The Firm's Transactional Practice

      Ziegler, Ziegler & Associates LLP's transactional practice concentrates on domestic and international securities, formation and representation of investment companies, broker-dealers and hedge funds, investment advisory matters, venture capital, mergers and acquisitions, and corporate trust transactions, including public and private placement of debt and equity, financing, and the creation of "off balance sheet"and asset protection vehicles. We are also at the forefront of a sophisticated global securities practice and frequently advise foreign and U.S. companies accessing global capital markets or engaging in joint ventures with publicly held companies. We also advise and counsel our U.S. and offshore clientele on the regulatory and legal aspects of raising and investing capital in the publicand private markets.

     While the firm has a varied transactional practice with attorneys broadly experienced in commercial transactions, both in the U.S. and internationally, we are best known for our expertise and experience in transactions for our broker-dealer, hedge fund,venture capital, securities, international, and banking clientele, as well as for structuring international joint ventures and cross-border transactions. Our firm's attorneys have represented a wide range of financial, institutional, technical, biotechnology, corporate and commercial clients in international and domestic corporate and securities matters, corporate trust transactions, mergers and acquisitions, banking transactions and matters dealing with general corporate law.

     Our firm's attorneys combine legalexcellence with business experience obtained through successful entrepreneurship and the nurturing and management of businesses. In approaching transactions, our attorneys focus on developing and implementing a strategy to close transactions quickly, with our effort directed toward a clear object and result, rather than engaging in mere process or procedure. Ordinarily, before undertaking a significant commercial transaction, we map out the projected activity for the transaction, budget each of the necessary tasks, and work with clients to develop a coherent approach consistent with the client's economic needs, risk profile, and schedule for closing or achieving other business goals. We work with clients to establish mutually satisfactory budgets consistent with this strategic approach and timing, stay within agreed-upon budgets, and will in appropriate cases agree to cap fees for transactional matters, as well asarrangements in which our firm shares risk associated with the transaction. On private and public equity transactions, the firm will oftentimes exchange services and expertise for equity.

An InternationalPractice

     The firm is U.S. counsel for many of the largest international banking institutions as well as to foreign companies and investors from the United Kingdom, other European Union nations, Latin America, Canada, South America, the Middle East, Far East, Australia/New Zealand and South Africa and assists such clientele in structuring their transactions, investments and holdings in the United States and in expanding their business operations both in the United States and abroad. Our firm's lawyers assist our foreign clients with securities and capital market transactions, mergers and acquisitions, general business transactions, corporate law and taxation and commercial litigation matters. Our lawyers routinely guide our international clients through the United States'regulatory process as these companies expand operations, and our firm's lawyers assist them with numerous matters that may arise, such as private placements, issuance of securities, lease negotiations, corporate structuring, employment matters, and the purchase and sale of commercial and industrial property. Our lawyers assist clients in contract disputes and advise and assist in trade secret and other intellectual property matters. The firm's attorneys have pertinent direct industry experience and have been involved in entrepreneurship and in starting and nurturing companies throughout the world, which permit the firm to combine legal excellence with practical, "real life" experience. The firm also advises its corporate clients in the formation of new corporate entities, corporate reorganizations, and purchases and sales of businesses as well as providing general commercial litigation advice. The firm also assists  clients that are acquiring or establishing businesses abroad involving acquisitions, joint ventures, licensing and technology transfer agreements.

Domestic and International Securities

     Our firm's corporate, securities and corporate trust practice hasrepresented financial institutions, broker-dealers, hedge funds, publicly tradedand privately held issuers, venture capital firms and registered investmentadvisors and funds in their corporate, financing and securities matters. Their firm's international practice has represented clients in a wide range of matters in over 30 different foreign countries, from electrical utilities in Latin America to oil and gas companies in the Russian Federation. The firm's attorneys have developed "cutting edge" securities products for foreign issuers including the first "global share" which was developed for DaimlerChrysler AG and is traded worldwide on over seven different securities exchanges. The firm's litigation expertise focuses primarily on representing defendants in general commercial and securities related litigation and broker-dealer matters, and our experience includes practicing before various areas in both state an federal courts. The firm's attorneys have considerable expertise practicing before theNational Association of Securities Dealers, Inc., the New York Stock Exchange and the Securities and Exchange Commission. The firm's litigation department, combined with the firm's experience in public offerings and private placements, is able to defend and prosecute securities class actions and litigation arising out of mergers and acquisitions.

Corporate Finance, AssetManagement and Securities

     The firm is experienced in all essential aspects of venture capital, debt and equity financings, as well as the issuance of securities under the Securities Act of 1933, reporting obligations under the Securities Exchange Act of 1934, and obligations arising under the Investment Company Act of 1940. The firm regularly handles the establishment of domestic and international hedge funds and other investment vehicles as well as private placements under Regulation D and initial and secondary public offerings. The firm's work encompasses the drafting, negotiation and enforcement of financing agreements. The firm is also active in advising both U.S. and foreign asset management firms in the establishment and operation of various types of offshore funds including the preparation of private placement memoranda, investment management, custody and administration agreements.

EmploymentMatters

     The firm's attorneys regularly represent broker-dealers, hedge funds,public and privately held entities and others in negotiating employment and severance packages and related issues. Our litigation department regularly handles employment discrimination claims before the federal courts, administrative agencies and arbitrators, as well as defends employers against wrongful discharge and other employment and labor law claims under federal and state statutes. We have also counseled employers in areas including: employment agreements and arbitration; independent contractors; employment related investigations; employee grievance and discipline procedures; equal employment opportunity; WARN Act; restrictive covenants and trade secrets.

Mergers andAcquisitions

     The firm's attorneys regularly handle mergers and acquisitions involving stock, assets and other forms of acquisitions. The firm's attorneys are experienced in handling the negotiation of transactions from inception and in addressing the various business concerns and needs associated with an acquisition, as well as implementing the documentation necessary to close the transaction. Over the past few years the firm's attorneys have played a role inmany of the largest merger and acquisition transactions on record, including, but not limited to, the acquisition of Atlantic Richfield and Amoco by BP plc and the acquisition of Chrysler Corporation by Daimler BenzAG.

Banking

     The firm maintains a practice in the regulation of commercial banks and bank holding companies. The firm's lawyers have assisted clients in developing compliance programs as well as in the devising of strategic plans for mergers and acquisitions, capital formation through public and private offerings of securities, enforcement proceedings, and the development of banking and non-banking subsidiaries.