Larry B. Mandala is Chairman of the Firm's Corporate Transactions and Securities Practice Group. He has over 20 years of experience representing publicly and privately owned businesses in a wide range of corporate and business transactions.

His corporate finance practice has included private placements, IPOs and secondary public offerings of equity, debt, direct participation and hybrid securities. Mr. Mandala has extensive experience in business acquisitions, including mergers, asset purchases, stock purchases, strategic alliances and joint ventures, corporate restructurings, exchange offers, private equity investments, going private transactions and hostile and friendly tender offers.

In addition to transactional matters, Mr. Mandala regularly counsels public and private clients on federal and state securities and general corporate law matters, including compliance with periodic reporting requirements and proxy solicitation regulations under the Securities Exchange Act of 1934, insider trading, anti-takeover planning, resales of restricted securities, director and officer fiduciary duties, executive compensation and disclosure obligations. Mr. Mandala also provides guidance to public companies in their compliance with the Sarbanes-Oxley Act of 2002 and the corporate governance rules of the NYSE, AMEX and NASD and advises public and private companies and their directors, officers and shareholders regarding other corporate governance issues and corporate best practices.

Mr. Mandala's clients have included companies in virtually every major industry. These clients have ranged in size from start-ups and emerging companies to large, multinational public corporations. Mr. Mandala is a frequent speaker on corporate and securities law topics.

Representative Experience:

• Representation of Fortune 500 company in its $635 million (stock and cash) acquisition of a division of another Fortune 500 company.
• Representation of a privately-held software company acquired for $45 million in stock by a publicly-traded software company.
• Representation of the issuer and underwriter in $200 million and $100 million public offerings of energy exploration programs.
• Representation of the acquirers in $50 million and $33 million acquisitions of facilities that produce synthetic coal fuel qualifying for tax credits under section 29 of the Internal Revenue Code.
• Representation of an emerging semiconductor company in a $6 million PIPE transaction involving convertible debt and warrants and the required resale registration statement on Form SB-2.
• Representation of the issuer in a $10 million registered rights offering with a standby underwriter.
• Numerous private placements of interests in partnerships formed for the purpose of oil and gas exploration, ownership of income-producing oil and gas properties, operation of an intrastate gas pipeline and equipment leasing, in amounts ranging from $500,000 to $54 million.
• Representation of publicly-traded healthcare company in its $160 million merger with another publicly-traded hospital company, subsequent tender offer for $80 million of subordinated notes issued by the target company, and subsequent underwritten public offering of $90 million of common stock.
• Representation of publicly-traded gaming company in its $100 million acquisition of a riverboat casino.
• Representation of private company acquired for $48 million as part of a roll-up initial public offering.
• Representation of numerous community banks involved in mergers with publicly-traded regional bank holding companies.
• Formation of bank holding companies and de novo state and national banks.
• Representation of several community banks in the offering of trust preferred securities.
• Representation of community banks in regulatory, corporate and securities matters, including tender offers, private placements and intrastate offerings of common and preferred stock.