Mergers and Acquisitions

Mr. Barnes’ mergers and acquisitions experience includes:

• tax-free spinoff of national less-than-truckload carrier
• sale of publicly-traded company in industrial services business
• sale of registered investment adviser to national private equity fund
• sale of agricultural supply business to national private equity fund
• sale of active sportswear business to publicly-traded company
• sale of less-than-truckload carrier to national private equity fund
• sale of specialty insurance business by publicly-traded company
• sale of specialty software business to publicly-traded company
• sale of national distribution business to private equity fund
• sale of logistics businesses by private equity fund
• purchase of numerous less-than-truckload carriers and logistics companies by publicly-traded company
• purchase of numerous registered investment adviser firms
• purchase of liquor distillery business by publicly-traded company
• purchase of numerous industrial services businesses by publicly-traded company
• purchase of grain trading and agricultural retail business by national private equity fund

Securities

Mr. Barnes’ securities law experience includes:

• initial and follow-on public offerings of stock, as issuer’s and underwriter’s counsel
• representation of public company in private investment in public equity (PIPE) transaction
• representation of investor group in going-private transaction
• representation of special committee in going-private transaction
• representation of public companies in stock buyback arrangements
• representation of public companies with respect to activist investor matters and shareholder proposals
• representation of public company with respect to proxy advisory firms
• representation of issuers and executives in connection with 10b5-1 trading plans
• proxy statements for shareholder meetings
• 1934 Act reports on Forms 10-K, 10-Q and 8-K and with respect to Section 16
• general securities law compliance, financial reporting, investor relations and stock exchange listing matters
• private placements of debt and equity in venture capital and private equity transactions

Corporate Governance and General Business

Mr. Barnes’ corporate governance and general business experience includes:

• serving as in-house general counsel for publicly-traded company in industrial services business
• serving as outside general counsel for national less-than-truckload carrier
• advising boards of directors and management on strategic alternatives, fiduciary duties, governance and disclosure issues, takeover defense, shareholder relations and best practices
• advising on risk assessment matters and litigation management
• advising on succession planning and board and management performance evaluations
• advising on executive compensation matters for companies and executives
• advising businesses on numerous commercial and contract matters