LET S START A CONVERSATION. ATTORNEYS AT LAW

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1 LET S START A CONVERSATION. ATTORNEYS AT LAW

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3 One of the most important elements of our Firm s culture is our deep commitment to excellence in all aspects of our relationship with clients. Our attorneys offer prompt, practical and highly competent services regarding a wide variety of legal issues regularly encountered by clients. Dan A. Bailey, Member At Bailey Cavalieri, we find that the best way to counsel our clients is by listening first. Listening to their challenges and their goals serves as the foundation for providing meaningful solutions to each client, whether they re an individual or a Fortune 500 company. Our 11 practice groups represent a comprehensive range of business law services. They reflect the scope and scale of a national firm, but our size allows us to build and nurture relationships with each client. We find that responsiveness is essential in order to solve problems, maintain open lines of communication, create solutions in a collaborative and cost-effective manner, and generate the best possible outcomes. Our attorneys are seasoned. They hold outstanding credentials and have a depth and breadth of experience that allows them to deliver the right counsel at the right time. They favor negotiation over litigation and are committed to solving problems before they happen. These are attorneys who understand the value of trust in a business relationship and work hard to earn that trust every day.

4 BANKRUPTCY & COMMERCIAL TRANSACTIONS COMMUNICATIONS & ENERGY In the most difficult times, you need experience on your side. We offer the expertise that comes with deep experience. We have the ability to go beyond simply understanding a situation. We place ourselves inside that situation and see it from our client s perspective. That s how we provide excellent counsel. Robert B. Berner, Member William A. Adams, Member Our attorneys serve debtor business entities and their principal creditors and investors by providing legal services in troubled company, workout, litigation, receivership, bankruptcy and financial restructuring situations. Our practice represents public utility companies, competitive service providers, and business and governmental consumers in various transactions and before state regulatory agencies. Chapter 11 Reorganization Cases Creditor Work Bankruptcy Related Litigation Commercial Transactions Communications Energy

5 CORPORATE & BUSINESS It s about expertise, first and foremost. Clients want to have confidence in your technical skill set. After that fact has been established, they want to know if we are people they want to engage. The work we do is of such a personal nature. James G. Ryan, Member OUR PHILOSOPHY We have represented clients in virtually every major type of corporate and finance transaction from public companies and financial institutions to closely held businesses, entrepreneurial ventures, and local and national nonprofit organizations. Mergers & Acquisitions Emerging Businesses Technology, Internet & E-Commerce Intellectual Property Securities & Corporate Finance Franchising Commercial Finance Retail Merchants Nonprofit Organizations Insurance Regulation Representations & Warranties Insurance Unclaimed Property Regulation & Compliance At Bailey Cavalieri, we strive to: Be Responsive Communicate Focus on Solutions Be Cost-Effective Charge Fairly Be Responsible Be Courteous

6 DIRECTOR & OFFICER LIABILITY OUR HISTORY You never stop earning your reputation as a firm. In fact, you place that reputation on the line every day. No results are more important than the ones you re trying to achieve today. We never forget that. And as a result, we never take anything for granted. Dan A. Bailey, Member While Bailey Cavalieri was formed in 2003 by 40 lawyers who previously practiced together as the Columbus office of Arter & Hadden LLP, our lineage can be traced back more than 100 years. Built on the foundation of a large, national law firm, we have the experience and resources to handle the most complex and sophisticated matters with the efficiency and responsiveness of a local, mid-size law firm. Recognized as leading authorities in all facets of directors and officers ( D&O ) insurance and liability, our practice covers the many issues confronting today s corporate officers and directors, and extends to a multitude of similar exposures. Coverage Claims Counsel Drafting Insurance Policies Insurance Underwriting Consultation Coverage & Bad Faith Litigation Expert Witnesses in D&O Litigation D&O Loss Prevention D&O Insurance/Indemnification Audits

7 EMPLOYEE BENEFITS ESTATE PLANNING, BUSINESS SUCCESSION, TRUSTS & PROBATE Simply put, we re here to serve our clients. To that end, we remain accessible and responsive, when and how they need us. I encourage clients to call me early in the process. If they have a question or concern, it s always best to get out in front of the situation. That s how you arrive at practical, efficient solutions, which is how you build lasting working relationships. Michael P. Mahoney, Member Robert R. Dunn, Member Our practice group represents plan sponsors, third-party administrators, healthcare providers, trustees, and other fiduciaries and administrators of ERISA benefit plans. We often represent plan sponsors in connection with Department of Labor and IRS audits, inquiries, and investigations concerning employee benefit plans of every nature. Our attorneys counsel clients on employment agreement benefit issues and non-qualified plan issues. We also have extensive experience in compensation and benefit plans for non-profit entities. We re proud to have been selected as a top-tier practice in the Trusts & Estates Law by U.S. News & World Report s Best Lawyers Best Law Firm rankings. Our attorneys provide a full range of services to achieve our clients objectives now and for generations to come. Probate & Trust Practice Probate & Trust Litigation Business Succession Planning

8 HEALTH CARE LABOR & EMPLOYMENT Every client wants to know you have extensive experience. They re looking for a comfort level, which is something we provide based on the work we ve done in the past. More importantly, that comfort level increases once we re working on their behalf. Our strength is finding the right balance. We assign the resources required to achieve the goal. No more. No less. The result is cost-effective, efficient solutions for our clients. That s what every client wants. That s what every client deserves. Lloyd G. DePew, Member Gary S. Batke, Member We understand the complex needs of hospitals, health systems, physician groups, and other health care organizations small, medium, and large. Our representation has involved all areas of law that hospitals and health systems encounter. Representing public and private employers of all sizes across a variety of industries, our lawyers apply their vast experience to collaborate with our clients to strategically address the challenges of a modern workplace. Health Care Mergers & Acquisitions Physician Groups Anti-Kickback Statute & Stark Physician Self-Referral Laws HIPAA Compliance Health Care Finance Antitrust Counseling & Defense E-health Loss Prevention Employment Litigation Labor & Management Relations Employee Performance Management Employment Contracts Discrimination & Harassment Wage & Hour Workplace Safety Employee Privacy Leave of Absence Reduction in Force

9 LITIGATION Preparation is key. That s why we spend the majority of our time in the discovery phase of a case. It s a successful approach that results in the best possible outcome. Dan L. Cvetanovich, Member OUR COMMITMENT Our Litigation Practice Group possesses the full range of capabilities required to meet the litigation needs of our sophisticated business clients. Contract & Business Tort Disputes Intellectual Property Disputes Shareholder Disputes Class Action Disputes Alternative Dispute Resolution Ours is a culture of actively supporting the community in which we work and live. Whether that support is coming from the Firm, or from our attorneys, paralegals, and staff as individuals, it is a level of engagement that is not often seen among other firms. Beyond Bailey Cavalieri s charitable contributions and individual donations, we support more than 40 nonprofits and serve on nearly 50 Boards. For us, it is a desire to give both as a business and as individuals.

10 REAL ESTATE TAX We strive to become a valued advisor to our clients by listening to our clients objectives and by achieving those objectives efficiently. Clients base decisions on the level of expertise we can provide. Fortunately for our clients, our attorneys possess substantial knowledge and skill. James M. Groner, Member Harlan S. Louis, Member We provide business, tax, and real property advice relating to alternative methods of owning, financing and operating the various components of a real estate project for corporations, partnerships, limited liability companies, trusts, financial institutions, and individuals throughout a project s life. Close working relationships with our clients allow us to provide tax planning for acquisitions, mergers, reorganizations, real estate sales, and other business transactions, as well as planning day-to-day decisions that impact federal, state, and local taxes. Business & Tax Planning Development & Land Use Economic Development Incentives Financing Land & Project Acquisitions & Sales Leasing Zoning & Land Use Tax Planning Audits, Appeals & Tax Litigation Nonprofit Tax Matters Estate, Gift & Generation Skipping Transfer Taxes Employee Benefits Tax & ERISA Sales, Use & Commercial Activity Tax Real Property Tax

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12 COLUMBUS OFFICE One Columbus 10 West Broad Street Suite 2100 Columbus, OH T F E info@baileycav.com DAYTON OFFICE Kettering Tower 40 North Main Street Suite 1250 Dayton, OH T F E info@baileycav.com