ATRICK DAUGHERTY...Daugherty was counsel to SEC Commissioner Edward H. Fleischman in Washington, D.C. Mr. Daugherty advised Commissioner Fleischman on all major initiatives of the

©2010 Foley & Lardner LLP • Attorney Advertisement • Prior results do not guarantee a similar outcome • 321 North Clark Street, Chicago, IL 60654 • 312.832.4500

PATRICK DAUGHERTY

PARTNER

[email protected]

321 NORTH CLARK STREET SUITE 2800

CHICAGO, IL 60654-5313 (312) 832-5178

ONE DETROIT CENTER 500 WOODWARD

AVENUE SUITE 2700 DETROIT, MI 48226-3489

(313) 234-7103

Patrick Daugherty is a partner of Foley & Lardner LLP, with a corporate, M&A, finance and regulatory practice of national scope. As both a deal-making lawyer and a seasoned advisor, he draws upon nearly 30 years of experience in major markets to customize solutions for business executives and financiers.

Corporate, M&A and Finance Practice

In his deal-making practice, Mr. Daugherty directs multi-office, multi-disciplinary teams of lawyers in the planning and execution of tender offers, exchange offers, restructurings, recapitalizations, mergers, stock purchases, asset purchases, divestitures, management buyouts and "going private" transactions, as well as public and private offerings of equity, debt and hybrid securities occupying every rung of an issuer’s capital structure (e.g., IPOs, PIPEs, secondary, mezzanine, convertible, exchangeable, high-yield and high-grade issues). He has been selected to provide outside general counsel services to portfolio companies of LBO firms such as Kohlberg, Kravis & Roberts, KPS Capital Partners and Strength Capital Partners. In the course of building client service teams at Foley, he won the firm’s Carl H. Hitchner "Mentor of the Year" award in its inaugural year upon the recommendation of associates in six different offices.

With help from tax experts, Mr. Daugherty organizes hedge funds and private equity funds. He negotiates and executes venture capital and LBO investments both for fund managers and for acquisition targets.

In 1988, Mr. Daugherty conducted the research that justified the SEC’s adoption of Rule 144A. Since then he has helped numerous companies raise money in that particular market. He also was involved in the SEC’s promulgation of Regulation S and has used his knowledge of the relevant rules, practices and market participants to help U.S. companies tap off-shore capital markets.

©2010 Foley & Lardner LLP

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Illustrative Transactions. Mr. Daugherty’s deal-making exceeds $20 billion in aggregate transaction amount and includes, by way of example:

Representing Goldman Sachs, then and now the most-heralded investment bank in the world, in raising several billion dollars for its customer, Ford Motor Company;

Taking Charlotte Motor Speedway and Atlanta Motor Speedway public on the New York Stock Exchange in a "world first" for the motorsports industry;

Managing a series of divestitures by Tyco International after its 2002 change of management in what was then the largest divestiture program in the U.S.; and

Helping Cablevision secure SEC approval of a $10 billion going private transaction in less than 45 days, a project picked as "Deal of the Year" by The Deal magazine in 2008.

"363" Sales. One example of Mr. Daugherty’s deal-making success in the restructuring field is the sale of Noble European Holdings to ArcelorMittal in 2009. Noble International was a Nasdaq-traded automobile industry supplier whose business had been damaged in 2008 by the drastic downturn in demand for cars and trucks manufactured by the "Detroit 3" car companies (GM, Ford and Chrysler). Attempts to refinance Noble’s maturing debt obligations failed as the global credit crisis persisted, and the company was forced to file into Chapter 11 in Detroit. Thousands of jobs were put at risk by this bankruptcy. Noble had purchased the European laser-welding operations of ArcelorMittal, the world’s largest steel company, a year earlier. In bankruptcy, Noble obtained DIP financing from the Detroit 3, then Mr. Daugherty negotiated the resale to ArcelorMittal of the European operations acquired a year earlier, together with similar businesses in Mexico and Asia. This timely resale saved the jobs of all directly-affected employees. Likewise, the restructuring team managed by Mr. Daugherty effected several other "363" sales for Noble, each of which prevented a business shut-down and thus saved jobs while raising cash proceeds with which to repay

the car companies


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Advisory and Regulatory Practice

As a seasoned advisor, Mr. Daugherty is called upon routinely to counsel boards of directors, board committees, senior officers and trustees with respect to challenging questions of business judgment (and the consequences of that judgment). He regularly coaches principals and fiduciaries in the course of decision-making that must comply with securities laws, the Sarbanes-Oxley Act, stock exchange rules, corporate codes and best practices.

Independent Counsel. Increasingly in recent years, Mr. Daugherty has been engaged to advise directors of companies with which he and his firm have no other professional relationship. He has helped independent directors grapple with the thorny questions, such as whether, when and how to replace senior managers and report financial crimes to the government. His experience is not limited to a single industry but, on the contrary, includes industries as diverse as automobile manufacturing, biotechnology, consumer discretionary, consumer staples, finance, food processing, forest products, health care, insurance, media and entertainment, mining, motorsports, real estate, restaurants, retail, robotics, security, steel, utilities, telecommunications and textiles.

Comprehensive SEC Experience. Early in his career, Mr. Daugherty was counsel to SEC Commissioner Edward H. Fleischman in Washington, D.C. Mr. Daugherty advised Commissioner Fleischman on all major initiatives of the SEC, including the reform of U.S. financial market regulation after the 1987 stock market crash and the storied prosecutions of Ivan Boesky, Michael Milken and Drexel Burnham. Building upon this experience, today Mr. Daugherty routinely represents clients in dealings with every large "Division" of the SEC – not only the Division of Corporation Finance that regulates public offerings, public M&A and public companies, noted above, but also the Division of Trading and Markets, the Division of Enforcement and the Division of Investment Management.


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Examples of projects led by Mr. Daugherty involving these other regulators include:

upon application to the Division of Trading and Markets – organizing NCNB Capital Markets, which became Banc of America Securities and is now one of the largest investment banks in the world;

in line with the Division of Enforcement – recovering money for defrauded investors in the Lancer Partners hedge fund, the largest "penny stock" swindle in U.S. history; and

in close consultation with the Division of Investment Management – inventing, with his colleagues, the CurrencyShares Euro Trust. Judged "the trade of the year" by SmartMoney magazine in 2006, this was the first currency-based exchange-traded fund ("ETF") listed on a stock exchange anywhere in the world.

Continuous ETF Innovation. Mr. Daugherty and the Foley ETF team have capitalized on the success of the Currency Shares Euro Trust, noted above, by launching eleven other currency-based ETFs, representing equity investments in the Australian dollar, the Canadian dollar, the Swiss franc, the Swedish krona, the British pound sterling, the Mexican peso, the Japanese yen, the Russian ruble, the Singapore dollar, the Hong Kong dollar and the South African rand. All are managed by Rydex|SGI.

ETFs have been the most rapidly-growing form of investment in the world, exceeding $1 trillion under management today versus zero in 1992. This trend is continuing as investors are entrusting more dollars to ETFs than they are to mutual funds. Until 2008, however, all versions of the ETF were "passive" investment strategies according to which investors would buy shares in a trust that would use the money to invest systematically in an "index" of securities or commodities, without exercising any judgment. The "holy grail" of the ETF industry, in contrast, has been an "actively-managed" fund, in which the managers of the trust would employ subjective investment judgment in deciding what to buy, sell or hold for the trust. For years, five major financial firms raced to produce the first actively-managed ETF


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approved by the SEC and launched on a stock exchange. In 2008, Mr. Daugherty and his Foley colleagues won that race for their client, launching the Bear Stearns Current Yield Fund on the New York Stock Exchange ahead of all competitors.

An Expert Witness. In recognition of the breadth of his regulatory experience, Mr. Daugherty also has been called as an expert witness in litigation. He has been tendered and qualified as an expert in securities law in criminal fraud proceedings brought by the U.S. Department of Justice and has testified as an expert witness for the defendants in a civil fraud matter.

Thought Leadership

Patrick Daugherty earned a bachelor’s degree, with distinction, from Northwestern University in 1978 and a law degree, cum laude, from Cornell University in 1981. He trained as a corporate and securities lawyer in Wall Street after clerking one year for Lloyd F. MacMahon and Edward Weinfeld, each a (late) Chief Judge of the U.S. District Court for the Southern District of New York (New York City). Mr. Daugherty joined the Federalist Society in its infancy while serving on the Executive Staff of the SEC during the Reagan Administration. He was invited to join the American Law Institute at age 37 and participates in continuing education programs of the ABA Sections of Administrative Law and Business Law (Committees on Federal Regulation of Securities, Legal Opinions, Mergers and Acquisitions, Professional Responsibility and Small Business).

Mr. Daugherty also has led pro-business initiatives of state and local bar associations. As a member of the Association of the Bar of the City of New York, he authored a white paper in 1982 that supported New York’s enactment of path-breaking governing-law-selection and forum-selection legislation, enabling business executives and financiers to contract cross-border with full confidence that their choices of New York law and New York courtrooms would be respected should a dispute arise. A decade later, in North Carolina, he served on Governor Jim Hunt’s Entrepreneurial Development Board, boosting investment and job growth

throughout the Tar Heel State.


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A recognized thought leader on the SEC, the capital markets, M&A, corporate governance, financial innovation and regulatory reform, Mr. Daugherty has taught classes and made presentations at Cornell, Duke, Howard, Michigan State, Northwestern, Seton Hall and Wayne State law schools and has been quoted for his insight on legal topics in publications such as The Wall Street Journal, The New York Times and the Chicago Tribune. He has published scholarly articles (e.g., "Rethinking the Ban on General Solicitation" in the Emory Law Journal), co-authored one book (Securities Arbitration: Practice and Forms, published by Matthew Bender) and edited another (Decennial Review of Developments in Business Financing, published by the ABA). A member of the Supreme Court Historical Society, he appears on radio, TV and cable news programs as an expert commentator and lectures frequently to legal, accounting, business and financial groups.

Peer Recognition and Awards*

Mr. Daugherty was first selected in 1995 by his peers for inclusion in The Best Lawyers in America®, which currently lists him in three unique categories: Corporate Governance and Compliance Law, Corporate Law, and Securities Law. Also selected for the first and all subsequent editions of Super Lawyers® for his achievements in securities and corporate finance, he is now ranked "AV Preeminent" by Martindale-Hubbell, having been ranked "AV" since his first evaluation 20 years ago. In his home state, Mr. Daugherty was selected as "Michigan Lawyer of the Year" by Michigan Lawyers Weekly in 2007. The only corporate lawyer so honored, he was labeled a "financial wiz" and a "mastermind" for leading "the largest corporate transaction executed by a Michigan law firm" that year. According to Chambers USA: America's Leading Business Lawyers, Mr. Daugherty is "very practical and business-oriented" and is "top of the class for capital raising."

Bar Admissions

Mr. Daugherty is admitted to practice law and is a member in good standing of the bar in New York, Washington, D.C., North Carolina, Michigan and Illinois.


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He also is admitted to practice in the U.S. District Courts for the Southern District of New York (New York City) and for the Eastern and Western Districts of Michigan.

* The Illinois Supreme Court does not recognize certifications of specialties in the practice of law and no certificate, award or recognition is a requirement to practice law in Illinois.


DEBORAH DORMAN-RODRIGUEZ

SENIOR VICE PRESIDENT, CHIEF LEGAL

OFFICER & CORPORATE SECRETARY

[email protected]

HEALTH CARE SERVICE CORPORATION 300 E. RANDOLPH ST., 15TH FLOOR

CHICAGO, IL 60601

Deborah Dorman-Rodriguez is senior vice president, chief legal officer and corporate secretary for Health Care Service Corporation. She is responsible for the management of legal functions of the Company, including supervision of litigation, providing legal advice and consultation to the Board of Directors and to HCSC management in areas such as governance, compliance, corporate transactions and risk management, acting as liaison to regulatory agencies, and managing outside counsel.

Ms. Dorman-Rodriguez became HCSC's chief legal officer in 2007 after being vice president and general counsel of Blue Cross and Blue Shield of New Mexico, an HCSC division, since 2000. She was formerly with a Santa Fe, New Mexico law firm where she represented health insurers, physician groups and other health care organizations. She previously held positions as general counsel to the New Mexico Superintendent of Insurance, assistant general counsel to the former New Mexico State Corporation Commission and assistant attorney general with the New Mexico Attorney General’s Office specializing in insurance and telecommunications regulation.

Ms. Dorman-Rodriguez earned her law degree from the University of Oregon School of Law. She is a member of the Illinois (in-house), New Mexico and California State Bars, the American Bar Association health law section, the American Health Lawyers Association and the Association of Corporate Counsel.


TODD HARTMAN

VICE PRESIDENT, ASSOCIATE GENERAL

COUNSEL & CHIEF COMPLIANCE OFFICER

[email protected]

BEST BUY CO., INC.

7601 PENN AVENUE SOUTH RICHFIELD, MN 55423

Todd Hartman is vice president, associate general counsel and chief compliance officer for Best Buy Co., Inc., a multinational retailer of technology and entertainment products and services. Mr. Hartman oversees the company’s compliance functions in the areas of corporate law, securities regulation, Sarbanes-Oxley, consumer protection and customer privacy. He also has responsibility for the legal support of the company’s merger, acquisition, joint venture and corporate finance activities. Mr. Hartman provides key legal and strategic counsel to Best Buy, especially as the company introduces a new generation of leadership as part of the Sarbanes-Oxley business environment. In his role, Mr. Hartman has played an instrumental role in building the compliance program for Best Buy, advancing the Best Buy Mobile joint venture, completing the acquisition of Speakeasy, Inc., completing the company’s recent $3 billion accelerated stock repurchase and managing the company’s strategic alliances with Microsoft and Virgin Mobile. Prior to joining Best Buy, Mr. Hartman was a partner at the national law firm of Robins, Kaplan, Miller & Ciresi L.L.P. where he served a wide array of business clients, including Fortune 100 companies and entrepreneurial startups. Before joining Robins, Kaplan, Miller & Ciresi L.L.P., Mr. Hartman was a member of the Telecommunications Group in the Washington, DC office of Willkie Farr & Gallagher, where he served as a regulatory and business counsel to some of the nation’s largest telecommunications and e-commerce companies. Mr. Hartman is as an adjunct professor in the Masters of Business Communication program at the University of St. Thomas and has published numerous articles on topics related to the regulation of modern telecommunications and electronic commerce. In 2001, Mr. Hartman was honored as one of the top 40 business figures in Minneapolis-St. Paul under the age of 40 by City Business magazine.


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A Minnesota native, Mr. Hartman earned his juris doctor degree, cum laude, from Harvard Law School and his bachelor’s degree, with highest distinction, from Northwestern University. Outside of work, Mr. Hartman is an active community member, serving on the board of directors for the Pillsbury United Communities and Illusion Theater. In his spare time, he also enjoys theater and studying history.


JANET G. KELLEY

SENIOR VICE PRESIDENT, GENERAL

COUNSEL & SECRETARY

[email protected]

MEIJER, INC.

2929 WALKER AVENUE, NW GRAND RAPIDS, MI 49544

Janet G. Kelley, born 1953, graduated from the University of Kentucky School of Law in 1978. Previously Ms. Kelley was employed as General Counsel of Family Dollar Stores, Inc., Kmart Corporation and Sunbeam Corporation and as Senior Counsel at The Limited, Inc. Prior to these positions she was a Partner in law firm of Wyatt, Tarrant & Combs, Louisville, KY. Ms. Kelley has been Senior Vice President, General Counsel and Secretary of Meijer, Inc. since February 2009.


TODD B. PFISTER

PARTNER

[email protected]

321 NORTH CLARK STREET SUITE 2800

CHICAGO, IL 60654-5313 (312) 832-4579

Todd B. Pfister is a partner with Foley & Lardner LLP, where he is a member of the firm's Transactional & Securities and Private Equity & Venture Capital Practices. He has been involved in numerous public and private offerings of both debt and equity securities and regularly counsels publicly held companies regarding compliance matters under federal and state securities laws. He also has significant experience representing public and private entities in merger and acquisition transactions.

Mr. Pfister graduated in 1986 from Yale Law School, where he was an editor of the Yale Law & Policy Review and a member of The Yale Journal of International Law. He received his Bachelor of Arts degree in economics, summa cum laude, in 1983 from Lake Forest College, where he was elected to membership in Phi Beta Kappa and was a four-year letterman in tennis.

Mr. Pfister has been involved in multiple charitable and community organizations.

Mr. Pfister's professional affiliations include membership in State Bars of Illinois and Florida, where he serves on the Business Law Section's Corporations and Securities Law Committee. He co-authored proposed legislation permitting mergers among various types of business entities and is the author of Chapter 5 ("Capitalization, Shares and Distributions") of Florida Corporate Practice (third edition), a manual published by The Florida Bar. Mr. Pfister is also a member of the State Bar of Wisconsin (inactive status) and previously served on the Business Law Section's Securities Law Committee and Subcommittee on 1933 and 1934 Act Disclosures.


BILL POLLARD

PARTNER

[email protected]

DELOITTE FINANCIAL ADVISORY SERVICES

111 S. WACKER DR., 20TH FL CHICAGO, IL 60606-4301

Bill Pollard, a Partner in the Forensic and Investigative Services Practice in Chicago, Illinois, is part of the Deloitte Financial Advisory Services group. Bill has led and conducted a broad range of forensic accounting and financial fraud investigations for private and public companies, various levels of government, and private individuals.

Bill started his career in public accounting providing accounting, auditing, and financial reporting services to clients in the manufacturing, retail, financial services, not-for-profit, and construction industries.

Bill spent the past thirteen years providing forensic accounting services to clients in the manufacturing, retail, financial services, professional services, real estate, construction, gaming, healthcare, governmental, and not-for-profit industries. The engagements have involved complex accounting and financial related issues including financial statement manipulation schemes, misappropriation of assets, corruption, bribery and many other types of white-collar crime investigations. In addition, he has testified in deposition as an expert witness, provided business insurance consulting related to losses, as well as consulting with clients on compliance and regulatory matters.

Bill is a graduate of the University of Illinois, Chicago with a BS in Accountancy. He is a Certified Public Accountant and a Certified Fraud Examiner. He is a member of the American Institute of Certified Public Accountants, Illinois Society of CPAs, Association of Certified Fraud Examiners National and Chicago Chapters, and the Institute of Internal Auditors. In addition, he has written various articles on the topic of fraud including Fraud in the Back of the House for a Gaming Industry publication. He has also spoken throughout the country discussing fraud related issues.

Documents

ATRICK DAUGHERTY...Daugherty was counsel to SEC Commissioner Edward H. Fleischman in Washington, D.C. Mr. Daugherty advised Commissioner Fleischman on all major initiatives of the