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LOUIS Y. FISHMAN is a member of the Corporate Section in the law firm of Fishman Haygood Phelps Walmsley Willis & Swanson, L.L.P. Mr. Fishman has a transactional practice that includes corporation law, securities, and mergers and acquisitions. He has represented a variety of business clients in numerous transactions. These have included First National Bank of Commerce's issuance of $3.0 billion of bank notes; First Commerce Corporation's $3.1 billion acquisition by Bank One; Doane Products Company's $250 million sale to financial investors; The Laitram Corporation's sale of its Digicourse subsidiary; US Unwired's registered exchange offer for its subordinated notes and its initial public offering; Capital One Southcoast's underwriting of a registered public offering of convertible preferred stock; a number of "PIPE" transactions in which Capital One Southcoast acted as placement agent; forming a hedge fund for Hirsch Financial Management LLC and representing it in connection with a private placement of fund units; as well as numerous acquisition transactions on both the buyer side and seller side. More recently, he has assisted Rouses, the largest grocery store chain headquartered in Louisiana, in acquiring 20 stores from A&P; assisted an insurance agency in being acquired by a large national agency; assisted a CEO and CFO in connection with their retention ("rollover") of a substantial part of their significant equity in a shipping business whose controlling equity was sold to a private equity firm; served as special securities law counsel for Chef Emeril Lagasse's sale of certain non-restaurant assets to Martha Stewart Living; and assisted Sanderson Farms, Inc. in its public sale of $115 million of common stock. He also counsels clients on resolving disputes within family and other closely held businesses. Mr. Fishman earned his undergraduate B.B.A. degree from Tulane University and his L.L.B. degree from Tulane Law School, where he was a member of the Order of the Coif and editor-in-chief of the Tulane Law Review. He also earned a Master of Laws degree from Yale Law School, where he was a Sterling Fellow. He has been listed in The Best Lawyers in America, in corporate law, since that publication's first edition in 1983. In 2009, he was named that publication's first New Orleans Corporate Lawyer of the Year and its first New Orleans Mergers & Acquisitions Lawyer of the Year in 2010. He is ranked in Level 1 by Chambers USA: America's Leading Lawyers for Business in the category of Corporate/Mergers & Acquisitions. He has served since 1988 on the Planning Committee of Tulane's Corporate Law Institute, and as a member of the Advisory Board of Editors for the Tulane Law Review since 1991. He has held several key posts, including chairman, of the Louisiana State Bar Association's Section on Corporation and Business Law and has served as a member of that Section's Corporate Laws Committee. Mr. Fishman is teaching "Corporate Governance From Enron To Hollinger To Disney" at Tulane Law School. MARK A. FULLMER is a partner in the business group of the New Orleans office of Phelps Dunbar LLP. He represents start-up companies, as well as companies in the mature stages of their growth cycle. His practice in the area of corporate and securities includes all aspects of public and private company representation, including public offerings, private placements, corporate governance, compliance with the Sarbanes-Oxley Act, and mergers and acquisitions. He has also represented both venture capital funds and investors in private equity transactions. He is recognized as a leading practitioner in Louisiana in the area of corporate and securities law in The Best Lawyers in America; in the category of Mergers and Acquisitions, Securities Law, Corporate Law and Venture Capital in Chambers USA: America's Leading Lawyers for Business; and in the category of Corporate/Mergers & Acquisitions in Louisiana Super Lawyers. Mr. Fullmer earned his B.S. degree in accounting from the University of New Orleans and his J.D. degree from Louisiana State University, where he was inducted to the Order of the Coif and a member of the Louisiana Law Review. He is a member of the Louisiana State Bar Association (Section on Corporation and Business Law, Chairman); Greater New Orleans Venture Capital Club (Board of Directors); Venture Network (Executive Committee); Louisiana Bankers Association (Bank Counsel Committee); Contemporary Arts Center (Board of Directors and President); and the World Trade Center International Business Committee. CURTIS R. HEARN is a partner in the law firm of Jones, Walker, Waechter, Poitevant, Carrere & Denegre L.L.P., where he chairs the firm's Corporate & Securities Practice Group. Mr. Hearn has handled numerous mergers, acquisitions, and divestitures, as well as capital raising transactions for a variety of publicly traded and privately held companies, as well as representing private equity and venture capital firms. He has particular experience in the energy, energy service, transportation, logistics and manufacturing sectors. Mr. Hearn also provides corporate and boardroom advice to a variety of public and private companies, including compliance with the U.S. Securities and Exchange Commission (SEC) disclosure laws and the Sarbanes-Oxley Act; preparing proxy materials and rendering advice in proxy contests; implementing anti-takeover defenses, including stockholder rights plans; drafting contracts; and advising clients on corporate governance matters. He earned his B.A. degree, magna cum laude, with distinction in history, from the University of Delaware and his J.D. degree, with honors, from The George Washington University Law School. Mr. Hearn is ranked in Level 1 in the area of Corporate/Mergers & Acquisitions in the 2009 edition of Chambers USA: America's Leading Lawyers for Business. He is also in The Best Lawyers in America 2010 in the areas of Corporate Law, Mergers & Acquisitions Law, Securities Law, and Venture Capital Law (listed annually since 1995). Mr. Hearn is an adjunct professor at Tulane University Law School. He is a member of the Louisiana State and American (Member, Section on Business Law, ABA Task Force on Public Company Mergers) bar associations, and the American Academy of Hospital Attorneys. LEE C. KANTROW is a shareholder in the law firm of Kantrow Spaht Weaver and Blitzer APLC, and is Chair of their Corporate Section. He has a transactional practice that includes corporate law, securities, and mergers and acquisitions. Mr. Kantrow has handled numerous sales, mergers and acquisitions, and capital raising transactions for a variety of publicly traded and privately held organizations. He represents a diverse group of business clients including numerous hospitals, medical clinics and physician groups, home health and other healthcare providers, banks, insurers, tele-communications companies, professional practices, and non-profits. He also advises boards of directors on governance and other matters. Mr. Kantrow is a 1967 cum laude graduate of Tulane University and earned his J.D. degree, cum laude, from Harvard Law School. He is a member of the Baton Rouge, Louisiana State and American bar associations. G.F. GAY LeBRETON is managing director in the investment banking firm of Chaffe & Associates, Inc., where she specializes in mergers and acquisitions for the firm, with emphasis in services to privately held companies. She has extensive experience over the past 16 years in the valuation of companies, and the structuring and negotiation of transactions, having been involved in over $1 billion of completed transactions. Ms. LeBreton also has experience in the areas of takeover defense, capital planning for corporate expansion and private placements of debt and equity. Ms. LeBreton began her career at Bankers Trust Company in New York. There she was responsible for analysis of the capital needs of the bank in southern Europe, which led to several investments including the opening of one of the first foreign bank branches in Spain since the 1930s. Ms. LeBreton returned to New Orleans in 1980 to join First National Bank of Commerce as an assistant vice president and commercial loan officer. She was then invited to join the Office of the Chief Financial Officer, where she was involved in the negotiation of several bank acquisitions. She joined Chaffe in 1987, working first in the financial institutions group and then in the corporate group. Ms. LeBreton holds a B.A. degree from Newcomb College and an M.B.A. degree from the A.B. Freeman School of Business at Tulane University. She is qualified as an expert witness in U.S. District Court on matters relating to bank and corporate valuation and merger and acquisition process, and has appeared as a speaker on these subjects. Ms. LeBreton is active in community affairs and serves on a number of civic boards. RUDOLPH R. RAMELLI is a partner in the Tax & Estates Practice Group of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. He also is a member of the firm's board of directors. A native of New Orleans, Mr. Ramelli has been practicing tax law for more than 25 years and is a Board-Certified Tax Specialist as certified by the Louisiana Board of Legal Specialization. His practice concentrates on corporate and partnership federal income tax issues. In addition, Mr. Ramelli represents tax-exempt institutions, particularly tax-exempt health care entities. Mr. Ramelli speaks frequently at national and state tax seminars, and he is a professor of law at Tulane University Law School and an adjunct professor at the University of New Orleans. He has served as vice chair-administration of the American Bar Association's Section on Taxation and has served on council and as chairman of the Corporate Tax Committee of the American Bar Association's Section on Taxation, chairman of the State Tax Section, and chairman of the Tax Specialization Board. Mr. Ramelli has also served as a member of the National Conference of Lawyers and Certified Public Accountants. Mr. Ramelli was listed in The Best Lawyers in America ® 2011 in the areas of Employee Benefits Law and Tax Law (listed annually since 1987). He was also recognized in " Chambers USA-America's Leading Lawyers for Business " in the area of Corporate/M&A: Tax (2010) and was listed in the 2010 edition of Louisiana Super Lawyers in the area of Corporate/M&A: Tax (listed annually since 2007).
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