RIORDAN & McKINZIE:

LEADING CLIENTS INTO THE TWENTY-FIRST CENTURY

Riordan & McKinzie was founded in 1975 by a small group of attorneys who saw the need for a law firm that combined business savvy with an ability to meet the needs of individual clients. From its inception, senior member Richard Riordan fostered a bold entrepreneurial orientation. Carl McKinzie has contributed his name, as well as his corporate experience, to the firm since he joined it in 1980. Since Mr. Riordan's retirement in 1993 to become Mayor of Los Angeles, the members of the firm have continued to be guided by the founders' enthusiasm for solving their clients' problems.

Riordan & McKinzie has developed into a medium-sized, full-service law firm with broad expertise in the traditional practice areas of corporate matters, securities, real estate, tax, estate planning, litigation and labor. These practice areas are navigated by seventy attorneys in three locations: downtown Los Angeles, Costa Mesa and Westlake Village.

Riordan & McKinzie has fostered cutting-edge proficiency in the structuring of sophisticated financing transactions, complex international transactions and the protection of intellectual property rights. The firm's clients--numbering more than 1,200--represent a wide range of industries, including high technology, manufacturing, insurance, financial services, entertainment, real estate and health care. Many are publicly held corporations that are national in scope. Others include medium-sized and emerging growth companies, privately held entities, nonprofit entities, investors, and individuals. Since many of its clients are particularly sensitive to economic conditions, the firm is accustomed to responding quickly to changing circumstances and to delivering quality legal services in both a timely and an economical manner. Riordan & McKinzie has always been proud of the excellent relationships it maintains with clients, many of whom have used the firm's services since its inception.

Riordan & McKinzie is widely recognized for its expertise in the representation of emerging growth and middle market companies with a concentration in industry niches such as health care, medical instrumentation and computer technology. The firm assists its clients in a broad array of corporate and commercial law matters, including initial structuring and organization considerations, licensing and distribution arrangements, credit and other financings, intellectual property protection and various executive compensation arrangements.

The firm has a long history of involvement in leveraged buyouts, complex merger and acquisition transactions and venture capital financing. It also maintains an active and sophisticated securities practice with expertise in public offerings of debt and equity securities, tender offers, going private transactions, proxy statements and other required public filings. The entrepreneurial orientation of the firm's clients and attorneys has given Riordan & McKinzie the opportunity to be a forerunner in structuring innovative transactions which have since become relatively routine.

Leveraged buyout transactions are an area of particular specialty for Riordan & McKinzie. The firm represents selling companies, buyout teams, senior and mezzanine lenders; Riordan & McKinzie has been involved in leveraged buyouts with an aggregate financial value in excess of $3 billion, ranging from under $5 million to hundreds of millions of dollars. Riordan & McKinzie also is skilled and experienced in public offerings, particularly initial public offerings.

Riordan & McKinzie regularly represents start-up companies in negotiations with venture capital investors; the firm's experience ranges from research and development partnerships and "seed" financings through "bridge" and "mezzanine" financing. The firm also plays a major role in the formation of venture capital funds and small business investment companies. The firm's extensive history of involvement on both sides of the venture capital equation assure that its clients will receive the full measure of creative intelligence and practical experience required in structuring intricate financial arrangements.

Riordan & McKinzie has extensive experience in all aspects of real estate investment trusts: formation, public offering, tax and securities law compliance, negotiation of credit facilities and complex structuring of investment portfolios.

The members of the real estate group represent a diverse group of clients including developers, investors, syndicators, institutions and secured lenders. The real estate attorneys conduct a broad range of transactions including developing, purchasing, leasing, selling and financing market-rate and low-income apartment complexes, condominium projects, hotels, industrial buildings, office complexes, shopping centers, regional malls, mobile home parks, natural resources and energy projects.

Consistent with the firm's entrepreneurial spirit, the real estate group participates in all phases of real estate development, including site acquisitions, limited liability company, joint venture and partnership arrangements, debt and equity financings and construction and development agreements.

Members of the real estate group often structure transactions designed to raise capital through nontraditional sources. Examples include complex joint venture financing arrangements, mortgage-backed securities, private placement syndications and real estate investment trusts. The group has extensive experience in tax-favored projects such as the renovation of historical landmarks and the development or rehabilitation of affordable housing, as well as the representation of nonprofit corporations. As a result of their nationwide reputation in structuring affordable housing transactions, attorneys in the firm have headed professional education programs in this field.

Virtually all significant business transactions raise tax issues. The Riordan & McKinzie tax attorneys coordinate with the other practice groups in order to ensure that the client's tax considerations are structured in the most advantageous manner possible. Attorneys in the tax group have significant expertise in structuring major corporate transactions including stock and asset transactions, taxable and tax-free mergers and other reorganizations. They are expert in real estate matters including tax deferred sales and exchanges, the low income housing tax credit, and complex real estate financing transactions such as shared appreciation mortgages.

Riordan & McKinzie is actively involved in advising employers on the design, operation and termination of various types of employee benefit plans such as pension, profit-sharing, employee stock ownership and Section 401(k) plans. The firm also advises employers on executive compensation matters, cafeteria plans and self-funded medical benefits.

Riordan & McKinzie's labor attorneys are committed to representing management for a diverse clientele ranging from major national and international corporations to many smaller businesses. Representative clients cover a wide cross-section of industries including energy, aerospace, insurance, accounting, maritime, health services, education, communications, construction, manufacturing, hotels and entertainment.

The firm's labor services include the full range of traditional labor relations matters, such as negotiation of collective bargaining agreements and arbitration of grievances. Attorneys also represent employers before federal and state administrative agencies, including the NLRB, EEOC, California Department of Fair Employment and Housing, the U.S. Department of Labor and the California Labor Commissioner's Office. The labor group has expertise in affirmative action plan drafting and compliance reviews before compliance agencies. Labor attorneys have also been heavily involved in wrongful termination and employment discrimination litigation in federal and state courts.

Riordan & McKinzie's estate planning group represents many individuals who call upon the firm's estate planning attorneys to create sophisticated plans. Estate planning attorneys are expert in devising programs for the transfer of personal wealth utilizing complex partnership, corporation and trust structures. Riordan & McKinzie attorneys also are skilled at handling contested probate and trust matters.

Riordan & McKinzie's litigation attorneys represent a wide variety of clients ranging from Fortune 500 groups to emerging growth companies, governmental entities and other public agencies. The litigation group has particular expertise in handling problems that growth companies frequently confront, such as unfair competition and intellectual property disputes, securities, real estate, antitrust, commercial, and employment litigation. The group also represents defendants in consumer related class actions and in professional liability cases.

In representing clients in litigation, Riordan & McKinzie's first priority is to define the goals and objectives of its clients and then select the approach best calculated to achieve them. The firm recognizes that litigation may not be the best course for a client and may recommend alternative forms of dispute resolution such as mediation or arbitration.

Litigation attorneys who specialize in intellectual property help clients to secure patents and trademark and copyright protection, and handle patent, copyright, trade secret and unfair competition litigation matters before all courts and administrative agencies in the United States.

Riordan & McKinzie is a law firm founded on the alloy of business and legal expertise, an entrepreneurial spirit, the ability to find creative solutions and a commitment to providing clients with the highest level of legal counsel on a timely and cost-effective basis. The firm is dedicated to providing clients with the services they want, when they want them, at a reasonable cost. Riordan & McKinzie's guidance leads their clients to the success they deserve.

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