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ABOUT OUR FIRM
Benesch is a business law firm with offices in Cleveland, Columbus, Indianapolis, Philadelphia,
Shanghai, White Plains and Wilmington. Benesch is dedicated to building a deep understanding of
our clients, their businesses and their industries. We develop client-focused teams to ensure first
class legal service, view business issues from our clients' perspective and assist in discovering the
best legal services to address our clients' needs, drawing upon the strengths of diverse,
knowledgeable and experienced lawyers. The firm services national and international clients that
include public and private, middle market and emerging companies as well as private equity funds,
entrepreneurs, non-profit organizations, trusts and estates.

The 2011 edition of The Best Lawyers in America®, which describes itself as the definitive guide to
legal excellence in the U.S. and establishes a system that ranks firms based upon the number of
attorneys selected in designated areas, named 45 Benesch attorneys as Best Lawyers in America®.

Our practice areas include Business Reorganization, Commercial Finance & Banking, Corporate &
Securities, China, Economic Growth & Development, Employee Benefits & Compensation, Estate
Planning & Probate, Intellectual Property, Labor & Employment, Litigation, Public Finance, Public
Law, Real Estate & Environmental and Tax. Some of the industries the firm concentrates in include
Private Equity, Banking, Health Care, Polymers, Transportation & Logistics, Energy & Natural
Resources and Construction.

Our attorneys serve as trusted counselors, advocates, and partners in all aspects of a legal or
business issue. We are proud of the client relationships we have developed and work hard to
maintain them. Above all else, we take a results oriented, innovative approach to practicing law and
are committed to assisting our clients to achieve their goals.

Firm Management Executive Committee
Ira C. Kaplan, Thomas C. Washbush, Jeffrey A. Abrams James M. Hill
Managing Partner Columbus Partner-in-Charge
George N. Aronoff, Ira C. Kaplan
James M. Hill, Raymond H. Lemisch, Ex-Officio
Executive Chairman Kevin D. Margolis
Delaware Partner-in-Charge
John H. Banks,
John H. Banks, Megan L. Mehalko
Jeffrey A. Abrams, Ex-Officio
Chief Operating Officer/ Indianapolis Partner-in-Charge David W. Mellott
Chief Financial Officer Frank Carsonie
Yanping Wang, Shanghai Thomas C. Washbush
Gregg A. Eisenberg
Partner-in-Charge

MERGERS & ACQUISITIONS
Benesch has been assisting multinational, middle market and emerging companies in connection with
complex public and private mergers and acquisitions as well as joint ventures for more than 50 years.
We have approximately 50 attorneys and legal assistants who are devoted to this market.

We counsel clients in all aspects of complex M&A transactions. The types of M&A matters in which
Benesch lawyers are engaged covers the full spectrum of negotiated and contested situations,
including advance preparation/diligence for prospective targets, asset sales and purchases, mergers,
corporate governance advice, joint ventures, leveraged buyouts, private equity, proxy contests,
recapitalizations, stock sales and purchases and equity and debt offerings. Benesch’s high degree of
sophistication and expertise reflects the decades that our M&A lawyers have spent doing deals
domestically and abroad. Together with our high client service standards and entrepreneurial
tradition, we are able to provide advice and assistance to our clients on a cost-effective basis.

Our team has completed more than 120 purchase, sale, minority investment, or joint venture
transactions in the past four years. Many of these have involved businesses where we have been
involved in creating the sell- or buy-side strategy in concert with the company’s financial
advisor/investment banker. We understand the importance of moving the deal forward, subject to
potential regulatory constraints; each transaction has a pace to it that is important if momentum is to
be maintained and positive results achieved.

As an experienced “deal shop,” Benesch adds value by understanding and addressing objectives
quickly and efficiently, thus reinforcing a virtual ongoing “best practices” system. We believe that our
ability to add value in these ways distinguishes Benesch from other firms.

Representative Mergers & Acquisitions Experience
Benesch has been recognized for representing clients in notable, large and complex M&A
transactions, recent transactions include:

 Represented an Arizona-based provider of medical transportation services, fire protection and
other safety-related services in the company's going private. Transactions included a $60 million
deal in Florida as well as a $20 million deal in Colorado.
 Represented an Arizona-based helicopter parts manufacturer in the sale of its business to a
leading global manufacturer of highly engineered bearings and alloy steels.
 Represented Myers Industries (a NYSE listed company and an international manufacturer of
polymer products) in its $1.2 billion acquisition by GS Capital Partners, an affiliate of Goldman
Sachs. While the transaction did not close due to market conditions, Myers received a substantial
termination fee.
 Represented Myers Industries in its $250 million senior credit facility with JPMorgan Chase Bank,
N.A.
 Represented Value Creation Partners/Best Brands, one of the largest premium bakery
manufacturers in the U.S. (and controlled by three private equity firms), in the sale to an
international public company with annual sales of € 2.6 billion. The acquisition price of $510
million represented a multiple of 8.5 times reported 2009 EBITDA.
 Represented Excel Polymers, LLC, a leading global merchant supplier of elastomeric solutions, in
the sale to HEXPOL AB, a world-leading polymer materials group headquartered in Sweden, for
approximately $220 million after adjustments.

 Represented Dealer Tire LLC, the world’s largest distributor of tires to automobile dealers, in a
recapitalization of the company involving a $150 million minority equity infusion, a $150 million
mezzanine infusion and a $100 million senior term loan.
 Represented NCS Healthcare, Inc. in a public merger valued at $400 million following defense of
a hostile tender offer launched by a large competitor.
 Represented Cleveland Unlimited “Revol,” a personal wireless phone service company, in a $150
million 144A high-yield debt offering, related to corporate reorganization and spectrum
acquisitions. Benesch also represented Revol in the sale and leaseback of certain assets.
 Represented (jointly with Paul Weiss) Oak Hill Capital Partners L.P., in connection with its
acquisition of Duane Reade, Inc., a NYSE listed company in a transaction valued at over $700
million.
 Represented WindPoint Partners LP in a consolidation in the pressure label industry of York
Label which went from $0 to $250 million plus of top line revenue through a series of acquisitions
in three years which was then sold to another private equity firm. Representation included a $200
million credit facility with multiple participants.
 Represented Altus Capital Partners the $133 million sale of Sale of Gichner Systems Group, Inc.
 Represented SageQuest, a GPS vehicle management solutions company, in its $36.5 million
sale.
 Represented a manufacturer of custom clothing in an auction with bidders ranging from strategic
buyers to private equity funds.
 Represented the owner of a consumer products and services business in a recapitalization
consisting of debt and private equity.
 Represented Turning Technologies in the sale of membership interests to Brockway Moran &
Partners in an equity recapitalization. Previously represented the company in the sale of equity
interests to Talisman Capital.
 Represented Ricerca LLC in an equity recapitalization with Bain Capital and SV Life Sciences.
 Represented SageQuest in a capitalization with Hopewell Ventures and the subsequent sale of
the company to FleetMatics, a portfolio company of a private equity fund.
 Represented the manufacturer of proprietary pharmaceuticals in a $40 million joint venture with a
strategic partner.
 Served as health care regulatory counsel in the sale of Duane Reade to Walgreens.
 Represented Oakhill Capital Partners as health care counsel on several healthcare related
acquisitions.
 Represented a consumer products distribution company in the sale of equity to TA Associates
with a transaction value in excess of $150 million.
 Represented a private equity fund in the sale of a portfolio company to a strategic buyer for in
excess of $125 million.
 Represented a consumer products company in a recapitalization valued in excess of $90 million.
 Represented a public manufacturer in the sale of business assets for in excess of $20 million.
 Represented an international manufacturer headquartered in Italy in an acquisition of a U.S.-
based manufacturer of engineered thermoplastic products.

PRIVATE EQUITY GROUP
One of Benesch’s core competencies is the representation of private equity firms, including leverage
buyout firms, growth equity firms, mezzanine funds, and portfolio companies located both
domestically and off shore, in the acquisition, financing, operation and ultimate disposition of their
assets and in the formation and ongoing operation of the fund itself.

Dedicated to fully understanding our clients, their businesses and their industries, we develop client-
focused teams. These teams ensure first class legal service and continuity of personnel, view
business issues from our clients’ perspective, and assist in discovering the best legal services to
address our clients’ needs, drawing upon the strengths of diverse, knowledgeable and experienced
lawyers.

Our Private Equity Group is comprised of attorneys with individual specialties that include corporate
finance, subordinated lending, senior lending, including second lien lending, securities,
recapitalizations, buyouts, mergers and acquisitions and restructuring. We have a successful track
record assisting investment firms in reaching their business objectives, including fund formation and
maintenance, solicitation of capital, acquisitions, management of portfolio companies, divestitures,
leveraged buyouts, PIPEs, SPACS and distressed investments. In addition, we have substantial
experience taking private-equity-backed companies public, publicly-traded companies private and in
the issuance of public debt. Furthermore, we are equally conversant in representing the company
seeking an investment from or an acquisition by a private equity firm.

We believe that our private equity practice is differentiated from that of our competitors because of
our focus on the middle market, our ability to represent portfolio companies post-acquisition on a
responsive and affordable basis, our CEO-centric program and our commitment of always staffing
projects with teams led by senior attorneys that are actively involved in the process.

As a firm, we focus our practice on middle market companies. This allows us to provide immediate
value to private equity clients as we recognize changing market conditions, identify potential
transactions and proactively counsel portfolio companies in their day-to-day operations. We believe
that our emphasis on middle market companies makes us a value-added partner in today’s private
equity marketplace.

We offer a strong CEO-centric program, where we team successful CEOs with private equity firms to
create industry focused transactions. We actively identify and qualify these CEOs before introducing
them into CEO-centric private equity firms. In addition, we provide an ongoing program to attract
managers who are considering MBOs of their operating companies.

Our ongoing representation of portfolio companies shows our ability to work with management and
private equity owners in a cost effective and responsive way.

Unlike many of our competitors, we staff our client matters with experienced attorneys that remain
actively involved in the day-to-day decision making process. We are committed to having an
experienced partner involved on all transactions and to building a consistent service team that
develops a true partnership with the client. In addition, our Midwest base allows us to provide this
benefit at a competitive rate structure.

Although we have represented clients in transactions in almost every industry, we have specific
experience in the packaging, plastics, specialty chemicals, consumer products, transportation and
logistics, financial services, specialty printing, health care, communications, software, media, retail
and distribution, manufacturing, and biotechnology sectors. Additionally, we have vertical industry
knowledge with special practice groups for transportation and logistics (asset and non-asset based),

retail and regulated health care as to long term care, assisted living, home health, institutional
pharmacy and managed care companies.

As a sophisticated player in the private equity marketplace, we know how to invest the institutional
funds properly, how to help with ongoing governance, operational and financing issues, and ensure
the proper exit. Through a dedicated team, we get the deal done in an efficient and effective manner
while protecting the interests, and achieving the objectives, of our clients.

Representative Funds
 AIG  Oak Hill Capital Partners

 Alpha Capital Partners  Oak Investments

 Altus Capital Partners  Ohio Innovation

 American Capital  Pinnacle Financial Partners

 Ares Management LLC  Phoenix Capital Management

 Audax Group  Polaris Equity Partners

 Beecken Petty O’Keefe & Company  PNC Equity Partners

 Blue Point Capital Partners  Prairie Capital

 Castle Harlan  Primus Partners

 Centre Partners  Prudential Capital Group

 Chicago Growth Partners  Red Diamond Capital

 Cincinnatus Partners  Reservoir Venture Partners

 Circle Peak Capital LLC  River City Capital

 Columbia Capital  South Franklin Street Partners

 Cortec Group  SVP Partners

 Crimson Capital Partners  The Riverside Company

 Edgewater Capital Partners  T.A. Associates

 General Atlantic Partners  Talisman Capital Partners

 GSC Group  Thoma Bravo

 HSBC Capital (USA) Inc.  Thoma Cressey Bravo

 Huron Capital Partners  Triangle Capital Corporation

 Key Principal Partners  Water Street Healthcare Partners

 Kirtland Capital Partners Linden  William Blair Capital Partners

 M/C Venture Partners  Wind Point Partners

Representative Subordinated Debt Funds
 Bank One Mezzanine

 Brown Brothers Harriman & Co.

 Huntington Capital

 Key Principal Partners

 National City Equity Partners

 Roynat Capital

Doing the Deal®
The Benesch Private Equity Group has regional Our Private Equity Group is comprised of
and national experience in representing the lawyers with experience that includes corporate
unique needs of private equity funds, including finance, securities, mergers and acquisitions,
leverage buyout funds, mezzanine funds, and and cross-border transactions. We have assisted
venture capital funds, as well as their respective our private equity fund clients in all aspects of
portfolio companies. A substantial amount of their business cycle, including formation,
our business comes from outside Ohio, mainly fundraising, acquisitions, management of
concentrated in the Midwest and the East Coast. portfolio companies, and divestitures. In
addition, our securities practice has helped take
We focus on middle market companies. This is
private equity-backed companies public, as well
especially beneficial to our private equity fund
as their issuance of public debt.
clients, as it allows us to recognize changing
market conditions, identify potential We are a transaction-based practice. Our
transactions, and proactively counsel portfolio lawyers know how to implement the client’s
companies in their day-to-day operations. We investment decisions, how to help with ongoing
believe that our emphasis on middle market governance’ add-on and financing issues, and
companies with a senior partner running every how to execute the proper exit. At Benesch, we
transaction and/or managing a portfolio know how to get the deal done in an efficient
company ongoing relationship differentiates us and cost-effective manner, while protecting the
from our competition and makes us an ideal interests of our clients. Perhaps this is why so
team partner for private equity funds. We also many private equity funds trust Benesch.
have a well-established CEO program that
provides world class CEOs to LBO funds that
are CEO-centric. Another differentiation is our
industry specialization in plastics and chemicals,
graphic arts, retail, consumer products,
regulated healthcare and logistics.

BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
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Transactions We Have Recently Closed

1818 MEZZANINE
FUNDS
Sun Acquisition, LLC a
Huehoco Group and
All outstanding Gotec Group joint venture,
membership interests acquired the assets of
Investment in sold to Hudson Highland Sun Manufacturing
Acquisition of ILC, Inc. Psychiatric Solutions, Inc. Group Coatings, LLC

Acquisition of assets Debt and equity financing
from and entry into joint Acquisition of the business Acquisition of from Brantley Partners IV, L.P.,
venture with Cricket of the Matrixx Group eleven long-term Phoenix Life Insurance Co.,
Communications, Inc. and related companies care facilities and Wells Fargo Foothill, Inc.

Independent Steel

Disposition by
Independent Steel Investment by Acquisition of
Company to Esmark Fluke Partners and Acquisition of York Tape Multi-Plan, Inc.
Incorporated Benaroya Capital Label, Inc. from BCE-Emergis

Talisman Capital $16 million senior debt
Management, Inc. secured credit facility Acquisition of
Recapitalization of from Wells Fargo North American Orthohelix Series A
Turning Technologies Foothill, Inc. Health Plans Financing

Acquisition of outstanding
Disposition of stock of On Line
Disposition to The Color Matrix Acquisition of Alternatives, Inc. and
Omnicare, Inc. Corporation Duane Reade, Inc. On Line Payroll Services, Inc.

2


Acquisition of
Debt financing in the Acquisition of the assets outstanding stock of Acquisition of assets from
amount of $7.7 million of RBF, Incorporated Rand Medical Billing, Inc. Clawson Products Company

Acquisition of Acquisition of Investment in
Chapter 11 Business the assets of Behavioral Centers
Healthcare Financings Reorganization Oil Skimmers, Inc. of America

1818 MEZZANINE
FUNDS
Centre Partners and
Acquisition of Canadian ELS Acquisition LLC’s
and U.S. operations of acquisition of
ITML Horticultural Liberty Waste Services LLC
Investment in Products, Inc. for (n/k/a Environmental Contribution of the
All Metro Home Health $110 million Logistics Services LLC) assets of two companies

$50 million minority
recapitalization

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PRIVATE EQUITY
Health Care
The Health Care Group and the Private Equity Group of Benesch, Friedlander, Coplan & Aronoff LLP
have extensive experience representing private equity firms in their investment in the health care
industry. We have also represented health care companies and providers, including long term care
providers, institutional pharmacies, preferred provider organizations, third party administrators,
psychiatric hospitals and managed care organizations. With this background, Benesch is uniquely
situated to provide representation of private equity firms in their merger and acquisition transactions
and ongoing representation of the portfolio companies in this dynamic industry.

Private Equity Specialists
The Private Equity Group at Benesch is experienced in mergers, going private transactions,
leveraged buy-outs, non-control investments, recapitalizations, tax-free reorganizations and SPACs.
Benesch lawyers have been able to leverage this experience to handle private equity investments in
the health care industry.

Transactional Representation. Benesch has been lead corporate and regulatory counsel as well as
ongoing day-to-day counsel for sellers, purchasers and investors in transactions ranging from
psychiatric clinics to chains of nursing homes. Governmental mandates, lending requirements, and
financial realities often result in complex ownership structures that cannot be accomplished without
the type of thoughtful analysis and knowledgeable legal advice and documentation for which Benesch
is known. Benesch has also represented mezzanine fund investors in a wide variety of investments,
including nursing facilities, institutional pharmacies, psychiatric hospitals, acute care centers and
home health care providers. Benesch’s extensive history of transactional experience in the health
care industry has involved management arrangements, lease relationships, partnership investments,
asset sales, and, of course, equity infusions.

Benesch is a law firm qualified to assist investors in evaluating opportunities and in structuring and
executing private equity transactions. We know the private equity industry. We have been working
with private equity funds since the infancy of the industry in the early 1970s. We know the market,
the people and the latest financing terms and techniques. Many firms do some private equity work.
We do a substantial amount of private equity work. Our legal experience, business insight, network
of contacts and knowledge of industry trends offer a compelling competitive advantage. Our goal is
to provide our clients with the sophisticated advice and practical guidance needed to achieve
business objectives. We can assist our clients in maximizing value by capitalizing on our broad
understanding of the private capital markets and our knowledge of the industry.

The private equity market is complex and competitive. Funds need a law firm that understands the
complexities, including technical rules that affect your fund and its portfolio companies. In our
integrated cross-discipline approach, the Private Equity Group combines knowledge of securities law,
tax, ERISA and intellectual property with our firm’s health care industry experience in order to assist
and support clients. Our practice allows us to offer our clients a complete understanding of the issues
and concerns on both sides of capital financing and allows us to create business relationships
between company clients and investors we represent.

Covering All The Bases. What sets Benesch apart from many other law firms competing in the private
equity arena is the ability to provide a holistic perspective on the challenges and intricacies of the
health care industry based on a depth of understanding in areas ranging from health care lending,
Medicare and Medicaid reimbursement, private insurance, antitrust, federal and state fraud and
abuse laws, licensure, and survey and certification. Benesch’s health care clients appreciate the

ability to evaluate transactions from a health care perspective and with a knowledge of how health
care facilities operate on a day-to-day basis. In the end, it is the familiarity with health care laws and
the business of providing long term care that insure that Benesch will remain a powerhouse in the
health care industry for years to come. Through the Health Care Group, Benesch is familiar with the
health care industries in which private equity funds invest and understands the potential benefits and
risks associated with investing in this industry. After assisting a private equity investor client with an
investment in the health care industry, Benesch continues to add value by supporting and advising
the fund in its ongoing relationship with its portfolio company by providing seamless “end-to-end”
know-how.

Institutional Pharmacy Providers
Institutional pharmacy providers face a complex and intricate web of business and regulatory
challenges. Benesch prides itself on being a leader in providing innovative solutions to the
institutional pharmacy providers to help them confront these issues. Lawyers in our group routinely
write and speak about these issues. Some of our experience includes:

Compliance Issues. We assist clients with all types of compliance-related matters such as
conducting internal investigations, drafting policies and procedures, implementing compliance
programs, and training management and sales forces. We also assist in the drafting of corporate
compliance plans for institutional pharmacy providers.

Contracting and Fraud and Abuse Counseling. We counsel manufacturers on matters such as
agreements with third party payors, discounting and rebate practices, consolidated billing
requirements, and handling gift and other business courtesies.

Government Investigations. We assist clients in responding to criminal and civil federal and state
investigations on kickback issues as well as on matters arising under the False Claims Act. A
number of the investigations we have handled have involved issues of great significance to the
industry as a whole.

Pricing Counseling. We regularly counsel pharmaceutical companies facing issues related to Average
Wholesale Price, class of trade pricing and Medicaid Rebates.

Civil Litigation. We have represented a publicly-held institutional pharmacy provider in litigation
matters involving contracts with customers and providers, labor and employment issues, and
regulatory matters.

Home Health Care
In recent years, governmental and private payors have recognized that the future of elder care rests
in home based services. Home health care represents an alternative to the more expensive
institutional care provided in nursing homes and other long term care facilities. As a result, home
health care has received a great deal of attention from payors and investors. Benesch has, again,
found itself at the cutting edge of this trend. Health care provider clients include large Medicare-
certified home health chains, home and community-based service waiver recipients, large therapy
companies and others. Benesch’s familiarity with these home health segments make it an ideal
choice for home health investors evaluating and pursuing investments and acquisitions in the home
health industry.

In addition to representing many providers in various segments of the home health industry, Benesch
has represented large investors in the acquisition of interests in significant home health care provider
chains. Recently, Benesch represented a major equity fund in its investment in one of the largest
home health care provider chains in the Eastern United States. Benesch’s immediate on-site

diligence, analysis of operational issues and assistance with transaction documents were key to
assuring the health of the target and the success of investment. Combining corporate expertise with
health industry experience is a hallmark of Benesch’s success.

Managed Care
Additionally, Benesch’s experience extends back to the beginning of the managed care industry.
Benesch structured the earliest health maintenance organizations in Ohio and has been active in the
industry ever since. In recent years, there has been a proliferation and consolidation of preferred
provider organizations in response to the nation’s need for affordable health care. After representing
various health care providers for many years, it was only natural that Benesch move to the forefront in
representation of preferred provider organizations as they came into existence.

Transactional Experience. Benesch’s PPO representation ranges from a statewide physician network
for a national insurer to the purchaser of a large, nationwide preferred provider network of hospitals
and other health care providers. Finance transactions handled by Benesch lawyers in the health care
industry include acquisition and consolidation of the largest preferred provider network in the country.
The acquisition occurred in multiple stages as the purchaser’s equity investment was used to expand
the target network through the acquisition of other large networks.

In connection with this and similar projects, Benesch advises on transaction structuring, transactional
due diligence, and coordinating transaction arrangements with a variety of investors, sellers, lenders,
and regulatory agencies. Benesch’s participation with a client goes beyond transactional guidance. In
addition to forming entities and negotiating transaction documents, Benesch assists its clients in
navigating regulatory requirements and in strategic planning which allows its clients to identify and
take advantage of opportunities for growth.

Getting the Deal Done Right. The breadth of coverage of preferred provider organizations often
requires that counsel be able to act quickly in dealing with agencies and governmental
representatives in multiple states. This is where Benesch excels. Utilizing knowledge of insurance
regulations, prompt pay laws, and the tendencies of governmental agencies, Benesch has a long
track record of meeting client expectations when it comes to negotiating obstacles to transactions in
this heavily regulated industry. As a result, Benesch has developed a reputation among preferred
provider organizations as the firm that gets the deal done and gets it done right.

Long Term Care
The commitment demonstrated by the members of the Health Care Group over the last 30 years
have made Benesch synonymous with long term care transactions throughout the United States.

A Changing Industry. Within the last 15 years, few industries have undergone more change than the
long term care industry. With each restructuring of long term care funding programs and each
fluctuation in the long term care investment environment, Benesch has led its clients with sound
advice and guidance. When the implementation of the prospective payment system (PPS) forced
inefficient nursing home operators out of business in the early 1990’s, Benesch helped the healthy
survivors identify and acquire undervalued nursing facilities. Benesch’s strong relationships with
lenders also helped clients obtain financing during that uncertain time. By the late 1990’s, nursing
facilities had adjusted to PPS and were developing strategies for optimal reimbursement for services.
In this environment Benesch guided many facility owners and operators through the next industry
investment trend: nursing facility leasing. Benesch’s nursing home industry experience was utilized by
small single-state facility groups and large multi-state chains alike in complex leasing transactions.

Representative Experience
 Represented a medical billing services company in its issuance of $8 million of senior unsecured
promissory notes and Class D Common Stock to a private equity fund and insurance company.

 Raised a combined $30 million of debt and equity to fund the opening of 15-20 new pharmacies
by year-end for a privately owned institutional pharmacy.

 Representation of a dental care provider following its $43 million acquisition by three private
equity firms we represented as outside general counsel on matters including finance, acquisition
of offices, employment, real estate, and four additional rounds of financing and regulatory matters
in 17 states.

 Representation of an after market medical equipment replacement parts supplier as financing
counsel on a $60 million dollar recapitalization of the $150 million business with two institutional
investors buying approximately one third of the ownership. We also acted as the investment
banker on the transaction and succeeded in getting a valuation for the business that was
approximately 20 times projected EBITDA. We continue to serve as outside general counsel on
all company matters.

 Representation of a contract research organization that serves the preclinical needs for several
businesses including pharmaceutical companies in a $75 million financial restructuring with three
private equity firms providing the capital. We also represented the client as it expanded its
operations by acquiring businesses in France, Taiwan and the state of Washington.

 Ongoing corporate, lending and regulatory counsel of a fee for services fibromyalgia series of
clinics throughout the southwest and southeast in a follow on institutional financing of $25 million
and the original equity round from two institutional investors of $18 million.

 Representation of a medical billing business in a number of rounds of growth equity totaling $65
million of equity capital, as well as in an ongoing regulatory and general counsel capacity and a
going private transaction. Recently, we represented this client in a number of rounds of
institutional mezzanine debt and equity financings including a $4.5 million preferred stock, an
additional $14 million in mezzanine debt and the sale of $22.3 million of senior notes.

 Representation of a medical transcription company in its angel rounds of investment, and as
counsel in its first institutional round of capital - a minority investment of 20% of the business,
which amounted to approximately $15 million dollars. We are now assisting the client in its
selection of an investment banking firm to raise another $20-$30 million of capital.

BENESCH: A Powerful Player in Private Equity
and Regulated Health Care
The factors that make investing in We evaluate investment opportunities and
regulated health care companies more identify and suggest strategies to resolve
complex are the same ones that make potential regulatory issues. We structure
choosing the right legal representation and execute the deal and provide ongoing
so critical. representation of the portfolio companies.
Benesch, Friedlander, Coplan &
Benesch’s Broad Private
Aronoff LLP offers the vital combination
Equity Experience
of private equity deal experience and
regulated health care industry knowledge Benesch has been instrumental in
you need when investing in health care completing hundreds of transactions for
providers, payors and intermediary private equity funds involving mergers and
organizations within the heavily-regulated acquisitions, recapitalizations, sales and
health care industry. dispositions, and more, and in providing
ongoing representation to the portfolio
By integrating the industry knowledge, legal
companies. Our experience in securities
acumen, contact networks and know-how
law, business taxation, ERISA, intellectual
of our Private Equity and Regulated Health
property laws and laws impacting businesses
Care Practice Groups, we offer our private
generally enables us to provide thoughtful
equity fund clients key advantages in every
analysis and wise counsel at every turn.
stage of the investing process.

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Benesch’s Extensive Health and abuse and self-referral laws, licensing
Care Experience and certification requirements and more.
Health care is among the most heavily Our in-depth knowledge of this sector
regulated industries. When investing in can help you avoid risks such as:
the health care arena, it is not enough that
• Significant fines and civil monetary
your legal advisor knows how to do private
penalties imposed by Medicare,
equity deals; it’s essential that he or she also
Medicaid, and other state and federal
understands the comprehensive regulations
regulators
impacting health care company acquisitions
and ongoing business operations. • Termination or suspension of relevant
operating licenses or reimbursement
With Benesch on your team, you get more
certifications
than legal knowledge—you get decades of
health care industry experience. We know • Criminal indictments and investigations
the issues to look for when evaluating a Capitalize on health care opportunities
target company, including those involving with confidence—talk to Benesch first.
Medicare/ Medicaid/third-party
Call us today.
reimbursement, federal and state fraud

PRIVATE EQUITY FUNDS WITH WHOM WE WORK:
AIG GSC Partners South Franklin Street
Alpha Capital HSBC Capital (USA) Inc. Partners
Altus Capital Partners Huron Capital Partners The Riverside Company
American Capital Key Principal Partners Talisman Capital Partners
Strategies Kirtland Capital Partners Thoma Cressey Equity
Ares Management LLC Linden Partners Partners
Bank One Max Capital Triangle Capital
Beecken Petty Corporation
MC Venture Partners
O’Keefe & Company White Oak Partners
National City Capital
Blue Point Capital Partners William Blair Equity
Oak Hill Capital Partners
Brantley Partners Partners
Oak Investments
Castle Harlan Wind Point Partners
Ohio Innovation
Caxton-Iseman Pinnacle Partners SUBORDINATED DEBT
Centre Partners Phoenix Capital FUNDS
CID Equity Partners Pittsburgh National Capital
Cincinnatus Partners Bank One Mezzanine
Polaris Partners
Circle Peak Capital LLC Brown Brothers
PNC Equity Harriman & Co.
Columbia Capital Prairie Capital Huntington Capital
Cortec Partners Primus Venture Partners Key Principal Partners
Crimson Capital Partners Prudential Capital National City Equity
Edgewater Capital Red Diamond Capital Partners
Equitek Capital Reservoir Partners Roynat Capital
General Atlantic Partners River City Capital

2

PRIVATE EQUITY/REGULATED HEALTH CARE

Representative Health Care Transactions

Benesch served as health care transactional and regulatory counsel for
the following transactions:

1818 MEZZANINE
FUNDS

Private securities Acquisition of
offering in the amount Multi-Plan, Inc. Investment in
of $2.2 million from BCE-Emergis All Metro Home Health

Investment in
Acquisition of Behavioral Centers Debt financing in the
Duane Reade, Inc. of America amount of $7.7 million

1818 MEZZANINE
FUNDS

Acquisition of
Contribution of the Investment in North American
assets of two companies Psychiatric Solutions, Inc. Health Plans

Benesch served as general outside counsel for the following transactions:

Investment by Acquisition of
Fluke Partners and Disposition to eleven long-term
Benaroya Capital Omnicare, Inc. care facilities

3

MY BENESCH MY TEAM

INTELLECTUAL
PROPERTY
Case Book

Benesch’s flourishing Intellectual Property
Practice Group is often asked to identify
and describe representative litigation
engagements. This book is a sampling of
recent litigation matters handled by the IP
Group. We take great pride in successful and
cost-effective representation of our clients.

MY BENESCH MY TEAM

DISCLAIMER: This brochure is for general information purposes
only. It does not constitute legal advice or an attorney-client
relationship. Any use of this brochure is for personal use only.
All other uses are prohibited. Prior results do not guarantee a
similar outcome.

Intellectual Property Case Book

Intellectual Property Practice Group
Benesch’s Intellectual Property Practice Group assists
private and public companies, universities and other
research institutions, and individuals in protecting
and enforcing their intellectual property rights and in
defending against the enforcement of others’ IP rights.
Our attorneys have experience counseling clients in
choosing the most effective means of protection and
enforcement based on each client’s business goals and
objectives. Attorneys in our IP Group have backgrounds
and experience in a wide array of technical disciplines,
including mechanical engineering, chemistry, chemical
engineering, biotechnology, physics, computer
engineering and electrical engineering.

Intellectual Property Enforcement
The IP Group is very active in representing clients
in intellectual property enforcement actions, whether
in litigation, through arbitration or in administrative
actions, including those before the U.S. International
Trade Commission.

We have summarized some of our recent litigation
experience in the following pages. If you have any
questions about our capabilities or experience, please
contact Steve Auvil, Chair of Benesch’s Intellectual
Property Practice Group, at sauvil@beneschlaw.com
or at (216) 363-4686.

1

Patent

CASE LSP Technologies, Inc. v. Continuum
Electro-Optics, Inc.,
Nos. 2:08-CV-00038, 00039

FORUM U.S. District Court,
Southern District of Ohio
SUMMARY Lead counsel representing plaintiff in patent
infringement actions involving laser peening
systems.

CASE Monode Marking Products, Inc. v.
Freedom Technologies Corp.,
No. 1:08-CV-00232

Northern District of Ohio
SUMMARY Represented defendant as lead counsel in
patent infringement suit involving shop floor
control software. Negotiated favorable
settlement agreement.

CASE Responsive Innovations, LLC v.
Holtzbrinck Publishers, LLC et al.,
No. 4:08-CV-01184

SUMMARY Lead counsel representing plaintiff in
patent infringement dispute involving radio
frequency audience response systems. Case
pending after Markman hearing and favorable
claim construction order.

CASE Connective Tissue Imagineering,
LLC v. Thomas F. Mitts, M.D. et al.,
No. 3:07-CV-00058

Northern District of California
SUMMARY Retained as lead counsel by plaintiff in patent
and trade dress infringement suit involving
cosmetic and therapeutic compositions for
enhancing tissue elasticity. Negotiated
favorable settlement on client’s behalf after
Markman hearing.

2

CASE Cartner et al. v. Alamo Group, Inc.,
No. 1:07-CV-1589

SUMMARY Lead counsel representing defendant in patent
infringement suit relating to hydraulic motor
braking systems. Case pending after favorable
claim construction order (2008 WL 2169005),
appeal to Federal Circuit and remand.

CASE Ames True Temper, Inc. v.
Myers Industries, Inc. et al.,
No. 2:07-CV-01751

Western District of Pennsylvania
SUMMARY Represented defendants as lead counsel in
dispute concerning settlement agreement
involving planter. After court denied plaintiff’s
Rule 60 motion (2007 WL 4268697) in
underlying case, negotiated confidential

CASE MacLean-Fogg Co. v. Eaton Corp.,
No. 2:07-CV-472

Eastern District of Texas
dispute involving 14 patents and more than 500
asserted claims relating to automotive engine
components. Negotiated favorable settlement
agreement after favorable ruling on summary
judgment motion and Markman hearing.

CASE Tyeis Baker-Baumann et al. v.
Harold A. Walker et al.,
No. 3:06-CV-00017

Southern District of Ohio
SUMMARY Defended vendor of precision loading
systems used in coal mining as lead counsel
against breach of contract and patent
infringement allegations involving U.S. and
Australian patents. Negotiated favorable
settlement prior to close of discovery.

3

Patent

CASE Fitness Quest v. Jonathan Monti,
No: 5:06-CV-02691

SUMMARY Lead counsel for plaintiff in declaratory
judgment action involving fitness equipment.
Case pending after favorable summary
judgment order (2008 WL 2387992), appeal
and limited remand order (2009 WL 1290341).

CASE Tesseron, Ltd. v. R.R. Donnelley
& Sons Co.,
No. 1:06-CV-02909

SUMMARY Represented defendant as co-counsel in
patent infringement action relating to variable
data printing systems. Favorable settlement
agreement reached after Markman hearing.

CASE Baran v. Tyco Healthcare,
No. 1:06-CV-03034

SUMMARY Retained by plaintiff as lead counsel to
prosecute patent infringement claim involving
biopsy instruments. Negotiated favorable
settlement on client’s behalf.

CASE GSK Technologies, Inc. v.
Eaton Electrical Company,
No. 6:06-CV-358

Eastern District of Texas
patent infringement action relating to circuit
breakers. Negotiated favorable settlement after
Markman hearing, but before favorable claim
construction order (2008 WL 906713).

4

CASE Certain Pool Cues With Self-Aligning
Joint Assemblies, Inv.,
No. 337-TA-536

FORUM U.S. International Trade Commission
SUMMARY Represented respondent Taiwanese
manufacturer and seven U.S. importers in
patent infringement suit involving consumer
and professional pool cues. Investigation
terminated based on finding of no violation
after Administrative Law Judge granted
summary judgment of non-infringement.

CASE Precor Incorporated v.
Fitness Quest, Inc.,
No. C-05-0995

Western District of Washington
SUMMARY Retained as lead counsel by defendant
fitness equipment marketer to defend patent
infringement claim. Negotiated favorable
settlement on client’s behalf after denial
of plaintiff’s preliminary injunction motion
(2006 WL 290555) and Markman hearing.

CASE Turning Technologies, LLC v.
Fleetwood Group, Inc.,
No. 4:05-CV-2057

SUMMARY Retained as lead counsel by developers and
marketers of audience response systems in
seeking declaratory judgment of patent non-
infringement against competitor. Negotiated
favorable settlement of dispute in which
competitor stipulated that none of its patents
in the disputed technology were infringed.

5

Patent

CASE Baran v. AMT Sverige, AB et al.,
No. 1:04-CV-01251

SUMMARY Lead counsel representing plaintiff in patent
infringement case involving biopsy instruments.
Appeal pending after Markman hearing, claim
construction order (519 F. Supp.2d 698) and
summary judgment order.

CASE Tesseron, Ltd. v.
GMC Software AG et al.,
No. 1:04-CV-2182

SUMMARY Represented vendor of variable data printing
software as lead counsel in defending
multiple infringement claims brought under
seven patents. Favorable settlement reached
after Markman hearing.

CASE Mr. Bar-B-Q, Inc. v.
Big Lots Stores, Inc.,
No. 1:03-CV-01850

Eastern District of New York
SUMMARY Retained as lead counsel by defendant in
patent infringement action involving multiple
patents. Negotiated favorable settlement
of claims.

6

CASE Litetronics International, Inc. v.
Technical Consumer Products, Inc.,
No. 1:03-CV-05733

Northern District of Illinois
SUMMARY Retained by defendant lighting product
manufacturer as lead counsel in patent
infringement case involving cold cathode
fluorescent lamps. Negotiated favorable
settlement on client’s behalf near close
of discovery.

CASE Tele-Cons, Inc., et al. v.
Harmony Lighting, Inc., et al.,
No. 1:03-CV-11250

District of Massachusetts
patent infringement case involving three-way
compact fluorescent lamp. Negotiated
settlement agreement and license after
Markman hearing and favorable claim
construction order.

CASE Nilssen et al. v. Technical
Consumer Products, Inc.,
No. 9:03-CV-80548

Southern District of Florida
13-patent infringement dispute involving
compact fluorescent lamps and electronic
ballasts. Negotiated patent license and
settlement on favorable terms.

7

Trademark / Trade Dress

CASE The Council of Independent
Restaurants of America, Inc. d/b/a
Dine Originals v. Cleveland Originals,
No. 1:07-CV-00105

SUMMARY Represented plaintiff national organization
of restaurateurs in action for service mark
infringement and cybersquatting. Obtained
permanent injunction.

CASE Ohio Savings Bank v.
Amtrust Mortgage Corporation,
No. 1:06-CV-00151

SUMMARY Retained by plaintiff mortgage lender to
defend a trademark infringement claim.
Case settled on favorable terms after court
excluded adversary’s expert.

CASE Zinsser Brands Company et al. v.
The Glidden Company,
No. 1:06-CV-01230

SUMMARY Represented defendant in trademark
infringement action involving paints and
coatings. Negotiated favorable settlement
after court denied plaintiffs’ motion for
temporary restraining order (81 U.S.P.Q.2d
1588).

CASE Vita-Mix Corp. v.
Taiwan Star Industrial, Inc.,
No. 06-CV-2228

Central District of California
SUMMARY Represented plaintiff in patent and trade
dress dispute involving imported electric
blenders. Case resolved by judgment and
order for permanent injunction against
manufacturer/importer.

8

CASE Cleveland Unlimited, Inc. v.
Perfect Cellular Inc. et al.,
No. 1:05-CV-0901

SUMMARY Represented plaintiff wireless telephone
product and service provider in trademark
infringement action against former licensee.
Obtained permanent injunction.

CASE Vita-Mix Corp. v. Welbon, Inc., et al.,
No. 1:05-CV-2326

SUMMARY Represented plaintiff in patent and trade
dress dispute involving imported electric
blenders. Obtained permanent injunction.

CASE Vita-Mix v. Conair Corporation
No. 1:05-CV-01675

SUMMARY Represented plaintiff as lead counsel in
trademark infringement action involving
commercial blender. Negotiated early,
confidential settlement agreement, and
consent injunction entered against defendant.

CASE Fitness Quest, Inc. v.
Next Wave Marketing, Inc. et al.,
No. GIC842709

FORUM Superior Court of the State of California
for the County of San Diego,
Central Division
SUMMARY Represented plaintiff in counterfeiting action.
Obtained temporary restraining order,
permanent injunction and consent judgment
against importer of counterfeit fitness
equipment.

9

Trademark / Trade Dress

CASE Eastgate Health Care Center, Inc.
et al. v. Highland Heights Nursing
and Rehabilitation Center, LLC,
No. 2:04-CV-00065

Eastern District of Kentucky
SUMMARY Represented plaintiff in trademark infringement
suit against competing nursing home using
similar service mark. Obtained permanent
injunction.

CASE Elmer’s & Toagosei, Ltd. and
Toagosei Ltd. v. Ming Yang
Trading, Inc.,
No. 1:04-CV-08153

Eastern District of New York
SUMMARY Represented plaintiff in trademark
counterfeiting action. Obtained $2.5 million
judgment and permanent injunction after
obtaining ex parte seizure order, temporary
restraining order and preliminary injunction.

CASE Plasticolors, Inc. v.
Plasticoncentrates, Inc.,
No. 1:03-CV-0654

SUMMARY Represented plaintiff manufacturer of
engineered polymer products in trademark
infringement suit involving defendant’s use
of plaintiff’s trademark as a metatag on
Web site. Obtained permanent injunction.

10

CASE In Zone Brands, Inc. v.
Global Consumer Products, Inc.,
No. 4:02-CV-01129

SUMMARY Represented defendant in trade dress
infringement action involving container
designs. Case settled after court denied
plaintiff’s motion for preliminary injunction.

CASE Toolovation LLC v. ICC Innovative
Concepts Corporation,
No. 1:02-CV-01963

SUMMARY Represented declaratory judgment plaintiff
in trade dress infringement action involving
color applied to power tools. Case settled after
court denied defendant’s motion to dismiss.

CASE Right Ascension, Inc. v.
Action Software, Inc. et al.,
No. 2:01-CV-00666

Western District of Pennsylvania
SUMMARY Represented defendants as lead counsel in
action involving e-commerce web site. After
court granted summary judgment on seven
of eight counts in complaint, negotiated
confidential settlement agreement of
remaining claim.

11

Internet—Uniform Domain Name
Dispute Resolution Policy

CASE Dominic Ierace, p/k/a Donnie Iris v.
MDNH, Inc.,
No. D2006-0145

FORUM World Intellectual Property Organization
Arbitration and Mediation Center
SUMMARY Represented complainant, a popular
music singer, in UDRP action relating to
respondent’s registration of the domain name
<donnieiris.com>. Respondent voluntarily
transferred the domain name to complainant
before decision issued.

CASE Micro Electronics, Inc. v. J. Lee,
No. D2005-0170

SUMMARY Represented complainant in UDRP action
relating to respondent’s registration of a
domain name comprising a typographical
variant of complainant’s registered trademark.
Panel ordered transfer of the domain name to
complainant.

CASE Micro Electronics, Inc. v.
Name Administration,
No. D2005-0880

Panel ordered transfer of the domain name
to complainant.

12

CASE Micro Electronics, Inc. v. Collazo,
No. D2005-0170

Panel ordered transfer of the domain name
to complainant.

13

Copyright

CASE Reed, et al. v. Freebird Film
Productions, Inc., et al.,
No. 1:08-CV-1761

SUMMARY Represent multiple defendants in copyright
infringement and breach of contract action
alleging unauthorized use of film footage in
live performances and video projects.

CASE Geovision, Inc. v.
PCSurveillance.net,
No. 4:06-CV-0659

copyright infringement action relating to digital
surveillance software. Negotiated confidential
settlement, and consent injunction entered
against defendant.

CASE Testa et al. v. Channel Four
Television Corporation,
No. 1:06-CV-0297

SUMMARY Represented plaintiff in copyright infringement
action relating to musical composition.
Negotiated favorable settlement of claim.

CASE Bema Music Co. v.
Motorola, Inc. et al.,
No: 1:03-CV-1060

copyright infringement case relating to cell
phone ringtones. Negotiated favorable

14

CASE Fitness Quest, Inc. et al. v. Universal
Music Publishing Group, Inc.,
No. 5:02-CV-02528

SUMMARY Represented declaratory judgment plaintiff in
action involving use of plaintiff’s music in
fitness videotape series. Negotiated favorable
settlement after court granted client’s motion
for partial summary judgment.

CASE Glanton v. Sony Records,
No. 2:02-CV-0631

SUMMARY Represented defendant in copyright
infringement action relating to plaintiff’s
musical composition. Plaintiff dismissed
claim after briefing.

15

Cleveland | Columbus | Philadelphia | Shanghai | Wilmington
www.beneschlaw.com

Intellectual Property
Transactions

Benesch’s IP transaction lawyers have Recent representative engagements
substantial experience in all phases of include:
a sale or transfer of intellectual assets.
• Represented a technology company
We help companies prepare for sale
in the expansion of its product lines
to enhance the value of their IP and
through the acquisition of software
perform due diligence for purchasers
rights and the transfer of subscription-
of intellectual assets. Our business
based license agreements
acumen and extensive experience in
all aspects of negotiations provide • Represented automotive suppliers in
clients sound counsel on appropriately international IP license agreements
structuring the transaction. • Represented a biotechnology company
Services include: in negotiating license, supply and
distribution agreements
• Conducting due diligence of targeted
IP assets to identify strengths and • Represented a multitude of diverse
weaknesses purchasers and sellers in stock and
asset transactions involving
• Conducting audits of IP portfolios
international patent and trademark
and procedures to assess the value
Benesch Friedlander Coplan & Aronoff LLP portfolios
and coverage
200 Public Square • Represented a major consumer
• Counseling clients on technology
products company in negotiating
Suite 2300 transfer strategies to maximize value
agreements regarding various
Cleveland, OH 44114 • Drafting and negotiating agreements music-related properties
216.363.4500 involving intellectual property, including
• Represented a major music
licenses
publication regarding various
licensing and co-branding deals
with major music publishers and
record companies

www.beneschlaw.com Cleveland • Columbus • Indianapolis • Philadelphia • Shanghai • White Plains • Wilmington

LABOR & EMPLOYMENT
Benesch’s Labor & Employment Practice Group provides a full range of services to clients on a
national basis. From counseling clients on daily employment issues to the handling of the most
complex litigation, our Labor and Employment lawyers have the experience, skills and commitment to
client service your needs to minimize the risks inherent in today’s workplace.

Our lawyers are keenly aware that client representation means not only providing the highest quality,
result oriented legal services, but doing so in a manner which is cost effective and consistent with the
clients’ circumstances and goals. We work with clients at the outset of each matter to make sure we
understand the desired end result and that the client understands what will likely be involved in
obtaining that result. This process continually repeats throughout the representation. In short, we
recognize that sound business judgment is every bit as important as sound legal judgment.

We are actively involved with many clients in the public sector as well as industries such as retail,
automotive, health care, manufacturing, trucking, technology, food and beverage distribution,
industrial product distribution, professional services and banking, to name just a few. Summarized
below are the types of matters our Labor & Employment lawyers typically handle and descriptions of
some of the actual cases in those areas:

Employment Litigation
Benesch’s Labor & Employment lawyers have a wealth of experience in employment litigation. We
have represented employers in virtually every type of lawsuit, in every kind of forum. Examples of the
kind of cases our Labor and Employment lawyers handle include discrimination charges before the
EEOC and state fair employment practice agencies, including the Ohio Civil Rights Commission;
employment discrimination, wage/hour, wrongful discharge and breach of contract claims in federal
and state courts; and arbitrations under employment and collective bargaining agreements. Whether
it’s the arbitration of a single employee’s discharge or complex class action defense, our lawyers
have the experience necessary to provide the highest quality representation available.

Beyond this experience, our lawyers also possess the awareness that client needs and desires vary
with each case. Litigation demands that counsel not only provide sound legal analysis, but also
design a strategy consistent with the client’s business objectives. Our approach is to work with our
clients to formulate the best legal strategy, understand the client’s business needs and goals and
then together devise the approach best suited to achieve the desired result. Just some of the
employment litigation matters handled by Benesch’s Labor & Employment Practice are summarized
below:

 Resolved an age discrimination and wrongful discharge lawsuit brought against a global
household products manufacturer in federal court in Jackson, Mississippi.

 Obtained summary judgment on behalf of a multinational consumer products company in a
sexual harassment matter brought in the Eastern District of Missouri.

 Obtained summary judgment on behalf of a nursing home in a wrongful discharge and
defamation matter in Ohio and recovered attorney fees on behalf of the client pursuant to Ohio’s
Frivolous Conduct Statute.

 Represented a national beverage distributor in a wage/hour class action, obtaining summary
judgment by establishing that the client’s employees were exempt from overtime requirements.

 Obtained summary judgment in favor of a multinational telecommunications equipment
manufacturer in a disability discrimination matter in Ohio and successfully defended the appeal of
this decision.

 Won a jury trial in a class action wage and hour lawsuit in federal court in the Northern District of
Ohio.

 Obtained summary judgment on behalf of financial institution in hotly contested age discrimination
matter brought in the Cuyahoga County Court of Common Pleas.

 Obtained dismissal of class action ERISA breach of fiduciary duty lawsuit brought in the District
Court of Massachusetts.

 Defeated certification of class in FLSA collective action litigation brought in the Northern District of
Ohio based on the retail sales exemption to the FLSA.

 Obtained dismissal of class action FLSA claim in the Northern District of Ohio based on the
companionship services exemption to the FLSA.

Labor-Management Relations and Collective Bargaining
In the area of “traditional” labor law, our Labor & Employment lawyers represent employers in
collective bargaining, union avoidance, before the State Employment Relations Board and the
National Labor Relations Board and in arbitration. The clients we represent in their relationships with
unions, or in attempting to avoid such relationships, come from the public sector as well as diverse
industries such as health care, household product manufacturing, retail, steel and trucking. A
sampling of matters our Labor & Employment lawyers have handled in this area include:

 Representation of a hospital in bankruptcy which included the rejection of the collective
bargaining agreement in the Bankruptcy Court, counseling the client through a bitter strike and
obtaining Court ordered injunctive relief during the strike, significantly limiting the number of
pickets around the hospital’s premises.

 Representation a shopping center management firm in the Sixth Circuit Court of Appeals,
successfully overturning an NLRB order involving a union’s right to picket on private property.
This matter was a case of first impression and greatly expanded management’s right to control
access to private property.

 Coordinated the legal and labor relations aspects of a multinational manufacturer’s efforts to
consolidate operations following the acquisition of a large competitor. This representation
involved counseling on layoffs, advising on the closing of several large manufacturing plants
throughout the United States and bargaining with the unions representing the employees at both
the closing and continuing plants.

 Successfully represented a manufacturing operation in its union avoidance efforts in the face of a
multi-year organizational campaign. This representation included counseling on permissible
campaign material and programs, as well as the defense of numerous unfair labor practice
charges.

 Successfully represented an employee leasing firm in the trucking industry in obtaining a court
order vacating an arbitration award which reinstated a discharged truck driver who had tested
positive for drugs.

 Successfully represented a health care employer through collective bargaining, a
strike and ultimately the withdrawal of recognition from the union. The matter was the subject of
extensive litigation before the NLRB and the Sixth Circuit Court of Appeals. The Court of
Appeals found that the client engaged in lawful hard bargaining, reached a legitimate impasse,
lawfully implemented its final offer and lawfully withdrew recognition from the union after two -
thirds of the bargaining unit resigned from the union and crossed its picket line.

 Representation of a platform company in the baked goods industry, which acquired the
foodservice and bakery division of a major publicly-held company, with operating plants and
distribution throughout the US. During the acquisition, we protected the buyer from liabilities
relating to the seller's closing of a major plant, and re-negotiated a collective bargaining
agreement for a key facility, obtaining concessions in a number of areas. This contract is enabling
our client to be more competitive in its industry.

 Negotiation of contracts with most major unions in Ohio and in many parts of the United States by
way of Benesch attorneys who are OSBA-certified specialists in labor and employment law.

Client Counseling
We recognize that proactive, preventive maintenance is the most effective way of avoiding costly
litigation. To that end, we are very active in counseling clients on day-to-day employment issues as
they arise. This counseling takes many forms, such as reviewing disciplinary or discharge decisions;
reviewing policies, programs and compensation plans for compliance with the Title VII, FMLA, ADA,
FLSA, ADEA, O.R.C. § 4112 and the myriad of other employment laws; advising employers during
reductions in force; providing supervisor training on issues such as employment-at-will, equal
employment opportunity and workplace harassment; preparing employment agreements; and
implementing alternative dispute resolution programs. The counseling we provide is always with
complete recognition that maximizing the client’s business position is as important a priority as
avoiding litigation. Specific examples of the counseling we have provided include the following:

 Advised a multinational client on the consolidation of manufacturing plants in several states,
together with the reduction in force of its national sales organization, which involved the
implementation of layoffs and severance programs, as well as WARN compliance.

 Conducted a workforce assessment for a multinational household product manufacturer. Our
Labor and Employment lawyers first worked with the client’s human resource professionals in
reviewing current practices and formulating guidelines for the implementation of self-directed
work teams. Some of the issues which needed to be addressed were compensation structure,
the implications of the team concept under the National Labor Relations Act, joint employer status
in connection with the use of temporary workers, and structuring lines of supervisory and
management authority. After the framework was established the labor and employment lawyers,
again in concert with human resources professionals, conducted training sessions at the various
plants as part of the implementation process.

 Counseled a multinational office supply chain on the structuring and implementation of an
alternative dispute resolution program for its employees.

 Counseled an international telecommunications company in connection with the downsizing of
several plants and compliance with WARN and Older Worker Benefit Protection Act
requirements.

 Counseled the Board of Directors of a client regarding an extremely sensitive termination of the
client’s Chief Executive Officer.

Workplace Safety, Workers Compensation and Unemployment Compensation
Attorneys in the Labor & Employment Practice Group represent clients in administrative and judicial
forums in Ohio and throughout the country.

A client’s problems related to workplace safety, unemployment and workers’ compensation matters
are often linked with other aspects of labor and employment law. For example, a serious employee
injury can result in a lawsuit, an OSHA complaint, and a workers’ compensation claim. The same
injury may draw into question and interpretation the employer’s policies regarding leaves of absence
and accommodation of disabilities. Giving competent advice in a workers’ compensation matter may
require resolving issues regarding the Family and Medical Leave Act, the Americans with Disabilities
Act and Ohio’s disability discrimination law.

The extensive experience of the Labor & Employment Practice Group has prepared attorneys to be
responsive to the full gamut of potential issues. In addition to the experience of the Group’s attorneys,
a nurse paralegal plays an active role in preparing for hearings and responding to pleadings and
discovery requests.

With the advent of managed care organizations (MCOs) in Ohio’s workers’ compensation system,
employers are reviewing their overall workers’ compensation administration. Some are now relying on
their MCOs to provide basic administrative and gatekeeping services and relying on their attorneys to
represent them in disputed claims and in administrative matters with the Bureau of Workers’
Compensation. The following examples show the breadth of the services provided to clients in
workplace safety issues:

 Representing a foundry before OSHA and the Industrial Commission after one of the company’s
employees died, allegedly from a workplace injury.

 Negotiating a favorable settlement for a plastic products manufacturer, which was defending
against its employee’s application for an award for the violation of a specific safety requirement.

 Representing a foundry in defending against its employee’s application for an award for the
violation of a specific safety requirement.

 Representing a computer manufacturer in court and before the Industrial Commission and the
Bureau of Workers’ Compensation in Columbus, Ohio on matters dealing with the company’s
unintentional failure to pay timely its workers’ compensation premiums.

 Working with a large health care provider to lower both its claims and administrative costs by
advising on how to handle more of its own workers’ compensation administration.

 Proving that an employee of a national rental chain was feigning total disability for months and
was entitled to no benefits.

 Successfully representing a furniture retailer in defending against a claim made by a disgruntled
worker for unemployment compensation and a subsequent lawsuit for workers’ compensation
retaliation.

 Successfully defending a large forgings producer in a workers’ compensation appeal by asserting
that the trial court did not have the jurisdiction to hear case.

 Successfully representing a national market research firm, which had 150 Ohio employees,
before the Court of Appeals in Columbus, Ohio in an unemployment compensation contributions
dispute.

 Representing clients at Industrial Commission hearings. Few employers realize that only their
attorneys are authorized to cross-examine witnesses and argue facts and points of law to the
Commission’s hearing officers. Other representatives, even if they are attorneys, can simply
present facts on behalf of employers. This distinction was important when, on behalf of a steel
fabricator, one of the Group’s attorneys successfully argued that a claimant was not entitled to
the hefty percentage permanent partial disability award that he requested for the loss of his arm.

Ira C. Kaplan
Managing Partner
Executive Committee Member

Mr. Kaplan is the firm's Managing Partner and serves as a member of the firm's Executive Committee. Mr. Kaplan has Co-
Chaired the firm's Private Equity Group and Middle Market Group and is a member of its Polymer Group.

He focuses his practice on mergers and acquisitions as well as public and private debt and equity financings. Mr. Kaplan
represents both publicly and privately held companies at various stages of growth. He has been involved in planning for growth
companies, helping to position them for various stages of private financing and anticipated public offerings. Mr. Kaplan also
represents private equity, subordinated debt and venture funds as well as portfolio companies of such funds.

MEMBERSHIPS/AFFILIATIONS
ikaplan@beneschlaw.com
T: 216.363.4567 s Co-Chair of Southern Region, United Way of Greater Cleveland
M: 216.789.8722 s Board Member and Executive Committee Member, Cleveland Leadership Center
F: 216.363.4588 s Board Member, Jewish Education Center of Cleveland
s Board Member, Business Volunteers Unlimited
Assistant Contact s Treasurer, Executive Committee Member and Trustee, Menorah Park Center for Senior Living; Chair of the Budget and
Joan DeMarchi Finance Committee; Member of Strategic Planning, Audit, Budget and Finance and Government Relations Committees,
jdemarchi@beneschlaw.com 2004-2008
216.363.4401 s Trustee, Jewish Community Federation of Cleveland, 2008
s Trustee, The Temple Tifereth Israel Foundation, 2008
Cleveland s Board Member, Trustee and past Board Chair, Council Gardens, 1990-2008
200 Public Square s Alumni, Leadership Cleveland
Suite 2300 s Served, Governor's Third Frontier Task Force on Biotechnology
Cleveland, OH 44114- s Member, Case Western Reserve University - Government Relations Advisory Committee
2309 US
OTHER DISTINCTIONS

s Listed, The Best Lawyers in America® 2011 (Copyright 2011 by Woodward/White, Inc., of Aiken, SC) and named Best
Lawyers’ 2010 Cleveland Corporate Lawyer of the Year
s Listed, Chambers USA 2010 Leading Lawyers, Corporate/M&A
s Listed, Ohio Super Lawyers 2004-11
s Listed, Leading Lawyers, Inside Business Magazine

EDUCATION

s The George Washington University Law School, 1979, J.D.

s University of Rochester, 1976, B.A., Political Science
PRACTICE GROUPS AND
FOCUS AREAS
s Scott Paper Scholarship Award
Corporate & Securities s Student Life Award
Bank and Institutional
Borrowings COURT AND BAR ADMISSIONS/ASSOCIATIONS
Capital Formation
s Member, American Bar Association
Contract Preparation,
s Member, Cleveland Metropolitan Bar Association
Negotiation and
Compliance
Corporate Governance NEWS
Domestic and International
Joint Ventures Benesch Management Elections
Mergers, Acquisitions and March 2, 2011
Divestitures
32 Benesch Attorneys Named 2011 Super Lawyers
Public Offerings and Private
January 3, 2011
Equity Financings
Regulatory Compliance Forty-Five Benesch Attorneys Named 2011 Best Lawyers in America
Shareholder, Operating and August 11, 2010
Partnership Agreements
Private Equity Wild Received Bennett and Donna Yanowitz Leadership Award and Kaplan Received Irving Stone Award
Economic Growth and December 28, 2009
Development Team
Private Equity/Health Care Ira Kaplan Named Best Lawyers' 2010 Cleveland Corporate Lawyer of the Year
Polymers November 17, 2009

Regional and Global
Thirty-Eight Benesch Attorneys Named 2010 Best Lawyers in America
Competition Counseling
July 30, 2009

RELATED ARTICLES AND PRESENTATIONS

Benesch's Subdebt Survey
June 2006

Highlights from Benesch's Annual Private Equity Conference
February 15, 2005

Acquiring a Troubled Company: How to Navigate Through a Mine Field
May 12, 2004

Real Estate as a Financing Tool
March 12, 2004

Research Is Essential When Acquiring Troubled Companies
James M. Hill and Ira C. Kaplan
March 2004

Megan L. Mehalko
Partner

Ms. Mehalko is Chair of the firm's Corporate and Securities Practice Group. Ms. Mehalko is also a member of the firm's
Executive Committee.

Ms. Mehalko focuses her practice on mergers, acquisitions, divestitures, domestic and cross border strategic alliances and
joint ventures, general business counseling, and distressed/insolvent company acquisitions and restructurings. She advises
public companies on corporate governance issues and securities law issues. She represents private equity funds as well as
portfolio companies of funds. She also has experience representing companies in the plastics, rubber, metal stamping and
fabricating, healthcare, telecom, equipment manufacturing, logistics and financial services industries.

Ms. Mehalko is also actively involved with the Private Equity group, the China group and chairs the Polymer Industry group.
mmehalko@beneschlaw.com
T: 216.363.4487 Ms. Mehalko also sits on the firm's Professional Development Committee and its Finance Committee.
M: 216.410.3657
F: 216.363.4588
MEMBERSHIPS/AFFILIATIONS
Assistant Contact s Seeds of Literacy - Board Member
Aimee Wright s College Now Greater Cleveland (formerly Cleveland Scholarship Programs) - Board Member, Chair of Governance
awright@beneschlaw.com Committee, Executive Committee Member
216.363.4558
OTHER DISTINCTIONS
Cleveland
200 Public Square s Listed, The Best Lawyers in America® 2011 (Copyright 2011 by Woodward/White, Inc., of Aiken, SC)
Suite 2300 s Listed, Leading Lawyers, Inside Business Magazine
Cleveland, OH 44114- s Listed, Ohio Super Lawyers 2004, 2005, 2008
2309 US s Listed, Chambers USA 2010 Leading Lawyers, Corporate/M&A

EDUCATION

s Case Western Reserve University Law School, 1990, J.D.
PRACTICE GROUPS AND
FOCUS AREAS s Bucknell University, 1987, B.A.
Corporate & Securities
Capital Formation
COURT AND BAR ADMISSIONS/ASSOCIATIONS
Contract Preparation,
Negotiation and s Member, American Bar Association
Compliance s Member, Cleveland Metropolitan Bar Association; Executive Council, Corporation and Business Law Section
Domestic and International s Member, Ohio State Bar Association
Joint Ventures
Mergers, Acquisitions and
NEWS
Divestitures
Public Offerings and Private
Benesch Management Elections
Equity Financings
March 2, 2011
Regulatory Compliance
Shareholder, Operating and Benesch Deal Announced as Finalist for 9th Annual M&A Advisor Awards
Partnership Agreements November 16, 2010
Workouts and Restructurings
Polymers Forty-Five Benesch Attorneys Named 2011 Best Lawyers in America
Regional and Global August 11, 2010
Competition Counseling
Private Equity Thirty-Eight Benesch Attorneys Named 2010 Best Lawyers in America
Economic Growth and July 30, 2009
Development Team
RELATED ARTICLES AND PRESENTATIONS

Litigation Contingency Disclosure: An Area of Increased SEC Scrutiny
May 2011

Regulation FD Policies: Best Practices
February 7, 2011

Considerations for Appointing a Lead Director
April 2009

Plastics News Processor of the Year Best Practice Panel

Plastic News Executive Forum
February 25-28, 2007

Transactional Trends and Considerations
SPI Conference
April 27, 2006

The Impact of Contract Terms and Conditions
Plastics News Executive Forum
March 8, 2006

Capitalize on Your Intellectual Capital
Plastics News Executive Forum
March 2, 2005

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