; unemployment compensation; occupational safety and health; review of policies, handbooks, practices and procedures; and day-to-day employment-related issues. We have extensive experience in all phases of labor and employment law including Florida's Public Employee Relations Act, Florida Statutes Ch. 447, Pt. Il; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; 42 U.S.C. §§ 1981, 1983, 1985(3) and 1988; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967, as amended; the Fair Labor Standards Act, as amended; the Equal Pay Act of 1963; the Rehabilitation Act of 1973,as amended;the Family and Medical Leave Act,as well as similar state and local legislation. We have extensive experience practicing before federal and state courts,various labor and civil rights agencies, as well as civil service boards for local governmental entities. Examples include, but are not limited to, the Florida Public Employee Relations Commission; Florida Commission on Human Relations; Equal Employment Opportunity Commission; the various local "deferral agencies" which handle employment discrimination claims in the State.of Florida (e.g., Dade County Equal Opportunity Board; Broward County Human Rights Division,etc.);various civil service and/or personnel boards;National Labor Relations Board; Florida Public Employees Relations Commission; U.S. Department of Justice; U.S. Department of Labor; and National Mediation Board. Moreover, nearly one-half of our labor and employment clients are public employers, including the following in Broward County: City of Plantation, City of Lighthouse Point, City of Fort Lauderdale, Broward County, and the City of Hollywood. We have continuously represented public sector employers since the inception of Muller Mintz in 1968 and will continue this tradition with Akerman Senterfitt. Our billing arrangement is as follows. We will bill you monthly for services performed by our attorneys at hourly rates which vary depending upon the experience of the attorney involved. Presently, our hourly rates are: $200.00 per hour for Shareholders; $185.00 per hour for Senior and mid-level Associates; and $165.00 per hour for entry-level Associates; $100.00 per hour for law clerks; and $90.00 per hour for paralegals. As we discussed during our meeting, however, the work for the City of Dania Beach will be perform by myself or my partner, Denise Heekin, unless we discuss and agree otherwise. In addition to our fees,our statements also include out-of-pocket expenses which we advance on your behalf. Generally, those charges will include items such as travel expenses (airfare, mileage, hotels, meals), postage,toll calls, facsimile transmissions,courier services, charges for terminal time for computer research, and charges for photocopying material to be sent to you or to third parties or which are required for our use. Charges for those services may be in excess of the actual cost of providing such services so that we may recoup some of our administrative overhead for such items. AKERMAN SENTERFITT, ONE SOUTHEAST THIRD AVENUE, SUITE 2800, MIAMI, FL 33131-1714 Ms. Mary McDonald January 7, 2004 Page 3 Our firm has long been committed to providing our clients with the best representation possible. As a result of the quality of our work, we have longstanding relationships with our clients. The combined years of experience of our attorneys, our dedication to quality representation, and our exclusive focus on representation of management in the area of labor and employment law qualifies us to provide the City of Dania Beach with the best possible legal representation. We look forward to working with you and representing the City of Dania Beach in connection with its labor and employment issues. Sincerely, I' James C. Crosland Enclosures • • G:ADMH\DMH4289mnr.wpd AKERMAN SENTERFITT, ONE SOUTHEAST THIRD AVENUE, SUITE 2800, MIAMI, FL 33131-1714 #� _. 3' 7 "l' Real Estate Practice Akerman Senterfitt has more than 60 lawyers who focus on the needs of clients in the real estate industry. This represents one of the largest full-service real estate practices in Florida.We are able to provide compre- hensive representation through changing business cycles at all levels of activity.We manage the legal aspects of large land deals and construction projects,assist developers in meeting tough environmental regulations,and advise on all aspects of transactional work including workouts and restructurings. Statewide Presence We have had an active real estate practice since the firm's founding in 1920.Today,we operate from each of our eight offices providing an insider's knowledge of the communities,boards,commissions,and regula- tors from Key West to the Panhandle.We have the contact and reputation with other practitioners,third- party consultants, and experts that are critical to the successful completion of real estate transactions.We are entrusted with many of the highest profile real property matters in Florida. In-Depth Knowledge of All Asset Classes We deal with raw land, retail, industrial, office and hotel properties, multi-family residential projects,and planned communities. Representation of Clients in All Aspects of the Real Estate Industry Our attorneys represent lenders, borrowers,sellers,buyers,developers,investors,landlords,tenants—a range of public and private entities and individuals in the real estate business.These diverse parties include financial institutions,real estate investment trusts,investment advisors,pension funds,insurance companies, institutional investors,tax-exempt entities,governmental units,and foreign investors.Our experience in working with this variety of parties in a broad range of real estate transactions adds value to our work. Cross-Section of Experience Our lawyers range from generalist problem solvers to practitioners who focus on individual clients'industry sectors and markets.This combination enables us to resolve difficult issues in a cost-efficient manner.Our focus areas include land use and entitlements, debt and equity finance, income property, and the acquisi- tion and development of projects within all real estate asset classes. Our attorneys have outstanding aca- demic and professional backgrounds with having many practiced with significant New York firms. Working With Other PracticeAreas Lawyers from other practice areas in the firm often work with our real estate lawyers.If litigation is required, t our real estate litigators are well equipped to act on behalf of our clients. Our tax lawyers help to devise � innovative and tax-efficient structures to minimize investors'after-tax returns.In addition eminent domain, bankruptcy, corporate,environmental,and ERISA lawyers can become involved,depending on the demands of the assignment. Financing We represent borrowers and lenders in a broad range of financing transactions,including acquisition, development and construction loans,take out and permanent loans,securitized lending,sale-lease back transactions,synthetic lease and off balance sheet financings,tax exempt financings,public market financings, mezzanine lending,credit enhancement,interest rate swaps, letters of credit,and multi state Q secured financings. We are experienced in single-asset and portfolio transactions involving office buildings,shopping centers and other retail properties,hotels and resorts,multi-family properties,planned residential communities,ware- house and industrial properties,correctional facilities,and stadiums and arenas.We also work on public- private partnerships for the construction of infrastructure,the creation of Community Development Districts, and other public financing. On behalf of real estate developers, institutional investors,and private investors,we structure real estate investment entities in connection with legal and business issues regarding the formation of real estate investment funds and real estate syndications.We call upon our corporate,tax,and ERISA lawyers to address relevant tax, and securities law issues. • Acquisitions and Sales Purchase and sale transactions are the foundation of any real estate practice.We represent buyers and sellers in a broad range of transactions ranging the purchase of a resort hotel for hundreds of millions of dollars to the sale of a warehouse for one million.We also are invvoved in the implementation investment programs for pension funds and in assisting with the due diligence and real property aspects of large corporate mergers and acquisitions. We handle a range of real property assets including office buildings,shopping centers,hotels and resorts, development sites,multi-use projects,warehouse and industrial properties,multi-family properties,privately developed and operated arenas, and correctional facilities.We also deal with foreclosure and bankruptcy sales and dispositions, 1031 like-kind exchanges,and condominium and land sales registrations. Our clients include publicly-traded companies,developers,investors,investment and pension funds,real estate companies,and not-for-profit organizations. Land Use and Zoning Due to population growth,suburban sprawl,and an extremely sensitive environment,Florida's development laws and regulations are among the most complicated in the nation.We offer clients one of the largest and most sophisticated Land Use and Zoning Practices in the state. We advise and represent real estate developers, businesses,and non-profit organizations in matters, ® including land use entitlements;federal,state,and county incentive programs;zoning,environmental, wetlands and wildlife,archeological,historic preservation,transportation and other concurrency issues; development of public,quasi-public,and publicly sponsored commercial and residential projects;develop- ments of regional impact; and water, building code,and brownfields issues. ® Our lawyers help clients to understand and negotiate the complex land use and zoning processes imposed by governemental agencies.Our attorneys work with the firm's real estate,litigation,corporate,govern- ment,and environmental lawyers,as well as with third-party consultants and lobbyists. Development Throughout Florida and in other parts of the United States, Latin America,and the Caribbean,our Real Estate Practice is integrally involved in the development of office, residential,hotel and resort,shopping center,industrial, multi-family,luxury condominium,mixed-use,and planned residential projects and communities. We represent clients in real estate development projects on matters including the negotiation of joint venture or other investment structures;land planning,assemblage and acquisition;acquisition,development, and construction financing;procurement of entitlements and incentives,environmental due diligence,and permitting;architectural and construction agreements;leasing;and management. Our development clients include developers, real estate companies,public and private operating companies, and institutional and entrepreneurial investors. Construction Our construction lawyers are active in representing various participants in the construction process including owners,contractors,design professionals,and tenants.We have been involved in the design,construction, ® and,enovation of office, industrial, retail,condominium,multi-family,single-family,golf course, hotel, correctional facility,telecommunications,and other projects. Our real estate lawyers often work with lawyers from our Construction Litigation Practice in representing clients in litigation or arbitration proceedings involving construction disputes. Leasing The Real Estate Practice has handled literally hundreds of lease transactions, from relatively small space leases to major corporate headquarters transactions.We are active on the tenants'and/or owner's side of leasing matters. The practice encompasses office, retail,warehouse, and net/ground lease transactions.We administer national leasing programs for operating and retail companies,and our leasing lawyers represent various pension funds and other institutional investors as landlords. In the retail area, we are regularly engaged in a variety of issues including REA's, going-dark, radius restrictions,expansion,tenant bankruptcy, and percentage lease issues. Our net/ground lease practice encompasses sophisticated tax-driven transactions as well as traditional ground leases and sale/lease back transactions of development properties. In addition,our lawyers are significantly involved in related architectural,construction,permitting,and other "work letter" issues,including power,telecommunications,and other infrastructure requirements. We also represent property management companies in shopping centers,business parks,office buildings, and major residential housing complexes,and work with our litigation attorneys in various landlord-tenant and other matters including representation in bankruptcy court and administrative tribunals. Workouts and Restructuring On the other side of the lending cycle, lawyers in Akerman Senterfitt's Real Estate Practice also advise on real estate workouts, restructurings,foreclosures,and bankruptcies.Because our attorneys have experienced several down cycles in the real estate market, they are experienced representing either in lenders and i borrowers. The lessons we have learned from handling real estate workouts and restructurings often lead to the development of new approaches to the financing of transactions. t t C C C C C C C C C C C C • C C C _ lip ,wr 4b few e' ... Trusts,Estates,and Family Law Practice Issues such as protecting assets against the erosive effects of taxes and personal lawsuits, passing on a business,caring for elderly or infirm parents, handling divorce,and maximizing the value of charitable giving, have a huge impact on one's material and emotional well being. Because of this, Akerman Senterfitt has carefully built a broadly experienced and highly respected Trusts, Estates, and Family Law Practice. Not only do we administer and litigate personal legal matters,we have crafted some of the laws that govern these affairs. Our statewide presence allows us to manage the legal issues of families and their businesses regardless of venue.And while some firms segregate the attorneys in this area into separate groups,we believe in the cross-pollination of ideas that results from maintaining one cohesive practice.Our planners understand litigation and can design agreements that minimize the possibility of future legal actions.Our family lawyers • can call on the experience of our trusts attorneys in order to effectively dissolve a marriage. Personal,Business,and Family Wealth Planning Making Life Management Decisions Whether starting out in life or preparing for retirement,the legal objectives in structuring assets are largely related to tax minimization and management control. Many legal tools are available to protect and pass on wealth. Our attorneys are versed in, and experienced with,every strategy within the law. In fact,through our active Government Practice,we helped to write many of the statutes and administrative rules that govern this area of practice. Unfortunately, many people fail to address issues concerning estates and their succession before it is too late. We are here to present our clients with all their options, and to help them get the most out of life,with a minimum of worry over the future. Business Succession Planning Business owners often want their children to benefit from the long-term viability of the business.Some of their children may want to make a life out of running the family firm,whereas others may not.Whether the entity is a corporation, LLC,sole proprietorship,or other form of business,we help clients to maintain family control of the business while ensuring that the relevant heirs benefit,in the prescribed amounts,from its success. In business succession planning, it is critical that the estate is properly structured so that a transfer of assets will not overwhelm the liquidity available to satisfy estate taxes. Insurance, maintained outside the estate in an irrevocable insurance trust, is one possible solution. Or the business can be gifted over time to remove it from the estate's taxable base. Business partnership issues are also a factor and we help to prepare agree- ments now that will avoid potentially undesirable succession issues in the future. To support our attorneys in this area,we can call upon the firm's Corporate Practice,to resolve other matters related to business organization or succession,no matter how complex or unusual. • Retirement Planning r Significant pension or profit sharing plan assets can be subject to income and estate taxes upon liquidation, death,or transfer. It is not unusual for individuals who fail to take proper precautions to lose 70-80%of retirement plan benefits to taxes.We are experienced in designing employee benefits programs,and knowledgeable in managing and protecting executives'benefits.Our skills go far beyond basic tax qualified plans to non-qualified,deferred compensation plans,stock option plans,and other employee incentive programs, many of which are extremely creative in structure. As in other areas of the law, our involvement in The Florida Bar gives us unique perspectives on the laws that govern retirement assets and tax minimization.In fact,one of our attorneys chaired the Florida Bar's Trust Law Committee,which rewrote Florida's trust law,and another currently chairs The Florida Probate Rules Committee,which is rewriting the procedures for litigating in the probate division of the Circuit Court. Trusts,Estates,and Guardianship Administration Fiduciary Advice and Counsel Managing the affairs of a trust or ward requires not only good intentions,but also strict adherence to often complex laws and regulations.Our attorneys provide advice to fiduciaries with.the goal of avoiding suits or, in certain circumstances,of instigating legal action to protect the interests of the trust or ward. We are consulted frequently on the Prudent Investor Act. Until fairly recently,fiduciaries were proscribed from making certain investments. However,the Prudent Investor Act brings Florida law in line with modern • portfolio theory by allowing relatively riskier investments if they are calculated to reduce overall portfolio volatility. An Akerman Senterfitt attorney was the primary author of the Act,and because of this we are often called upon by the trust departments of banks and other fiduciaries in regard to suits brought by aggrieved individuals whose affairs are managed under trust or guardianship arrangements. C Another common situation involves the alleged mismanagement of a corporation in which a trust or ward is a minority shareholder. Does the fiduciary, in accord with their legal obligations,need to take action to protect the beneficiary from any diminished asset value that may result?Should the fiduciary sell the assets and face a lawsuit by a beneficiary who has confidence in the investment?We ensure that the trustee knows what the investment is worth, how qualified the corporation's management is,and what legal options,proscriptions,or requirements apply in the given situation. Estate,Gift,and Generation-Skipping Transfer Tax Planning We have significant depth of experience when it comes to helping clients to substantially reduce transfer taxes so that succeeding generations are able to receive the wealth.In fact,one of our attorneys has chaired the Florida Bar's Real Property, Probate,and Trust Law Section seminar on estate planning for the last six years.This seminar covers changes in tax law, as well as innovative ways of maximizing opportunities provided by the law. It also gives our attorneys access to the latest thinking in this area from leading attorneys nationwide. Guardianship There are a number of circumstances in which people become wards.They may be incapacitated,they may be minors with substantial assets,they may be orphans,they may have been removed from their parents,or they may be elderly individuals unable to care for themselves.Whatever the circumstances they require a r d 1 guardian, and the guardian is required to have an attorney.We assist in this regard and marshal the assets of the ward,placing them into a restricted account.We then represent the ward in probate and guardian- ship court,filing any needed petitions for disbursement of funds.Should litigation be necessary to protect the rights of the ward,our Trusts, Estates,&Guardianship Litigation Practice is prepared to help. Trusts,Estates,and Guardianship Litigation Securing Justice in Probate Court Representing both individuals and corporate fiduciaries(including many of the largest banks and trust departments in Florida),we provide a full slate of probate litigation services. Probate issues arise as a result of a contested will,alleged mismanagement of a trust or guardianship,a creditor's claim, missing assets,or other circumstances. Family dynamics are a common cause of complex cases. Multiple siblings may disagree over the settlement of an estate. Multiple marriages may result in other, potentially valid versions of a will.Third-party interlopers may register claims during the probate process.Alternatively,the structure of the trust or estate may involve unique assets that are hard to value or liquidate. Multiple trustees may disagree on the disposition of the assets of a trust.Tax ramifications may be particularly onerous. In the course of our careers we have encountered all of these circumstances and many more,so we are able to devise proper legal strategies to deal with them. Although we specialize in large cases, our experience in the courts enables us to handle small cases efficiently,with the expectation of satisfactory returns when we prevail.Our attorneys have been involved in writing these areas of law as well. For example,one chaired the Florida Bar's Trust Law Committee during the rewrite of Florida's trust law. Presently, another chairs the Florida Probate Rules Committee,which is ® rewriting the procedures for litigating in the probate division of the Circuit Court. The matters that fall under trusts and estates law can be broad in scope.Thus,our litigators often call upon the attorneys in our Corporate,Tax, Real Estate, Bankruptcy, and other practices.As a result,we are equipped to unravel the details,to negotiate a settlement if possible,and to see the matter through to resolution in the courts if necessary. Backed by the largest litigation practice in Florida,we have the strength and depth to simultaneously handle multiple, large cases. Sensitivity to the confidential nature of these cases is important.We take every action to keep private family information outside of court records and away from the public.The variety of specialists in other practice areas within our firm is an asset in this regard;we rarely go outside for assistance even in the most intricate or unusual of circumstances. Family and Marital Law Managing the Legal Aspects of Relationships While the details of divorce,adoption,dependency, and guardianship demand that the attorney be a skilled legal practitioner, the emotional aspects require that they are also a compassionate individual.Our family law attorneys have a deep commitment to helping their clients resolve matters in a way that safeguards their material well being, and their spiritual comfort as well.And this commitment is particularly applicable where the interests of children are concerned. Elder Law • The aging of our population has resulted in a rapidly growing need for attorneys who are knowledgeable in the laws that apply to the care and disposition of senior citizens.Akerman Senterfitt is one of only a few large law firms with an attorney who is nationally recognized in this practice. Richard Milstein has spent many years helping to craft, the applicable body of law. We represent the interests of individuals needing to protect and care for parents who have lost their physical and/or mental abilities.We advise and represent clients in every aspect of the resulting circumstance. If a guardian must be appointed,we are experienced in working through the appointment process,and in the subsequent representation of the guardian.What makes us different from the typical large law firm is that we offer a broad-based practice in family law and also in probate and guardianship issues.This is critical because elder care lies at the crossroads of these areas. Prenuptial and Postnuptial Agreements Prenuptial and postnuptial agreements are important tools in the effort to manage family wealth and business interests. For the family head or business owner,such contracts are intended not only for their individual use.When children or grandchildren marry,such agreements can prevent the dilution of assets, and the loss of business control.And,for existing agreements to maintain their validity they must be revisited periodically and as financial circumstances change.We advise on the creation of these agreements and each arrangement is a unique contract that takes into account the complex details of the parties'financial and personal situations. Dissolution ofMarriage At Akerman Senterfitt we offer our clients the opportunity to move on with their lives while we take them through the process of divorce.We aim to achieve the most efficient and least expensive dissolution of a marriage. Just as every marriage is unique,so is every divorce. By law, couples seeking to dissolve their marriages must first mediate the issues in an effort to reach an equitable resolution or,failing that,to more clearly articulate the areas of disagreement.Our objective is to reach a settlement at this early stage, preserving the assets, minimizing the emotional burden,and limiting the negative impacts on any children involved. MShould a case proceed to trial, we will represent our client's interests with resolve and reason.And we find that this reasonableness,along with our reputation,has a positive effect on opposing counsel,minimizing rancor and speeding resolution. Although many of our clients are high profile individuals,a significant percentage of our cases involve people of average means. But should a case involve substantial assets,the eadth of our practice,including the Tax, Real Estate, Bankruptcy, and other practices, means that the entire matter can be handled efficiently by one firm. Following divorce, it may be that the judgment requires enforcement or modification in terms of alimony, child support,visitation rights,or other matters.We stand with our clients in seeking any reasonable accom- modation allowable under the law. It may also be necessary to redraft a will or address c- : 'ary issues, IRA's,trusts,and beneficiary changes.Again, we can manage all of these matters, which r, uces the billable time required for another attorney to become familiarwith the particular circumstances. Alternative Relationships While our society has come a long way in its attitude toward alternative,non-traditional relationships, including same sex partners and other unmarried cohabitants,the laws have not yet accorded these couples the same status and protections that belong to married men and women. When the relationship ends or when a long-term partner dies,the same emotional and economic issues exist as for opposite-sex married couples. But in the absence of a pre-existing property agreement spelling out the division of assets, the rights of the partners are not clearly defined and lengthy litigation may be required to reach a resolution. We help clients to prepare for problems like these and other issues that may arise during the relationship.A healthcare surrogate form can be prepared appointing one person to act as the decision maker on behalf of _ the other. Power of attorney papers can provide for the management of another's affairs and,when requested,this can be a springing power of attorney,which only becomes active in a particular circum- stance, such as loss of capacity or,death. We recognize that the parties in an alternative partnership have specific concerns not shared by the majority of our population. We are pleased to discuss any relevant issue in this regard,and to help our clients achieve peace of mind in their legal and financial affairs. In addition to the areas described above,we provide services in adoption, name changes,and dependency (for children in need of state services). Charitable and Tax-Exempt Organizations Maximizing Benefits,Minimizing Risks and Liabilities With record amounts of wealth flowing into,and out of,501(c)(3)tax-exempt organizations,the need for experienced legal advice and counsel is greater than ever. Despite this,few attorneys devote more than a 3 small amount of their time to the study and practice of this area of law and even fewer have hands-on experience. However, the Charitable and Tax-Exempt Practice at Akerman Senterfitt is regarded as an exception. From planning the application for 501(c)(3)status,and creation of the by-laws and policies;to operational oversight,fund raising issues(governed by the State of Florida Solicitation of Funds Act),and the filing of annual reports,we assist clients with all the legal issue affecting charitable organizations.Our knowledge of the area is profound.We fine tune our representation of charities dependant on whether they simply raise 3 0 and disburse funds,have operations, like universities, museums,and orchestras,or are managing endow- ments. We also handle matters related to political activities,gift acceptance,prudent investing,and board liability. 3 We have significant experience in presenting sensitive matters to the IRS and we have worked with clients 3 who have a fear of dealing with the IRS.Our attorneys understand how the IRS works so this,together with a substantive understanding of the laws and practical experience, makes it a lot easier to get favorable results. 3 The Charitable and Tax Exempt Practice is led by Hank Raattama,who,through many years of teaching, including over fifteen years in the University of Miami's Masters in Law program, is the attorney who 3 instructs other attorneys in South Florida about tax-exempt organizations. Colleges and Universities Most private educational organizations,including the University of Miami,a longstanding Akerman Senterfitt 3 client in this area, are charities as defined by section 501(c)(3).As such,they are subject to the same rules and restrictions as any other tax-exempt organization. Even state universities have similar rules when it 3 comes to aifts and unrelated business income.And every university foundation,regardless of the status of 3 the parent institution, is subject to the laws governing tax-exempt bodies.Over the years of our working with colleges and universities we have developed particular skills and programs,which help these clients operate 3 in accordance with the regulations and at maximum financial effect. 3 Healthcare IgSimilarly, .ve have handled a treat deal of work for tax-exempt healthcare organizations,including hospitals, clinics,ambulatory surgical centers,and others.We know how they function organizationally,how they are structured,and how their legal needs must be addressed in order to safeguard and maximize the benefits of e their tax-exempt status. c Private Foundations We have assisted in the establishment and ongoing operation of some of Florida's largest family foundations C and many more modest family foundations as well.Through years of hands-on experience we have developed a body of knowledge that enables us to effectively and efficiently accomplish the philanthropic and other goals associated with family foundations. a Akerman Senterfitt Commi tment to Diversity As a leader in the legal and business community, Akerman Senterfitt is proud of its commitment to ensuring equal opportunity generally and within the firm. One of Florida's oldest law firms,the firm has successfully promoted diversity through vigorous recruitment and retention of minorities and women.The firm is committed to retaining and promoting its women and minority lawyers and non-lawyers.Akerman Senterfitt was recently ranked 43 nationally out of the 250 largest law firms in the country by the Minority LawJournal for the overall percentage of minority attorneys in our firm. To advance the firm's efforts in relation to diversity issues,Akerman Senterfitt appointed shareholder Joseph W. Hatchett to chair the firm's Committee on Diversity. Mr. Hatchett's distinguished jurist career includes serving as Chief Judge of the United States Court of Appeals for the Eleventh Circuit and as a Justice on the Supreme Court of Florida. Mr. Hatchett was the first African-American to serve on the Florida Supreme Court and the first African-American to serve as a Chief Judge of a federal appellate court in the Southern United States. Akerman Senterfitt actively recruits women and minority lawyers to the firm. Many of its shareholders are women and minorities, demonstrating to associates that achieving shareholder status is a real possibility. Women and minority lawyers occupy top management positions in the firm, including service on the board of directors and the Associate and Paralegal Evaluation Committee. Thefirm's workforce, including every staffing level throughout each of its offices, reflects the diverse cuitures of the firm's clients and the state of Florida. In the delivery of legal services, the firm's lawyers bring all of their experiences, cultures, education,and rich backgrounds to the task. The firm values this diversity because it encourages innovative thinking that results from a broad range of perspectives. As Akerman Senterfitt continues to grow, it remains committed to providing a work environment that respects diversity,fosters employment opportunity,and is free from discrimination and harassment. Akerman Senterfitt continuously reviews its hiring,training,evaluation,and compensation practices to ensure that its commitment to diversity and equal opportunity allows its lawyers and staff an equal and ampie opportunity to achieve excellence in service of its clients. The firm's mission is to develop professional opportunities and to foster an environment in which minorities and women may perform proudly and give the firm's clients the benefits of a law firm balanced fully in terms of race, ethnicity, and gender. MULLER -\/RNTz L4BOR .AND EVPE Oti,tEN. ...ORNEVS n today's fast and ever changing regulatory climate, it is essential for employers to work closely with an experienced labor and employment law firm that can provide ongoing guidance to management, help develop effective policies and procedures to lower the risk of litigation, and represent employers with expertise and efficiency. Muller Mintz, P.A. is dedicated to meeting the evolving labor and employment needs of employers by providing prompt, individualized, and superior legal services to our clients. Adak Ems WE -SPECIALIZE IN LABOR AND EMPLOYMENT LAW Since its inception in 1968, Muller Mintz has concentrated exclusively on serving private and public sector employers in labor and employment law matters. With offices in Miami and Orlando, we provide superior legal services to clients in Florida and throughout the United States. Many of our attorneys are Board-certified by the Florida Bar in the specialty of labor and employment law. We assist management in the development of employment policies and practices that comply with the law while providing maximum flexibility for employers. We provide advice on 11 employee compensation and benefits issues, wage and hour matters, reductions-in-force, and other human resources concerns. We are experts in defending employers in federal and state courts and before federal, state, and local administrative agencies with respect to labor and ml.-•,..'nent-related claims. We also represent management in contract negotiations, grievance resolutio;;:: .-rations, union election campaigns, unfair labor practice proceedings, employment discrimination charges, Department of Labor investigations, and occupational safety and health complaints. As new workplace issues emerge, from drug testing to the prevention of sexual and other types of harassment. our firm is committed to meeting the evolving legal needs of management. WE REPRESENT PUBLIC AND PRIV.:'.,i E SECTOR EMPLOYERS We represent a broad range of employers in a vast spectrum of industries. Our clients include many Florida-based and national private businesses, both large and small, and non-profit organizations. We also represent man%, government entities, including counties, cities, school boards, and colleges. Representative industries include electric utility, entertainment, communication, financial services, healthcare, transportation, hospitality, and retail. to name a few. Y r PREVENTION IS OUR PHILOSOPHY At duller Mintz, our philosophy is simple: We are dedicated to preventing employment-related problems from disrupting the business activities and goals of our clients. We seek to build and maintain Iona-term client relationships by providing effective, efficient, and professional representation. Guided by these principles,we strive to help management avoid time-consuming litigation,charges,and Grievances. We identify potential issues and recommend appropriate action as an active partner with an omanization's executives, managers, in-house counsel, and human resources and labor relations personnel. For example. we review current employment policies and procedures to determine if they meet today's legal requirements. We develop new policy manuals and employee handbooks. We also formulate customized employment and labor relations training sessions for managers and supervisors to facilitate the L,oals of management while complying with federal, state. and local laws. We have found that both employers and employees benefit from this pro-active approach to workplace issues. By carefully implementing workplace policies that recognize the value and worth of each employee, management can often improve productivity, morale, and profitability. L.\BOR:\.,D EN1PLo)'m LNT ATTORNHSS 19 r F{' WE ARE EXPERIENCED IN WORKPLACE ISSUES The members of our firm have many years of practical experience counseling and representing employers in virtually every major industry and in connection with all aspects of labor and employment law. Our attorneys have extensive experience in issues relating to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991. the Public Employee Relations Act, constitutional and civil rights issues in public employment, the Age Discrimination in Employment Act,the : tional Labor Relations Act,the Fair Labor Standards Act, the Equal Pay Act, the Occupational Safety and Hez:ith Act,the Employee Retirement Income Security Act (ERISA), the Worker Adjustment and Retraining Notification Act (WARN), the Americans with Disabilities Act (ADA), and the Family and Medical Leave Act (FMLA), as well as numerous other federal, state, and local statutes and ordinances. Our firm has a highly diverse team of attorneys, and n ++yell-trained and efficient support staff. Our extensive library, as well as our computer-assisted legal information management facilities, allow us to provide up-to-date information to clients on l Lv% ::,ulations,and court decisions. We take pride in our ability to provide prompt, individualized and expert service to our clients. HUMAN RESOURCES We consult with management on a wide range of human resources issues, including: ■ Employment at will ■ Personnel policies and procedures ■ Discipline and discharge cases ■ Education and training programs for managers and supervisors ■ Equal employment, affirmative action, and workplace diversity programs ■ Proper documentation of employee relations and discipline matters:, ■ Unemployment compensation cases ■ Drug and alcohol testing and workplace issues involving"reasonable suspicion" and random tests ■ Employee assistance plan (EAP) issues ■ Family, medical. and military leaves of absence ■ Immigration Reform & Control Act(IRCA) employment issues ■ Issues involving disabled employees ■ Employee privacy rights ■ Alternative dispute resolution (ADR) mechanisms as an option to litigation ■ Workers' compensation retaliation cases ■ %Waivers and Releases ■ Record-keeping and notice-posting requirements ■ Workplace violence and security issues ■ Severance (reduction-in-force) strategies, plans, and execution ■ Non-compete agreements L:\lioR \ND E?I FLM)1I.NT ATTOR`LFS gam. ...,-a EMPLOYMENT LITIGATION Our firm represents employers in employment discrimination charges and litigation involving race, color, sex (including sexual harassment), age. religion, national origin, disability,marital status,citizenship,veterans' rights,whistleblower.and retaliation claims.We defend employers in cases involving employment tort litigation, such as claims of negligent hiring and retention, negligent supervision, defamation, wrongful discharge, intentional infliction of emotional distress.assault and battery, invasion of privacy,and similar causes of action. We also represent employers in ERISA litigation. Additionally xve represent employers in proceedings !efore the Equal Employment Opportunity Commission. Florida Commission on Human Relations, U.S. Department of Justice, U.S. Department of Labor. Office of Federal Contract Compliance Programs, and other federal, state, and local agencies. We have extensive experience litigating employment-related claims. Our approach to litigation is to defend against claims in an aggressive vet efficient and cost-effective fashion. LABOR R;_._. , IONS Muller `Lintz provides advice on dav-to-dav labor-management relations issues. We have successfully ,Tuided man\ employers throu_h union organizing attempts. In co 'ective bargaining negotiations,we provide advice to management and act as a negotiator at the bargaining ale. In addition,we represent management in: ■ Arbitrations ■ Union decertification drives ■ Discipline and discharge cases • Labor disputes• picket lines. and strikes . ■ Grievance proceedings Wc also represent employers in unfair labor practice charges and union elect",,n proceedings before the National Labor Relations Board (pi-hare sector) and the Florida Public Employee Re';atiol. ''ommission(public sector). � i�� � ��+4.?.�.. �,y v �¢ `���•�„;.+ash,"`.- e`t'_ a .W :tea\�4'f•'r��f � Q �•� Y Y-'. WAGE & HOUR REGULATIONS We offer guidance to employers on compliance with the Fair Labor Standards Act, and represent management in investigations of employee complaints by the Wage&Hour Division of the U.S. Department of Labor.We also defend employers in Wage&Hour lawsuits filed by private individuals or the federal government. OCCUPATIONAL SAFETY 8& HEALTH We advise management regarding compliance with Occupational Safety and Health Administration (OSHA) regulations. and represent employers in connection with OSHA inspections and litigation issues. PUBLIC EMPLOYERS We provide advice regarding substantive and procedural due process matters, as well as: ■ Employment-related constitutional issues ■ Civil Service Board issues and proceedings ■ Special Master and Legislative impasse hearings ■ Department of Administrative Hearings proceedings RELATED SERVICES Through the years,Muller Mintz has provided the highest quality legal services to employers. Our attorneys can provide advice regarding all labor and employment-related issues. We would welcome the opportunity to provide you with additional information concerning our professional services. L,Aiwp, AXU F..AIRLOI MENT ATTORNP.I S MULLER MINTZ LABOR AND E�1 P L 01.11 E NT 4T TOR NE I'S OFFICE LOCATIONS Wachovia Financial Center Citrus Center 200 South Biscayne Boulevard, Suite 3600 255 South Orange Avenue, Suite 1525 Miami, Florida 33131-2338 Orlando, Florida 32801-3462 (305) 358-5500 Miami-Dade (407) 843-1400 (954) 522-0393 Broward (407) 843-1410 Facsimile (305) 379-3802 Facsimile Website: htn- :i1ermintz.com http:;;�% orlaw.com http:,'/wv, . i::� oymentlaw.com MULLER MINTZ LABOR A.ND EMPLO1ME NT AT TORN EI'S SELECTED PRIVATE EMPLOYERS REPRESENTED The Abkey Companies d/b/a Fuddruckers H.T.E.Inc. Adidas America, Inc. Intemational Speedway Corporation AES Portable Sanitation,Inc. JM Family Enterprises,Inc. Barfield Instrument Corp. J&M Scaffolds of Florida,Inc. The Boeing Company Kendall Toyota Calder Race Course Kraft Foods Carnival Corporation(Carnival La Gorce Country Club Cruise Lines) Marriott International,Inc. Cash America International,Inc. Metro Goldwyn Mayer(MGM)Pictures CBS National Molding Corporation CDI Corporation Nextel Communications Inc. Chubb Group of Insurance Companies Nintendo of America,Inc. City Furniture,Inc. Orange Bowl Committee,Inc. City National Bank Panalpina,Inc. ClubCorp, Inc. Perot Systems Corporation Cunard Line Limited Company Polytechnic University of Miami Dixie Bedding Raltron Electronics Corp. Dollar Rent A Car RadioShack Corporation Don Shula's Hotel Ritz Carlton Hotels Edd Helms, Inc. Seaboard Corporation Engle Holdings,Inc. Seaboard Marine,Ltd. Florida Power&Light Company The Sports Authority Gables Residential Trust Stryker Corporation,Inc. Gemini Air Cargo,Inc. TracFone Wireless,Inc. Gova Foods Travel Services Intemational The Graham Companies United National Bank of Miami The Green Companies Universal Studios Grifols America,Inc. U.S.Biosystems,Inc. Harris Corporation The Wackenhut Corporation HIG Capital Warner Brothers Television Holy Cross Hospital M_ULLER M_ INTZ -A6(1R AID T1I P L U 1'nt C`'T >T TOE N E 1 5 • SELECTED PUBLIC EMPLOYERS REPRESENTED '' City of Altamonte Springs City of Mount Dora Brevard County City of North Bay Village Broward Community College City of North Miami Broward County City of North Miami Beach Broward County School Board City of Orange City City of Casselberry Orange County City of Cocoa Orange County Property Appraiser City of Cocoa Beach City of Orlando City of Cooper City City of Oviedo City of Coral Gables City of Palatka Town of Davie Palm Beach County City of Daytona Beach Palm Beach County School District City of DeLand Palm Beach County Sheriff's Office City of Edgewater Town of Palm Beach City of Edgewood City of Palm Coast City of Florida City Pasco County,Clerk of Court Florida Public Personnel Ass'n Pasco County Tax Collector City of Fort Lauderdale Village of Pinecrest Town of Golden Beach City of Plantation City of Hallandale City of Pompano Beach City of Hialeah Town of Ponce Inlet Indian Creek Village City of Sanford Indian River County Seminole County Lake Countv Seminole County,Clerk of Court Lake County,Clerk of Court Seminole County Property Appraiser City of Lighthouse Point South Broward Hospital District City of Longwood (Memorial Healthcare System) Citv of Maitland City of South Miami Martin County City of Sunny Isles Beach Citv of Miami Beach City of Sunrise The Housing Authority of the City Technical Research and Development Authority of Miami Beach City of Titusville City of Miami Springs University of Central Florida Monroe Countv University of Florida Monroe County,Clerk of Court Utility Board of the City of Key West Monroe County School Board Volusia County City of Winter Springs M_ ULLER MINTZ I..A 8OR �I D EMI PLO III E 4T .i TTO R NEIS JAMES C. CROSLAND • PARTNER Born in New Orleans, Louisiana B.A. Degree from Tulane University of Louisiana, 1964 J.D. Degree from Tulane University School of Law, 1968 Board Certified by Florida Bar in Labor and Employment Law Admitted to Alabama Bar, 1968; Texas Bar, 1970; Louisiana Bar, 1971; Florida Bar, 1973 Admitted to Eleventh Circuit Court of Appeals and United States District Court, Southern and Middle Districts of Florida Included in "Best Lawyers in America" Member, American Bar Association Labor and Employment Law Section; Florida Bar Labor and Employment Law Section III CERTIFIED 11i F b-ta Bar Inea+a el.+r.:or�.lerrruw • MUL.LER 1VIINTZ L AHOR AND EMPLO)ME NT ATTORNEY$ DENISE M . HEEKIN PARTNER Born in Skokie, Illinois B.B.A. Degree from Loyola University, 1987 J.D. Degree (cum laude) from Tulane University School of Law, 1991 Board Certified by Florida Bar in Labor and Employment Law Admitted to Florida Bar, 1991 Admitted to Eleventh Circuit Court of Appeals and United States District Court, Southern and Middle Districts of Florida Order of the Coif Member, Florida Bar Labor and Employment Law Section III � CLRT TIED I vecR a EMPLOYI.ENi LRtV e 16 ltq.. Litigation Practice With over 130 lawyers,Akerman Senterfitt has the largest litigation practice in Florida.This,coupled with the strength and depth of our other areas of practice,gives us the complete complement of resources required to defend and prosecute cases.Our client list includes some of Florida's most important public and private entities, Fortune 500 companies,and we are regularly referred clients from law firms nationwide. The size of our Litigation Practice does not by itself explain why we are regarded as one of the foremost litigation firms in Florida. Cases are managed by shareholders,they are not passed on to a series of assock ates, which means that we respond efficiently and effectively to client needs. Two former chief judges are now senior shareholders in our Litigation Practice.Judge Edward Davis(former Chief Judge of the U.S. District Court for the Southern District of Florida)is the Chair of our Litigation Practice.Judge Joseph Hatchett(former Chief Judge of the U.S. Court of Appeals for the Eleventh Circuit, • and also a former Justice of Florida's Supreme Court)heads our substantial Appellate Practice. Commercial Litigation The litigation faced by businesses today encompasses a host of complex legal issues. These issues can be resolved either across the bargaining table or in the courtroom. Recognizing that a case accumulates cost the longer it remains open,finding the most efficient course of action requires an attorney who is notjust an advocate with proven trial ability but one who is an advisor as well. With the largest number of commercial trial attorneys in Florida,we have been entrusted with many of the highest profile cases in the State.We are currently handling cases encompassing legal claims such as antitrust,patent infringement,construction and property damages,fraud,civil theft and misappropriation, and the violation of Florida's banking laws. Our aim is always to gain ground for the client.With experience in litigating emergency matters,our trial lawyers can quickly marshal resources when needed,such as when our clients are seeking or defending against injunctions. Our commercial trial lawyers analyze legal issues for presentations to judges and use the latest technology when seeking to persuade juries. Class Actions A class action suit can be devastating to any company.With potentially hundreds of millions of dollars at stake, they have a huge impact on a company's bottom line.As panel approved counsel for insurers, or in direct representation of the defendant, our class action attorneys are skilled in steering a case through all the � • critical phases. Representing only the defense side in class actions,we have prevailed in many mammoth size cases and have handled more consumer class actions than any other firm in Florida. In addition,we have been 3 involved in a full range of class actions, including ADA, employment practices,toxic tort,product liability, D&O liability, and insurance, securities, and banking practices. Currently,we are representing clients in over 100 cases. Our class action attorneys work solely on this area of litigation and,therefore,have significant class action trial experience in state and federal courts. We aim not only to succeed, but to minimize disruption,and to move the matter as quickly as possible to resolution. Frequently,we obtain denials of class certification and on a number of occasions we have achieved class de-certifications. The majority of our class actions are dismissed,with the dismissal upheld on appeal. When required we will negotiate the best possible settlement,avoiding costly litigation.At trial, whether in state or federal courts,we aggressively defend class action suits, utilizing experts from other relevant practice areas of the firm wherever necessary. Antitrust . I Our antitrust attorneys have broad experience,includ;ng ,-:-:_a,_,ping and defending treble damages lawsuits, and responding to civil and criminal investigations by:� �;�;a��c Mate enforcement authorities. We have represented clients in federal courts in Florida,and in several other states, in claims under the Sherman Act, the Clayton Act,the Robinson-Patman Act,the Federal Trade Commission Act,and state antitrust statutes.We have successfully asserted or defended a wide variety of claims,including restrictions on distribution,price fixing,bid-rigging,market allocation,group boycotts,refusals to deal,tying arrange- ments, price discrimination, resale price maintenance,joint purchasing/buying cooperatives,and covenants not to compete. Our experience includes criminal prosecutions,class actions and multi-district litigation,and we have both obtained and defended against antitrust injunctions. We provide comprehensive guidance to clients in responding promptly and appropriately to federal grand jury subpoenas and to federal or state civil investigations.We can mobilize resources to review and produce ® documents and interview witnesses at several locations simultaneously. We have considerable experience dealing with the Department of Justice,the Federal Trade Commission and state enforcement authorities at C all levels. We have prosecuted and defended claims of false advert;,,:,!-- :,,rd:_nfair competition under federal and state statutes and common law. Our attorneys also have represer;:--d public utilities in addressing their unique antitrust issues.Our representations of clients in anti:ru.-M.; ter,,include those from industries such as: utilities, pharmaceuticals,automotive products, insurance,:;_;:-is,health care,technology,petroleum products,industrial chemicals,pesticides,agricultural products,dairy products,and steel. Bankruptcy and Creditors'Rights Bankruptcy is a fact of life, however, there are ways to contain its consequences.The attorneys in our Bankruptcy and Creditors'Rights Practice are versed in limiting the potential loss to creditors(or representa- tives of creditors'interests)of a company facing bankruptcy. One of the largest groups of bankruptcy attorneys in Florida,we represent clients in every major market area, and are able to handle a number of complex cases simultaneously. This capability, as well as our strong track record within various industries, has led to a steady stream of referrals from law firms and in- house counsel nationwide, as well as numerous receivership appointments by the SEC and others. Our creditor representation work occurs on three levels.In consultation with our Corporate Practice,we include provisions in loan documents to protect clients in the event of bankruptcy.We negotiate and structure workout agreements to maximize a secure return of capital outside the bankruptcy arena.When bankruptcy occurs,we pursue appropriate legal avenues under state and/or federal law,including garnish- ments and creditor rights remedies, to maximize cash and collateral returns to mortgages, liens,or even unsecured instruments. r � Securities Litigation and RegulatoryProceedings We have extensive experience in complex securities and financial litigation.This includes defending securi- ties class actions,shareholder derivative actions,and challenging and defending proposed mergers and acquisitions.We handle internal corporate investigations,both before and after public disclosure of alleged wrongdoing. In addition to litigation in federal and state courts,we also regularly represent entities and individuals before the U.S. Securities and Exchange Commission(SEC),the New York Stock Exchange (NYSE), and the National Association of Securities Dealers(NASD). We are approved securities litigation counsel for D&O insurance policies underwritten by AIG/National Union, Gulf Insurance,and Zurich American Insurance.We represent corporations and individuals in connection with shareholder and investor suits,SEC investigations and enforcement actions,private proceedings,broker- dealer claims,and actions involving fraud,tender offers,and proxy contests.Our ability to prevail has been enhanced by recent additions to the firm, including William Nortman, 12-year veteran of the SEC's New York and Florida offices who has specialized in securities regulatory matters for over 30 years. Many of our attorneys were previously with major New York and other national firms,and some worked for the SEC,the Florida Comptroller's Office-Department of Banking and Finance,the Federal Deposit Insur- 3 ante Corporation,and the Resolution Trust Corporation. We have successfully litigated under the Private Securities Litigation Reform Act of 1995,including the heightened standards for pleading securities fraud,and the safe harbor for forward-looking statements.We track all pending securities class actions in the jurisdictions where we practice,and maintain an extensive database of published and unpublished securities and corporate law decisions,and representative settlement 3 papers. We are often retained as co-counsel with a company's regular out-of-state counsel,for securities and shareholder litigations filed in Florida.We have had tremendous success in achieving the dismissal of the :31 cases we have defended,with these dismissals upheld on appeal. Insurance The Insurance Practice at Akerman Senterfitt comprises attorneys with significant experience in representing :3 clients involved in the insurance sector.We provide legal services to underwriters,brokers,intermediaries, :3 agents, claims adjusters, and corporate risk managers. We represent insurance clients in state and federal courts,at the negotiating table,and in the appellate courts. We handle insurance class action cases, bad faith cases,and issues arising from professional liability 33 claims, property and casualty claims, group life, health,and disability claims and premium fraud matters.We provide our insurance clients with regular in-house training and seminars;with the intention of preventing or minimizing the litigation of contentious insurance issues.In addition,we assist in insurance regulatory matters and frequently interact with the Florida Department of Insurance. Our attorneys have in-depth case management and trial experience.They are highly regarded for their thorough preparation and efficient handling of our clients'matters and have a high rate of favorable settlements. In addition,they frequently lecture on insurance matters and are actively involved in industry groups such as the Defense Research Institute,the Association of Defense Trial Attorneys,and TIPS Labor and Employment Litigation The laws governing employment relationships are many and it seems that no matter what action is taken • there is always a lawsuit pending.The attorneys in our Labor and Employment Litigation Practice,which e,dusiveiy represents the management side of a dispute,endeavor to limit the number of actions taken and minimize the cost of lawsuits.As experienced employment litigators,with a deep understanding of the applicable statutes,administrative procedures,and prior court decisions,we are able to minimize staff and research time. We get to the heart of any matter quickly. With confidence earned through dozens of successful trials,we oppose administrative agencies,the Equal Employment Opportunity Commission,the Department of Labor,and other plaintiffs as required.When compared to commercial litigation,a surprisingly high percentage of employment cases make it to court, giving us well-honed trial skills. We handle all areas of labor and employment litigation,including Title VII race, sex,national origin,and religious discrimination,sexual harassment,Americans with Disabilities Act (ADA), Age Discrimination in Employment Act(ADEA), Florida Civil Rights Act(FCRA), Family Medical Leave Act(FMLA), Fair Labor Standards Act(FSLA),wage and hour issues, non-compete agreements, whistleblower statutes,and federal civil rights. Clients for whom we take on advocacy and trial work include some of Florida's most significant corporations, as well as municipalities,which have their own standards for disciplining and terminating employees.Our many successful cases have helped us to become approved panel counsel for a number of insurance companies regarding,among others,claims on sexual harassment,ADA,and the full range of discrimina- tion. Because employees wishing to sue have to first seek a positive finding from the appropriate administrative agency,we maintain working relationships with all relevant government agencies.We have earned their respect,which helps in our quest for a "no cause" determination. LJb Diversity We are ourselves a diverse group, including Hispanic,female,African American,and differently-abled individuals,a surprisingly rare distinction in our field,and one which helps us to better understand the • matters we handle as well as achieve the results desired. Construction Litigation Attorneys in our Construction Litigation Practice have extensive experience in providing legal representation in the full range of construction disputes.We represent owners,architects,engineers,general contractors, homebuilders, materialmen,subcontractors,and design professionals in a variety of complex issues related to major construction projects throughout Florida.We have extensive trial experience in this area and advise clients on litigation prevention,as well as handling the litigation itself. 9: White-Collar Crime The government has almost unlimited resources with which to handle white-collar crime subjects.Securing counsel with substantial experience and a solid record of successful defenses is critical.As experts in all areas of white-collar crime, including deal tax issues,food and drug compliance,fraud,environmental issues,SEC investigations,forfeiture,bank fraud,and grand jury representation,we counsel our clients on avoiding difficulties in the first place,and assist with instituting compliance programs. When a white-collar case ensues we work to minimize the client's involvement.The objective being to avoid the possibility of escalation.At the investigation stage we might lobby to make the client a witness in the case, rather than the target of the investigation. However, if the case proceeds to an indictment or other criminal charges,our knowledge of how law enforcement investigators and prosecutors operate further assists in the defense. As civil disputes are referred to the FBI, the IRS, Customs,and other law enforcement agencies with greater frequency,white-collar crime investigations have become more prevalent.As a result,the incidence of parallel proceedings in civil and criminal cases has multiplied,which can be problematic because the cases usually affect one another. Even the best criminal lawyers are not generally experienced in handling related ® civil cases. Civil lawyers tend to avoid criminal matters and thus are not experienced in dealing with critical issues such as immunity. What makes our White-Collar Crime Practice so unusual, and what has led to referrals from some of the country's most prominent defense attorneys on both the civil and criminal sides,is our ability to manage both kinds of cases. With substantial experience in negotiating the legal minefield which lies between criminal and civil suits,we advise as to the best course of action on all fronts.This ability to cover all aspects of white- collar crime distinguishes us and serves our clients' needs in a time when yesterday's business tort is today's fraud-based criminal indictment. Mediation andADR Our Mediation and Alternative Dispute Resolution("ADR")Practice assists our clients,and also parties that are not clients of the firm,to resolve their disputes by using techniques that are effective and more economi- cal than traditional litigation.There are several methods we employ, including pre-suit neutral evaluations, drafting ADR-friendly business agreements,mediation,mock trials,binding and non-binding arbitration,and private judging. Through early intervention,and prior to full-scale litigation,our lawyers will review and draft agreements that establish creative, business-driven solutions which may not be available in courts of law.These agreements often employ multi-step processes which combine various methods of dispute resolution. For parties that are not clients of Akerman Senterfitt,we have state and federal certified mediators and arbitrators who serve as neutral parties on mediation and arbitration panels,dealing with complex areas such as securities disputes,construction projects,business transactions,employment matters,commercial disputes, and personal injury cases. Appellate Akerman Senterfitt's Appellate Practice is energetically managed by Joseph Hatchett,former Chief Judge of the U.S. Court of Appeals for the Eleventh Circuit.Judge Hatchett led the effort to write the rules that govern the Eleventh Circuit today. His leadership and experience have helped us to achieve an admirable record of success in appellate matters.Two of our appellate attorneys, Kimberly Ashby and Paul Regensdorf, are board certified in appellate matters. Unlike lawyers in appellate boutiques or in the appellate sections of other large law firms, most of our appellate attorneys also maintain a practice in trial law.This practical courtroom knowledge provides an invaluable edge when counseling trial lawyers on the creation and protection of an appellate record.And, whenever a new judge is seated,we further this knowledge by expending a great deal of energy studying every aspect of his or her career and legal philosophy. Our litigation attorneys regularly attend seminars,staged by our appellate attorneys,teaching them the issues critical to handling an effective appeal. In addition,the Appellate Practice holds monthly meetings to revie,,v appellate cases and trends. Admiralty and Maritime The Admiralty and Maritime Sector Group at Akerman Senterfitt is experienced in a full range of mark ® time!itieation matters including issues pertaining to collision, personal injury,wrongful death,cargo damace and salvage. In addition, we regularly handle maritime mediation and arbitration. We provide general and special counsel for our clients doing business in all Florida ports.We also have clients in the global maritime community including clients in Australia, Central America, ® Europe, and the Far East. In consideration of the "around the clock" nature of the maritime industry, our admiralty and maritime lawyers are on call 24 hours a day, 7 days a week to assist our clients. We offer clients more than 75 years of combined experience in the practice of maritime law. 9 IIA I ep ,�. ® r Real Estate Practice Akerman Senterfitt has more than 60 lawyers who focus on the needs of clients in the real estate industry. This represents one of the largest full-service real estate practices in Florida.We are able to provide compre- hensive representation through changing business cycles at all levels of activity.We manage the legal aspects of large land deals and construction projects,assist developers in meeting tough environmental regulations,and advise on all aspects of transactional work including workouts and restructurings. Statewide Presence We have had an active real estate practice since the firm's founding in 1920.Today,we operate from each of our eight offices providing an insider's knowledge of the communities,boards,commissions,and regula- tors from Key West to the Panhandle.We have the contact and reputation with other practitioners,third- party consultants,and experts that are critical to the successful completion of real estate transactions.We are entrusted with many of the highest profile real property matters in Florida. In-Depth Knowledge ofAUAsset Classes We deai with raw land, retail, industrial,office and hotel properties, multi-family residential projects,and planned communities. Representation of Clients in All Aspects of the Real Estate Industry Our attorneys represent lenders,borrowers,sellers,buyers,developers,investors,landlords,tenants—a range of public and private entities and individuals in the real estate business.These diverse parties include financial institutions,real estate investment trusts,investment advisors,pension funds,insurance companies, institutional investors,tax-exempt entities,governmental units,and foreign investors.Our experience in workina with this variety of parties in a broad range of real estate transactions adds value to our work. Cross-Section of Experience Our lawyers range from generalist problem solvers to practitioners who focus on individual clients'industry sectors and markets.This combination enables us to resolve difficult issues in a cost-efficient manner. Our focus areas include land use and entitlements, debt and equity finance, income property,and the acquisi- tion and development of projects within all real estate asset classes. Our attorneys have outstanding aca- demic and professional backgrounds with having many practiced with significant New York firms. Working With Other PracticeAreas Lawyers from other practice areas in the firm often work with our real estate lawyers.If litigation is required, Q ® our real estate litigators are well equipped to act on behalf of our clients.Our tax lawyers help to devise innovative and tax-efficient structures to minimize investors'after-tax returns.In addition eminent domain, bankruptcy, corporate, environmental,and ERISA lawyers can become involved,depending on the demands of the assignment. Financing We represent borrowers and lenders in a broad range of financing transactions,including acquisition, development and construction loans,take out and permanent loans,securitized lending,sale-lease back transactions,synthetic lease and off balance sheet financings,tax exempt financings,public market financings, mezzanine lending,credit enhancement, interest rate swaps,letters of credit,and multi state secured financings. We are experienced in single-asset and portfolio transactions involving office buildings,shopping centers and other retail properties,hotels and resorts,multi-family properties,planned residential communities,ware- house and industrial properties,correctional facilities,and stadiums and arenas.We also work on public- private partnerships for the construction of infrastructure,the creation of Community Development Districts, and other public financing. r On behalf of real estate developers,institutional investors,and private investors,we structure real estate investment entities in connection with legal and business issues regarding the formation of real estate investment funds and real estate syndications. We call upon our corporate,tax,and ERISA lawyers to address relevant tax, and securities law issues. Acquisitions and Sales Purchase and sale transactions are the foundation of any real estate practice.We represent buyers and sellers in a broad range of transactions ranging the purchase of a resort hotel for hundreds of millions of dollars to the sale of a warehouse for one million.We also are invvoved in the implementation investment programs for pension funds and in assisting with the due diligence and real property aspects of large corporate mergers and acquisitions. We handle a range of real property assets including office buildings,shopping centers,hotels and resorts, development sites,multi-use projects,warehouse and industrial properties,multi-family properties,privately developed and operated arenas,and correctional facilities.We also deal with foreclosure and bankruptcy sales and dispositions, 1031 like-kind exchanges,and condominium and land sales registrations. Our clients include publicly-traded companies,developers,investors,investment and pension funds,real estate companies,and not-for-profit organizations. Land Use and Zoning Due to population growth,suburban sprawl,and an extremely sensitive environment,Florida's development laws and regulations are among the most complicated in the nation.We offer clients one of the largest and most sophisticated Land Use and Zoning Practices in the state. We advise and represent real estate developers, businesses,and non-profit organizations in matters, including land use entitlements;federal,state,and county incentive programs;zoning,environmental, wetlands and wildlife,archeological,historic preservation,transportation and other concurrency issues; development of public,quasi-public,and publicly sponsored commercial and residential projects;develop- ments of regional impact;and water, building code,and brownfields issues. Our lawyers help clients to understand and negotiate the complex land use and zoning.processes imposed by governemental agencies. Our attorneys work with the firm's real estate,litigation,corporate,govern- ment,and environmental lawyers,as well as with third-parry consultants and lobbyists. Development Throughout Florida and in other parts of the United States, Latin America,and the Caribbean,our Real Estate Practice is integrally involved in the development of office, residential,hotel and resort,shopping center,industrial,mufti-family,luxury condominium,mixed-use,and planned residential projects and communities. We represent clients in real estate development projects on matters including the negotiation of joint venture or other investment structures;land planning,assemblage and acquisition;acquisition,development, and construction financing; procurement of entitlements and incentives,environmental due diligence,and permitting;architectural and construction agreements;leasing;and management. Our development clients include developers, real estate companies, public and private operating companies, and institutional and entrepreneurial investors. Construction Our construction lawyers are active in representing various participants in the construction process including owners,contractors,design professionals,and tenants.We have been involved in the design,construction, and renovation of office, industrial, retail,condominium, multi-family,single-family,golf course,hotel, correctional facility,telecommunications,and other projects. Our real estate lawyers often work with lawyers from our Construction Litigation Practice in representing clients in litigation or arbitration proceedings involving construction disputes. Leasing The Real Estate Practice has handled literally hundreds of lease transactions,from relatively small space leases to major corporate headquarters transactions.We are active on the tenants'and/or owner's side of leasing matters. The practice encompasses office, retail,warehouse,and net/ground lease transactions.We administer national leasing programs for operating and retail companies,and our leasing lawyers represent various pension funds and other institutional investors as landlords. In the retail area,we are regularly engaged in a variety of issues including REA's, going-dark, radius restrictions, expansion,tenant bankruptcy, and percentage lease issues.Our net/ground lease practice encompasses sophisticated tax-driven transactions as well as traditional ground leases and sale/lease back transactions of development properties. In addition,our lawyers are significantly involved in related architectural,construction,permitting,and other "worm letter" issues, including power,telecommunications,and other infrastructure requirements. We also represent property management companies in shopping centers,business parks,office buildings, and major residential housing complexes,and work with our litigation attorneys in various landlord-tenant and ether matters including representation in bankruptcy court and administrative tribunals. • t t Workouts and Restructuring ® On the other side of the lending cycle, lawyers in Akerman Senterfitt's Real Estate Practice also advise on real estate workouts,restructurings,foreclosures,and bankruptcies.Because our attorneys have experienced I several down cycles in the real estate market, they are experienced representing either in lenders and borrowers. The lessons we have learned from handling real estate workouts and restructurings often lead to the development of new approaches to the financing of transactions. C C C C C C C C C m is 1 . COP Trusts,Estates,and Family Law Practice Issues such as protecting assets against the erosive effects of taxes and personal lawsuits, passing on a business,caring for elderly or infirm parents, handling divorce,and maximizing the value of charitable giving, have a huge impact on one's material and emotional well being. Because of this,Akerman Senterfitt has carefully built a broadly experienced and highly respected Trusts, Estates, and Family Law Practice. Not only do we administer and litigate personal legal matters,we have crafted some of the laws that govern these affairs. Our statewide presence allows us to manage the legal issues of families and their businesses regardless of venue.And while some firms segregate the attorneys in this area into separate groups,we believe in the cross-pollination of ideas that results from maintaining one cohesive practice.Our planners understand litigation and can design agreements that minimize the possibility of future legal actions. Our family lawyers ® can call on the experience of our trusts attorneys in order to effectively dissolve a marriage. Personal,Business,and Family Wealth Planning Malang Life Management Decisions Whether starting out in life or preparing for retirement,the legal objectives in structuring assets are largely related to tax minimization and management control. Many legal tools are available to protect and pass on wealth. Our attorneys are versed in, and experienced with,every strategy within the law. In fact,through our active Government Practice,we helped to write many of the statutes and administrative rules that govern this area of practice. Unfortunately, many people fail to address issues concerning estates and their succession before it is too late. We are here to present our clients with all their options,and to help them get the most out of life,with a minimum of worry over the future. Business Succession Planning Business owners often want their children to benefit from the long-term viability of the business.Some of their children may want to make a life out of running the family firm,whereas others may not.Whether the entity is a corporation, LLC,sole proprietorship, or other form of business,we help clients to maintain family control of the business while ensuring that the relevant heirs benefit,in the prescribed amounts,from its success. In business succession planning, it is critical that the estate is properly structured so that a transfer of assets will not overwhelm the liquidity available to satisfy estate taxes. Insurance, maintained outside the estate in ® an irrevocable insurance trust, is one possible solution. Or the business can be gifted over time to remove it from The estate's taxable base. Business partnership issues are also a factor and we help to prepare agree- ments now that will avoid potentially undesirable succession issues in the future. To support our attorneys in this area,we can call upon the firm's Corporate Practice,to resolve other matters related to business organization or succession,no matter how complex or unusual. ® Retirement Planning Significant pension or profit sharing plan assets can be subject to income and estate taxes upon liquidation, death,or transfer. It is not unusual for individuals who fail to take proper precautions to lose 70-80%of retirement plan benefits to taxes.We are experienced in designing employee benefits programs,and [ knowledgeable in managing and protecting executives'benefits. Our skills go far beyond basic tax qualified plans to non-qualified,deferred compensation plans,stock option plans,and other employee incentive C programs, many of which are extremely creative in structure. As in other areas of the law,our involvement in The Florida Bar gives us unique perspectives on the laws that govern retirement assets and tax minimization. In fact,one of our attorneys chaired the Florida Bar's G Trust Law Committee,which rewrote Florida's trust law,and another currently chairs The Florida Probate Rules Committee,which is rewriting the procedures for litigating in the probate division of the Circuit Court. Trusts,Estates,and Guardianship Administration G Fiduciary Advice and Counsel Managing the affairs of a trust or ward requires not only good intentions,but also strict adherence to often complex laws and regulations. Our attorneys provide advice to fiduciaries with the goal of avoiding suits or, in certain circumstances,of instigating legal action to protect the interests of the trust or ward. We are consulted frequently on the Prudent Investor Act. Until fairly recently,fiduciaries were proscribed from making certain investments. However,the Prudent Investor Act brings Florida law in line with modern • portfolio theory by allowing relatively riskier investments if they are calculated to reduce overall portfolio volatility. An Akerman Senterfitt attorney was the primary author of the Act,and because of this we are often called upon by the trust departments of banks and other fiduciaries in regard to suits brought by aggrieved individuals whose affairs are managed under trust or guardianship arrangements. Another common situation involves the alleged mismanagement of a corporation in which a trust or ward is a minority shareholder. Does the fiduciary, in accord with their legal obligations, need to take action to protect the beneficiary from any diminished asset value that may result?Should the fiduciary sell the assets and face a lawsuit by a beneficiary who has confidence in the investment?We ensure that the trustee knows what the investment is worth, how qualified the corporation's management is,and what legal options,proscriptions,or requirements apply in the given situation. Estate,Gift,and Generation-Skipping Transfer Tax Planning We have significant depth of experience when it comes to helping clients to substantially reduce transfer taxes so that succeeding generations are able to receive the wealth. in fact,one of our attorneys has chaired C the Florida Bar's Real Property, Probate, and Trust Law Section seminar on estate planning for the last six years.This seminar covers changes in tax law, as well as innovative ways of maximizing opportunities provided by the law. It also gives our attorneys access to the latest thinking in this area from leading attorneys nationwide. Guardianship There are a number of circumstances in which people become wards.They may be incapacitated,they may • be minors with substantial assets, they may be orphans,they may have been removed from their parents, or they may be elderly individuals unable to care for themselves.Whatever the circumstances they require a guardian, and the guardian is required to have an attorney.We assist in this regard and marshal the assets of the ward, placing them into a restricted account.We then represent the ward in probate and guardian- ship court,filing any needed petitions for disbursement of funds.Should litigation be necessary to protect the rights of the ward,our Trusts, Estates,&Guardianship Litigation Practice is prepared to help. Trusts,Estates,and Guardianship Litigation Securing Justice in Probate Court Representing both individuals and corporate fiduciaries(including many of the largest banks and trust departments in Florida),we provide a full slate of probate litigation services. Probate issues arise as a result of a contested will, alleged mismanagement of a trust or guardianship,a creditor's claim, missing assets,or other circumstances. Family dynamics are a common cause of complex cases. Multiple siblings may disagree over the settlement of an estate. Multiple marriages may result in other, potentially valid versions of a will.Third-party interlopers may register claims during the probate process.Alternatively,the structure of the trust or estate may involve unique assets that are hard to value or liquidate. Multiple trustees may disagree on the disposition of the assets of a trust. Tax ramifications may be particularly onerous. In the course of our careers we have encountered all of these circumstances and many more, so we are able to devise proper legal strategies to deal with them. Although we specialize in large cases, our experience in the courts enables us to handle small cases efficiently,with the expectation of satisfactory returns when we prevail.Our attorneys have been involved in writing these areas of law as well. For example,one chaired the Florida Bar's Trust Law Committee during the rewrite of Florida's trust law. Presently, another chairs the Florida Probate Rules Committee,which is rewriting the procedures for litigating in the probate division of the Circuit Court. The matters that fall under trusts and estates law can be broad in scope.Thus,our litigators often call upon the attorneys in our Corporate,Tax, Real Estate, Bankruptcy, and other practices.As a result,we are equipped to unravel the details,to negotiate a settlement if possible,and to see the matter through to resolution in the courts if necessary. Backed by the largest litigation practice in Florida,we have the strength and depth to simultaneously handle multiple, large cases. Sensitivity to the confidential nature of these cases is important.We take every action to keep private family information outside of court records and away from the public.The variety of specialists in other practice areas within our firm is an asset in this regard;we rarely go outside for assistance even in the most intricate or unusual of circumstances. Family and Marital Law Managing the Legal Aspects of Relationships While the details of divorce, adoption, dependency, and guardianship demand that the attorney be a skilled legal practitioner, the emotional aspects require that they are also a compassionate individual. Our family law attorneys have a deep commitment to helping their clients resolve matters in a way that safeguards their material well being, and their spiritual comfort as well.And this commitment is particularly applicable where the interests of children are concerned. Elder Law The aging of our population has resulted in a rapidly growing need for attorneys who are knowledgeable in the laws that apply to the care and disposition of senior citizens.Akerman Senterfitt is one of only a few larce law firms with an attorney who is nationally recognized in this practice. Richard Milstein has spent many years helping to craft, the applicable body of law. We represent the interests of individuals needing to protect and care for parents who have lost their physical and/or mental abilities.We advise and represent clients in every aspect of the resulting circumstances. If a guardian must be appointed,we are experienced in working through the appointment process,and in the subsequent representation of the guardian.What makes us different from the typical large law firm is that we offer a broad-based practice in family law and also in probate and guardianship issues.This is critical because elder care lies at the crossroads of these areas. Prenuptial and Postnuptial Agreements Prenuptial and postnuptial agreements are important tools in the effort to manage family wealth and business interests. For the family head or business owner,such contracts are intended not only for their individual use.When children or grandchildren marry,such agreements can prevent the dilution of assets, and the loss of business control.And,for existing agreements to maintain their validity they must be revisited periodically and as financial circumstances change.We advise on the creation of these agreements and each arrangement is a unique contract that takes into account the complex details of the parties'financial and personal situations. Dissolution of Marriage At Akerman Senterfitt we offer our clients the opportunity to move on with their lives while we take them through the process of divorce.We aim to achieve the most efficient and least expensive dissolution of a marriage. Just as every marriage is unique,so is every divorce. By law, couples seeking to dissolve their marriages must first mediate the issues in an effort to reach an equitable resolution or,failing that,to more clearly articulate the areas of disagreement. Our objective is to reach a settlement at this early stage,preserving the assets, minimizing the emotional burden,and limiting the negative impacts on any children involved. Should a case proceed to trial, we will represent our client's interests with resolve and reason.And we find that this reasonableness,along with our reputation,has a positive effect on opposing counsel,minimizing rancor and speeding resolution. Although many of our clients are high profile individuals,a significant percentage of our cases involve people of average means. But should a case involve substantial assets,the t--eadth of our practice, including the Tax, Real Estate, Bankruptcy, and other practices, means that the entire matter can be handled efficiently by one firm. Following divorce, it may be that the judgment requires enforcement or modification in terms of alimony, child support,visitation rights,or other matters.We stand with our clients in seeking any reasonable accom- modation allowable under the law. It may also be necessary to redraft a will or address ':ary issues, IRA's,trusts,and beneficiary changes. Again,we can manage all of these matters,which re`uces the billable time required for another attorney to become familiar with the particular circumstances. Alternative Relationships While our society has come a long way in its attitude toward alternative,non-traditional relationships, including same sex partners and other unmarried cohabitants,the laws have notyet accorded these couples the same status and protections that belong to married men and women. When the relationship ends or when a long-term partner dies,the same emotional and economic issues exist as for opposite-sex married couples. But in the absence of a pre-existing property agreement spelling out the division of assets,the rights of the partners are not clearly defined and lengthy litigation may be required to reach a resolution. E. 1 NEW We help clients to prepare for problems like these and other issues that may arise during the relationship.A healthcare surrogate form can be prepared appointing one person to act as the decision maker on behalf of _ the other. Power of attorney papers can provide for the management of another's affairs and,when requested, this can be a springing power of attorney,which only becomes active in a particular circum- stance,such as loss of capacity or death. We recognize that the parties in an alternative partnership have specific concerns not shared by the majority of our population.We are pleased to discuss any relevant issue in this regard,and to help our clients achieve peace of mind in their legal and financial affairs. In addition to the areas described above,we provide services in adoption, name changes,and dependency (for children in need of state services). Charitable and Tax-Exempt Organizations Maximizing Benefits,Minimizing Risks and Liabilities 3 With record amounts of wealth flowing into,and out of, 501(c)(3)tax-exempt organizations,the need for experienced legal advice and counsel is greater than ever. Despite this,few attorneys devote more than a 3 small amount of their time to the study and practice of this area of law and even fewer have hands-on experience. However, the Charitable and Tax-Exempt Practice at Akerman Senterfitt is regarded as an exception. From planning the application for 501(c)(3)status,and creation of the by-laves and policies;to operational oversight,fund raising issues(governed by the State of Florida Solicitation of Funds Act),and the filing of annual reports,we assist clients with all the legal issue affecting charitable organizations.Our knowledge of the area is profound.We fine tune our representation of charities dependant on whether they simply raise and disburse funds, have operations, like universities, museums,and orchestras,or are managing endow- ments. We also handle matters related to political activities, gift acceptance, prudent investing,and board liability. 3 We have significant experience in presenting sensitive matters to the IRS and we have worked with clients who have a fear of dealing with the IRS.Our attorneys understand how the IRS works so this,together with a substantive understanding of the laws and practical experience, makes it a lot easier to get favorable results. The Charitable and Tax Exempt Practice is led by Hank Raattama,who,through many years of teaching, including over fifteen years in the University of Miami's Masters in Law program, is the attorney who instructs other attorneys in South Florida about tax-exempt organizations. Colleges and Universities Most private educational organizations, including the University of Miami,a longstanding Akerman Senterfitt 3 client in this area, are charities as defined by section 501(c)(3).As such,they are subject to the same rules and restrictions as any other tax-exempt organization. Even state universities have similar rules when it comes to gifts and unrelated business income.And every university foundation,regardless of the status of 3 the parent institution, is subject to the laws governing tax-exempt bodies.Over the years of our working with colleges and universities we have developed particular skills and programs,which help these clients operate 3 in accordance with the regulations and at maximum financial effect. Healthcare • Similarly, we have handled a great deal of work for tax-exempt healthcare organizations, including hospitals, A., J clinics,ambulatory surgical centers,and others.We know how they function organizationally,how they are structured, and how their legal needs must be addressed in order to safeguard and maximize the benefit of Q their tax-exempt status. v C Private Foundations We have assisted in the establishment and ongoing operation of some of Florida's largest family foundations E and many more modest family foundations as well.Through years of hands-on experience we have developed a body of knowledge that enables us to effectively and efficiently accomplish the philanthropic and other goals associated with family foundations. f� ®+ h I- -1 Akerman Senterfitt Commitment to Diversity As a leader in the legal and business community, Akerman Senterfitt is proud of its commitment to ensuring equal opportunity generally and within the firm.One of Florida's oldest law firms,the firm has successfully promoted diversity through vigorous recruitment and retention of minorities and women.The firm is committed to retaining and promoting its women and minority lawyers and non-lawyers.Akerman Senterfitt was recently ranked#3 nationally out of the 250 largest law firms in the country by the Minority LawJournal for the overall percentage of minority attorneys in our firm. .. To advance the firm's efforts in relation to diversity issues,Akerman Senterfitt appointed shareholder Joseph W. Hatchett to chair the firm's Committee on Diversity. Mr. Hatchett's distinguished jurist career includes serving as Chief Judge of the United States Court of Appeals for the Eleventh Circuit and as a Justice on the Supreme Court of Florida. Mr. Hatchett was the first African-American to serve on the Florida Supreme Court and the first African-American to serve as a Chief Judge of a federal appellate court in the Southern United States. Akerman Senterfitt actively recruits women and minority lawyers to the firm. Many of its shareholders are women and minorities, demonstrating to associates that achieving shareholder status is a real possibility. Women and minority lawyers occupy top management positions in the firm,including service on the board of directors and the Associate and Paralegal Evaluation Committee. The irm's workforce, including every staffing level throughout each of its offices, reflects the diverse cultures of the firm's clients and the state of Florida. In the delivery of legal services, the firm's lawyers bring all of their experiences, cultures, education, and rich backgrounds to the task.The firm values this diversity because it encourages innovative thinking that results from a broad range of perspectives. As Akerman Senterfitt continues to grow, it remains committed to providing a work environmentthat respects diversity, rosters employment opportunity,and is free from discrimination and harassment. Akerman Senterfitt continuously reviews its hiring,training,evaluation,and compensation practices to ensure that its commitment to diversity and equal opportunity allows its lawyers and staff an equal and ample opportunity to achieve excellence in service of its clients. The firm's mission is to develop professional opportunities and to foster an environment in which minorities and women may perform proudly and give the firm's clients the benefits of a law firm balanced fully in terms of race, ethnicity, and gender. U MULLER MI NTZ 1BOR I10 Ell I III ENT ITTOR U EYS n today's fast and ever changing regulatory climate, it is essential for employers to work closely with an experienced labor and employment law firm that can provide ongoing 'y guidance to management, help develop effective policies and procedures to lower the risk of litigation, and represent employers with expertise and efficiency. Muller Mintz, P.A. is dedicated to meeting the evolving labor and employment needs of employers by providing prompt, individualized and superior legal services to our clients. WE -SPECIALIZE IN LABOR AND EMPLOYMENT LAW Since its inception in 1968. Muller Mintz has concentrated exclusively on serving private and public sector employers in labor and employment law matters. With offices in Miami and Orlando, we provide superior legal services to clients in Florida and throughout the United States. Many of our attorneys are Board-certified by the Florida Bar in the specialty of labor and employment law. We assist management in the development of employment policies and practices that comply with the law while providing maximum flexibility for employers. We provide advice on employee compensation and benefits issues. wage and hour matters, reductions-in-force, and other human resources concerns. We are experts in defending employers in federal and state courts and before federal, state, and local administrative agencies with respect to labor and _. .,-rent-related claims. We also represent ® management in contract negotiations, grievance resolutio, -ations, union election campaigns, unfair labor practice proceedings, employment discrimination charges, Department of Labor investigations, and occupational safety and health complaints. As new workplace issues emerge, from drug testing to the prevention of sexual and other types of harassment. our firm is committed to meeting the evolving legal needs of management. WE REPRESENT PUBLIC AND PRIV.',il SECTOR EMPLOYERS We represent a broad range of employers in a vast spectrum of industries. Our clients include many Florida-based and national private businesses, both large and small, and non-profit organizations. We also represent many government entities, including counties, cities, school boards, and colleges. Representative industries include electric utility, entertainment, communication, financial services, healthcare, transportation, hospitality, and retail. to name a few. %[A.ER .MI\TJ. P.;\ ?`•µ.5. Y S 'u`.ryn r Y T lei PREVENTION IS OUR PHILOSOPHY At `hiller Mintz, our philosophy is simple: We are dedicated to preventing employment-related problems from disrupting the business activities and goals of our clients. We seek to build and maintain long-term client relationships by providing effective, efficient, and professional representation. Guided by these principles,we strive to help management avoid time-consuming litigation,charges,and grievances. We identify potential issues and recommend appropriate action as an active partner with an omanization's executives, managers, in-house counsel, and human resources and labor relations personnel. For example. we review current employment policies and procedures to determine if they meet today's legal requirements. We develop new policy manuals and employee handbooks. We also formulate customized employment and labor relations training sessions for managers and supervisors to facilitate the coals of management while complying with federal. state, and local laws. ® 'N'e have found that both employers and employees benefit from this pro-active approach to workplace issues. By carefully implementing workplace policies that recognize the value and worth of each employee, management can often improve productivity. morale, and profitability. L.\ROR AND EN1PL01".\Iti\T ATTORNEYS ds 1. WE ARE EXPERIENCED IN WORKPLACE ISSUES The members of our firm have many years of practical experience counseling and representing employers in virtually every major industry and in connection with all aspects of labor and employment law. Our attorneys have extensive experience in issues relating to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Public Employee Relations Act, constitutional and civil rights issues in public employment, the Age Discrimination in Employment Act,the ;; 1.tional Labor Relations Act, the Fair Labor Standards Act, the Equal Pay Act. the Occupational Safety and He-,: th Act,the Employee Retirement Income Security Act (ERISA). the 'Worker Adjustment and Retraining Notification Act (WARN), the Americans with Disabilities Act (ADA), and the Family and Medical Leave Act (FMLA), as well as numerous other federal, state. and local statutes and ordinances. Our firm has a highly diverse team of attorneys. ^rd i •vell-trained and efficient support staff. Our extensive library, as well as our computer-assisted legal information management facilities, allow us to provide up-to-date information to clients on is%,.>.. : gulations, and court decisions. We take pride in our ability to provide prompt. individualized. and expert service to our clients. _�.. �- A HUMAN RESOURCES We consult with management on a wide range of human resources issues, including: ■ Employment at will ■ Personnel policies and procedures ■ Discipline and discharge cases ■ Education and training programs for managers and supervisors ■ Equal employment, affirmative action, and workplace diversity programs • Proper documentation of employee relations and discipline matters, ■ Unemployment compensation cases ■ Drug and alcohol testing and workplace issues involving "reasonable suspicion" and random tests ® Employee assistance plan (EAP) issues ■ Family. medical. and military leaves of absence ■ Immigration Reform & Control Act(IRCA) employment issues ■ Issues im olving disabled employees ■ Employee privacy rights ■ Alternative dispute resolution (ADR) mechanisms as an option to litigation • Workers' compensation retaliation cases ■ Waivers and Releases ■ Record-keeping and notice-posting requirements ■ Workplace violence and security issues ■ Severance (I reduction-in-force) strategies. plans. and execution • Non-compete agreements LViwR V',I) F%IFLO1%i[.]'T:ATTORNF)S y^ qy� 4 y1 l EMPLOYMENT LITIGATION Our firm represents employers in employment discrimination charges and litigation involving race, color, sex (including sexual harassment), age, religion,national origin, disability,marital status,citizenship, veterans' rights,whistleblower.and retaliation claims. We defend employers in cases involving employment tort litigation, such as claims of negligent hiring and retention, negligent supervision, defamation, wrongful discharge, intentional infliction of emotional distress. assault and battery, invasion of privacy,and similar causes of action. k e also represent employers in ERISA litigation. Additionally. we represent employers in proceedings .)efore the Equal Employment Opportunity ® Commission. Florida Commission on Human Relations, U.S. Department of Justice, U.S. Department of Labor. Office of Federal Contract Compliance Programs, and other federal, state, and local agencies. We have extensive experience litigating employment-related claims. Our approach to litigation is to defend against claims in an aggressive vet efficient and cost-effective fashion. LABOR R__ 'IONS `fuller Mintz provides advice on dav-to-dav tabor management relations issues. We have successfully guided man\-employers through union organizing attempts. In ce�lective bargaining negotiations,we provide advice to management and act as a negotiator at the bargaining ale. In addition,we represent management in: ■ Arbitrations ■ Union decertification drives ■ Discipline and discharge cases ■ Labor disputes. picket lines. and strikes • Grievance proceedings \\'c also represent employers in unfair labor practice charges and union elect.;n proceedings before the National Libor Relations 13oard (prnate vector) and the Florida Public Employee Re',atiol. '-ommission(public sector). n' r n - s� i�y�c�+r�"��s�,"`� � - }, � �• � ^4:� � ..gas!"° { WAGE & DOUR REGULATIONS We offer guidance to employers on compliance with the Fair Labor Standards Act, and represent management in investigations of employee complaints by the Wage&Hour Division of the U.S.Department of Labor. We also defend employers in Wage&Hour lawsuits filed by private individuals or the federal government. OCCUPATIONAL SAFETY & HEALTH We advise management regarding compliance with Occupational Safety and Health Administration (OSHA) regulations. and represent employers in connection with OSHA inspections and litigation issues. PUBLIC EMPLOYERS We provide advice regarding substantive and procedural due process matters, as well as: ■ Employment-related constitutional issues ■ Civil Service Board issues and proceedings ■ Special Master and Legislative impasse hearings ■ Department of Administrative Hearings proceedings RELATED SERVICES Through the years. Muller Mintz has provided the highest quality legal services to employers.Our attorneys can pro\ide advice regarding all labor and employment-related issues. We would Welcome the opportunity to provide you with additional information concerning our professional services. L-o, P. \\[) Evn>un VIAT:ATTORNI-N-, M_U_LLER_ MINTZ - L:1 R 0 R \1) EM P L U 1'Nt E NT A T ORU EI.S ® OFFICE LOCATIONS r `f Wachovia Financial Center Citrus Center 200 South Biscayne Boulevard, Suite 3600 255 South Orange Avenue, Suite 1525 Miami, Florida 33131-2338 Orlando,Florida 32801-3462 (305) 358-5500 Miami-Dade (407) 843-1400 (954) 522-0393 Broward (407) 843-1410 Facsimile (305) 379-3802 Facsimile Website: htrI dermintz.com http:;:v, ., ')rlawxom http:'wv. . .iploymentlaw.com • MULLER fiNTZ L.i BOR k�D Est PL 1)1'��1Ev T >T TOR II I'I SELECTED PRIVATE EMPLOYERS REPRESENTED The Abkey Companies d/b/a Fuddruckers H.T.E.Inc. Adidas America, Inc. International Speedway Corporation AES Portable Sanitation,Inc. JM Family Enterprises,Inc. Barfield Instrument Corp. J&M Scaffolds of Florida,Inc. The Boeing Company Kendall Toyota Calder Race Course Kraft Foods Carnival Corporation(Carnival La Gorce Country Club Cruise Lines) Marriott International,Inc. Cash America International, Inc. Metro Goldwyn Mayer(MGM)Pictures CBS National Molding Corporation CDI Corporation Nextel Communications Inc. Chubb Group of Insurance Companies Nintendo of America,Inc. Citv Furniture,Inc. Orange Bowl Committee,Inc. Citv National Bank Panalpina,Inc. ClubCorp, Inc. Perot Systems Corporation Cunard Line Limited Company Polytechnic University of Miami Dixie Beddina Raltron Electronics Corp. Dollar Rent A Car RadioShack Corporation Don Shula's Hotel Ritz Carlton Hotels Edd Helms, Inc. Seaboard Corporation Engle Holdings, Inc. Seaboard Marine,Ltd. Florida Power&Light Company The Sports Authority Gables Residential Trust Stryker Corporation,Inc. Gemini Air Cargo,Inc. TracFone Wireless,Inc. Gova Foods Travel Services International The Graham Companies United National Bank of Miami The Green Companies Universal Studios Grifols America, Inc. U.S. Biosystems,Inc. Harris Corporation The Wackenhut Corporation HIG Capital Warner Brothers Television Holy Cross Hospital MULLER MINTZ 1.k5 N 1) E%I P L ONki E NT AT TORN E 1'S • SELECTED PUBLIC EMPLOYERS REPRESENTED City of Altamonte Springs City of Mount Dora Brevard County City of North Bay Village Broward Community College City of North Miami Broward County City of North Miami Beach Broward County School Board City of Orange City City of Casselberry Orange County City of Cocoa Orange County Property Appraiser City of Cocoa Beach City of Orlando City of Cooper City City of Oviedo Citv of Coral Gables City of Palatka Town of Davie Palm Beach County City of Daytona Beach Palm Beach County School District City of DeLand Palm Beach County Sheriff's Office City of Edgewater Town of Palm Beach City of Edgewood City of Palm Coast City of Florida City Pasco County,Clerk of Court Florida Public Personnel Assn Pasco County Tax Collector Citv of Fort Lauderdale Village of Pinecrest Town of Golden Beach City of Plantation City of Hallandale City of Pompano Beach City of Hialeah Town of Ponce Inlet Indian Creek Village City of Sanford Indian River Countv Seminole County Lake Countv Seminole County,Clerk of Court Lake County, Clerk of Court Seminole County Property Appraiser City of Lighthouse Point South Broward Hospital District City of Longwood (Memorial Healthcare System) Citv of Maitland City of South Miami Martin County City of Sunny Isles Beach Citv of Miami Beach City of Sunrise The Housing Authority of the City Technical Research and Development Authority of Miami Beach City of Titusville City of Miami Springs University of Central Florida Monroe Countv University of Florida Monroe County,Clerk of Court Utility Board of the City of Key West Monroe Countv School Board Volusia County City of Winter Springs ULLER MINTZ L>HOR 'AND EN1 PLO 1'l1E NT ATTOR NE)S - JAMES C . CROSLAND ® PARTNER Born in New Orleans, Louisiana B.A. Degree from Tulane University of Louisiana, 1964 J.D. Degree from Tulane University School of Law, 1968 Board Certified by Florida Bar in Labor and Employment Law Admitted to Alabama Bar, 1968; Texas Bar, 1970; Louisiana Bar, 1971; Florida Bar, 1973 Admitted to Eleventh Circuit Court of Appeals and United States District Court, Southern and Middle Districts of Florida Included in 'Best Lawyers in America" ® Member, American Bar Association Labor and Employment Law Section; Florida Bar Labor and Employment Law Section �III� CERTIFIED 11e F'loricia Bar LIBOR& Ena OY>.1_!tr uw r M_ ULLER MINTZ E AHOR AND ENIGEOYME NT ATTORNEYS DENISE M . HEEKIN ® PARTNER Born in Skokie, Illinois B.B.A. Degree from Loyola University, 1987 J.D. Degree (cum laude) from Tulane University School of Law, 1991 Board Certified by Florida Bar in Labor and Employment Law Admitted to Florida Bar, 1991 Admitted to Eleventh Circuit Court of Appeals and United States District Court, Southern and Middle Districts of Florida "J Order of the Coif Member, Florida Bar Labor and Employment Law Section �IIII U {{I CE1 [[�IED TheE Oki - EMAOYI.I%N7 • We have represented many of the largest and most well-known pharmaceutical,agricultural,and • biotechnology companies in i ntel lectua 1.property and related litigation. In addition,we have represented the biotechnology departments of several of the nation's research universities.This work includes the preparation and prosecution of patent applications,and negotiation of the licensing arrangements and materials transfer agreements between academic institutions and private industry. In order to maintain a keen awareness of the issues faced in the biotechnology field,we actively partici- pate in such organizations as BioFlorida,the Association of University Technology Managers and the Licensing Executives Society. Chemistry and Materials Science A number of our attorneys have significant experience in chemistry and materials science.They handle intellectual property matters in a range of technologies including food, polymers,specialty chemicals, pharmaceuticals,petroleum products and processes,coatings,cosmetics,colors and dyes,semiconductor technologies,and inorganic products and processes. t Typically, these attorneys have an undergraduate degree in chemistry, biochemistry, chemical engineering, physics,or a similar scientific degree.Additionally, some have advanced degrees including doctorates, and some are named as inventors on patents which have been issued in the chemistry and materials science fields. A number had substantial industry experience prior to beginning their legal careers. Others have acquired experience through years of preparing patent ability studies,patent infringement and validity opinions,and through the preparation and prosecution of patent applications. Computer and Internet Technology With undergraduate and advanced degrees in electrical engineering and advanced computer science studies, we have attorneys with the scientific knowledge required to address the legal needs of clients in the computer and Internet-related industries.Our attorneys are fully versed in various computer program- ming languages and tools including Java, C++, Python, Erlang, Object Pascal, and VB. We are familiar with a range of operating system architectures and underlying technologies including Windows,Linux, BeOS, and NextStep. In addition, we are familiar with a number of computer communications networks ranging from traditional wireline TCP/IP to short-range wireless RF networks. We have obtained patent protection for a variety of software, hardware and business method inventions ranging from a new means of inter-process communications to a method for distributing book information on the Internet.We are experienced in domain name acquisition and disputes,on-line copyright and trademark infringement,website terms of use and privacy agreements,website and other software development agreements,and on-line catalog and database protection. Electrical Engineering We have attorneys formally trained in electrical engineering who are well versed in handling intellectual property matters in a broad range of other electrical and electronic technologies. These technologies include cellular and other RF communications systems, television, DVD and personal electronics, MPEG and other multimedia compression schemes, GPS location-based systems,computer communications network protocols,telecommunications systems and componentry,power systems,electronic musical instruments, embedded systems, electronic article surveillance systems, imaging systems, and satellite command and control systems. . Many of these attorneys worked in the industry prior to attending law school and collectively,we have over 30 years of electrical engineering experience and 50 years of legal experience. Y Mechanical Engineering Our lawyers who are experienced in mechanical engineering handle matters involving mechanical • devices such as consumer products,musical instruments,water distribution and irrigation systems,film processing systems, disposable cameras,camera surveillance systems, drilling and mining devices, underwater vehicles,aerospace componentry, personal hygiene devices,building construction devices, building structures,and HVAC systems. Notably, we are experienced in the use of the design patent legal mechanism for the protection of the ornamental design of consumer products including clothing and clothing accessories,sports equipment, and luggage.We also have successfully enforced such design patents against infringers. We have significant experience in litigation before the International Trade Commission,including both the confiscation of infringing products at the border,as well as the release of legitimate products confiscated by the Customs Service. University Ventures In recent years, there has been an explosion of intellectual property activity at the university level with many universities developing annual income streams in the tens of millions of dollars.The extent to which the universities are able to capitalize on their intellectual property depends,to a large extent,on the legal advice they obtain. -9 Our Intellectual Property Practice has developed an impressi,.,=-?cord of working with universities to establish policies,develop rights assignments and confi v;yr-ements,and file for patent protec- tion. Since most universities do not actively participate rc,.. wE:opment or marketing we have developed a strong practice to assist in the creation of favora_;_-:,censir:3 arrangements.Our university clients include, among others, Penn State, Florida State, and the University of Florida. We are an active member of key industry associations which keeps our attorneys aware of the develop- ments in this field and in contact with potential licensors and purchasers of university-based technology. a.aNYa� Litigation Practice With over 130 lawyers,Akerman Senterfitt has the largest litigation practice in Florida.This,coupled with the strength and depth of our other areas of practice,gives us the complete complement of resources required to defend and prosecute cases.Our client list includes some of Florida's most important public and private entities, Fortune 500 companies,and we are regularly referred clients from law firms nationwide. The size of our Litigation Practice does not by itself explain why we are regarded as one of the foremost litigation firms in Florida. Cases are managed by shareholders,they are not passed on to a series of associ- ates,which means that we respond efficiently and effectively to client needs. Two former chief judges are now senior shareholders in our Litigation Practice.Judge Edward Davis(former Chief Judge of the U.S. District Court for the Southern District of Florida)is the Chair of our Litigation Practice.Judge Joseph Hatchett(former Chief Judge of the U.S. Court of Appeals for the Eleventh Circuit, ® and also a former Justice of Florida's Supreme Court)heads our substantial Appellate Practice. Commercial Litigation The !itigation faced by businesses today encompasses a host of complex legal issues.These issues can be resolved either across the bargaining table or in the courtroom. Recognizing that a case accumulates cost the longer it remains open,finding the most efficient course of action requires an attorney who is not just an advocate with proven trial ability but one who is an advisor as well. With the largest number of commercial trial attorneys in Florida,we have been entrusted with many of the highest profile cases in the State. We are currently handling cases encompassing legal claims such as antitrust,patent infringement,construction and property damages,fraud,civil theft and misappropriation, and the violation of Florida's banking laws. Our aim is always to gain ground for the client.With experience in litigating emergency matters,our trial lawyers can quickly marshal resources when needed,such as when our clients are seeking or defending against injunctions. Our commercial trial lawyers analyze legal issues for presentations to judges and use the latest technology when seeking to persuade juries. Class Actions A class action suit can be devastating to any company.With potentially hundreds of millions of dollars at stake, they have a huge impact on a company's bottom line.As panel approved counsel for insurers, or in direct representation of the defendant,our class action attorneys are skilled in steering a case through all the ® critical phases. Representing only the defense side in class actions,we have prevailed in many mammoth size cases and have handled more consumer class actions than any other firm in Florida. In addition,we have been involved in a full range of class actions, including ADA,employment practices,toxic tort,product liability, D&O liability, and insurance,securities,and banking practices. Currently,we are representing clients in over 100 cases. Our class action attorneys work solely on this area of litigation and,therefore,have significant class action trial experience in state and federal courts. We aim not only to succeed,but to minimize disruption,and to move the matter as quickly as possible to resolution. Frequently,we obtain denials of class certification and on a number of occasions we have achieved class de-certifications.The majority of our class actions are dismissed,with the dismissal upheld on appeal. When required we will negotiate the best possible settlement,avoiding costly litigation.At trial, whether in state or federal courts,we aggressively defend class action suits, utilizing experts from other relevant practice areas of the firm wherever necessary. I Antitrust Our antitrust attorneys have broad experience,includ;'�c c°.ring and defending treble damages lawsuits, and responding to civil and criminal investigations by ;;anu date enforcement authorities. We have represented clients in federal courts in Florida,and in several other states,in claims under the Sherman Act, the Clayton Act,the Robinson-Patman Act,the Federal Trade Commission Act,and state antitrust statutes.We have successfully asserted or defended a wide variety of claims,including restrictions on distribution,price fixing,bid-rigging,market allocation,group boycotts,refusals to deal,tying arrange- ments, price discrimination,resale price maintenance,joint purchasing/buying cooperatives,and covenants not to compete. Our experience includes criminal prosecutions,class actions and multi-district litigation,and we have both obtained and defended against antitrust injunctions. We provide comprehensive guidance to clients in responding promptly and appropriately to federal grand jury subpoenas and to federal or state civil investigations.We can mobilize resources to review and produce C • documents and interview witnesses at several locations simultaneously.We have considerable experience dealing with the Department of Justice,the Federal Trade Commission and state enforcement authorities at C all levels. We have prosecuted and defended claims of false advertis:n^ n.rd..nfair competition under federal and state statutes and common law. Our attorneys also have represen:nd public utilities in addressing their unique antitrust issues.Our representations of clients in ant::rust:M ters include those from industries such as: utilities, pharmaceuticals,automotive products,insurance,: : u, health care,technology,petroleum products,industrial chemicals,pesticides,agricultural products,dairy products,and steel. Bankruptcy and Creditors'Rights Bankruptcy is a fact of life, however,there are ways to contain its consequences.The attorneys in our Bankruptcy and Creditors'Rights Practice are versed in limiting the potential loss to creditors(or representa- tives of creditors'interests)of a company facing bankruptcy. One of the largest groups of bankruptcy attorneys in Florida,we represent clients in every major market area, and are able to handle a number of complex cases simultaneously. This capability, as well as our strong track record within various industries, has led to a steady stream of referrals from law firms and in- house counsel nationwide,as well as numerous receivership appointments by the SEC and others. Our creditor representation work occurs on three levels.In consultation with our Corporate Practice,we include provisions in loan documents to protect clients in the event of bankruptcy.We negotiate and structure workout agreements to maximize a secure return of capital outside the bankruptcy arena.When • bankruptcy occurs,we pursue appropriate legal avenues under state and/or federal law,including garnish- ments and creditor rights remedies, to maximize cash and collateral returns to mortgages,liens,or even unsecured instruments. Securities.Litigation and RegulatoryProceedings We have extensive experience in complex securities and financial litigation.This includes defending securi- ties class actions,shareholder derivative actions,and challenging and defending proposed mergers and acquisitions.We handle internal corporate investigations,both before and after public disclosure of alleged wrongdoing. In addition to litigation in federal and state courts,we also regularly represent entities and individuals before the U.S. Securities and Exchange Commission (SEC),the New York Stock Exchange (NYSE), and the National Association of Securities Dealers(NASD). We are approved securities litigation counsel for D&O insurance policies underwritten by AIG/National Union, Gulf Insurance,and Zurich American Insurance.We represent corporations and individuals in connection with shareholder and investor suits,SEC investigations and enforcement actions,private proceedings,broker- dealer claims,and actions involving fraud,tender offers,and proxy contests.Our ability to prevail has been enhanced by recent additions to the firm, including William Nortman, 12-year veteran of the SEC's New York and Florida offices who has specialized in securities regulatory matters for over 30 years. Many of our attorneys were previously with major New York and other national firms,and some worked for the SEC,the Florida Comptroller's Office-Department of Banking and Finance,the Federal Deposit Insur- ante Corporation,and the Resolution Trust Corporation. We have successfully litigated under the Private Securities Litigation Reform Act of 1995,including the heightened standards for pleading securities fraud,and the safe harbor for forward-looking statements.We track all pending securities class actions in the jurisdictions where we practice,and maintain an extensive database of published and unpublished securities and corporate law decisions,and representative settlement 3 papers. We are often retained as co-counsel with a company's regular out-of-state counsel,for securities and shareholder litigations filed in Florida.We have had tremendous success in achieving the dismissal of the :3 cases we have defended, with these dismissals upheld on appeal. Insurance The Insurance Practice at Akerman Senterfitt comprises attorneys with significant experience in representing clients involved in the insurance sector.We provide legal services to underwriters, brokers, intermediaries, agents,claims adjusters, and corporate risk managers. We represent insurance clients in state and federal courts,at the negotiating table,and in the appellate :3 courts.We handle insurance class action cases, bad faith cases,and issues arising from professional liability :3 claims, property and casualty claims, group life,health,and disability claims and premium fraud matters.We provide our insurance clients with regular in-house training and seminars;with the intention of preventing or :3 minimizing the litigation of contentious insurance issues.In addition,we assist in insurance regulatory matters and frequently interact with the Florida Department of Insurance. :3 Our attorneys have in-depth case management and trial experience.They are highly regarded for their thorough preparation and efficient handling of our clients'matters and have a high rate of favorable settlements. In addition,they frequently lecture on insurance matters and are actively involved in industry groups such as the Defense Research Institute,the Association of Defense Trial Attorneys,and TIPS Labor and Employment Litigation The ia,,vs governing employment relationships are many and it seems that no matter what action is taken there is always a lawsuit pending.The attorneys in our Labor and Employment Litigation Practice,which etdusively represents the management side of a dispute, endeavor to limit the number of actions taken and f minimize the cost of lawsuits.As experienced employment litigators,with a deep understanding of the applicable statutes,administrative procedures,and prior court decisions,we are able to minimize staff and research time.We get to the heart of any matter quickly. With confidence earned through dozens of successful trials,we oppose administrative agencies,the Equal Employment Opportunity Commission,the Department of Labor,and other plaintiffs as required.When compared to commercial litigation,a surprisingly high percentage of employment cases make it to court, giving us well-honed trial skills. We handle all areas of labor and employment litigation,including Title VII race,sex, national origin,and religious discrimination,sexual harassment,Americans with Disabilities Act (ADA), Age Discrimination in Employment Act(ADEA), Florida Civil Rights Ad(FCRA), Family Medical Leave Act(FMLA), Fair Labor Standards Act(FSLA),wage and hour issues, non-compete agreements, whistleblower statutes,and federal civil rights. Clients for whom we take on advocacy and trial work include some of Florida's most significant corporations, as well as municipalities,which have their own standards for disciplining and terminating employees.Our many successful cases have helped us to become approved panel counsel for a number of insurance companies regarding,among others,claims on sexual harassment,ADA,and the full range of discrimina- tion. Because employees wishing to sue have to first seek a positive finding from the appropriate administrative agency,we maintain working relationships with all relevant government agencies.We have earned their respect,which helps in our quest for a "no cause" determination. 9: Diversity We are ourselves a diverse group, including Hispanic,female,African American,and differently-abled individuals,a surprisingly rare distinction in our field,and one which helps us to better understand the matters we handle as well as achieve the results desired. Construction Litigation Attorneys in our Construction Litigation Practice have extensive experience in providing legal representation in the full range of construction disputes.We represent owners,architects,engineers,general contractors, homebuilders,materialmen,subcontractors,and design professionals in a variety of complex issues related to major construction projects throughout Florida.We have extensive trial experience in this area and advise clients on litigation prevention,as well as handling the litigation itself. White-Collar Crime The government has almost unlimited resources with which to handle white-collar crime subjects.Securing counsel with substantial experience and a solid record of successful defenses is critical.As experts in all areas of white-collar crime,including deal tax issues,food and drug compliance,fraud,environmental issues,SEC investigations,forfeiture,bank fraud,and grand jury representation,we counsel our clients on avoiding difficulties in the first place,and assist with instituting compliance programs. When a white-collar case ensues we work to minimize the client's involvement.The objective being to avoid the possibility of escalation.At the investigation stage we might lobby to make the client a witness in the case, rather than the target of the investigation. However, if the case proceeds to an indictment or other criminal charges,our knowledge of how law enforcement investigators and prosecutors operate further assists in the defense. As civil disputes are referred to the FBI, the IRS, Customs,and other law enforcement agencies with greater KC frequency, white-collar crime investigations have become more prevalent.As a result,the incidence of parallel proceedings in civil and criminal cases has multiplied,which can be problematic because the cases usually affect one another. Even the best criminal lawyers are not generally experienced in handling related • civil cases. Civil lawyers tend to avoid criminal matters and thus are not experienced in dealing with critical issues such as immunity. What makes our White-Collar Crime Practice so unusual,and what has led to referrals from some of the country's most prominent defense attorneys on both the civil and criminal sides,is our ability to manage both kinds of cases.With substantial experience in negotiating the legal minefield which lies between criminal and civil suits,we advise as to the best course of action on all fronts.This ability to cover all aspects of white- collar crime distinguishes us and serves our clients' needs in a time when yesterday's business tort is today's fraud-based criminal indictment. Mediation andADR Our Mediation and Alternative Dispute Resolution("ADR")Practice assists our clients,and also parties that are not clients of the firm,to resolve their disputes by using techniques that are effective and more economi- cal than traditional litigation.There are several methods we employ, including pre-suit neutral evaluations, drafting ADR-friendly business agreements,mediation,mock trials,binding and non-binding arbitration,and privatejudging. Through early intervention,and prior to full-scale litigation,our lawyers will review and draft agreements that establish creative, business-driven solutions which may not be available in courts of law.These agreements often employ multi-step processes which combine various methods of dispute resolution. For parties that are not clients of Akerman Senterfitt,we have state and federal certified mediators and arbitrators who serve as neutral parties on mediation and arbitration panels,dealing with complex areas ® such as securities disputes,construction projects,business transactions,employment matters,commercial disputes, and personal injury cases. Appellate Akerman Senterfitt's Appellate Practice is energetically managed by Joseph Hatchett,former Chief Judge of the U.S. Court of Appeals for the Eleventh Circuit.Judge Hatchett led the effort to write the rules that govern the Eleventh Circuit today. His leadership and experience have helped us to achieve an admirable record of success in appellate matters.Two of our appellate attorneys, Kimberly Ashby and Paul Regensdorf, are board certified in appellate matters. Unlike lawyers in appellate boutiques or in the appellate sections of other large law firms, most of our appellate attorneys also maintain a practice in trial law.This practical courtroom knowledge provides an invaluable edge when counseling trial lawyers on the creation and protection of an appellate record.And, whenever a new judge is seated,we further this knowledge by expending a great deal of energy studying every aspect of his or her career and legal philosophy. Our litigation attorneys regularly attend seminars,staged by our appellate attorneys,teaching them the issues critical to handling an effective appeal. In addition,the Appellate Practice holds monthly meetings to review appellate cases and trends. Admiralty and Maritime The Admiralty and Maritime Sector Group at Akerman Senterfitt is experienced in a full range of mari- time litigation matters including issues pertaining to collision,personal injury,wrongful death,cargo damage and salvage. In addition, we regularly handle maritime mediation and arbitration. We provide general and special counsel for our clients doing business in all Florida ports.We also have clients in the global maritime community including clients in Australia, Central America, Europe, and the Far East. In consideration of the "around the clock" nature of the maritime industry, our admiralty and maritime lawyers are on call 24 hours a day, 7 days a week to assist our clients. We offer clients more than 75 years of combined experience in the practice of maritime law. r