HCA Building to Serve Rapidly Growing Community

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Built Ford Tough

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Setting the Cornerstones of the Future

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UPS: Right from the Beginning

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M AY 2 0 0 7 ~ VOL . I ~ F R E E I S S U E

2007 Waller Lansden Dortch & Davis, LLP

corporate matters in 2006, including the following acquisitions: p Alternative Behavioral Services and nine facilities located in Virginia, South Carolina, Tennessee, Kentucky, Puerto Rico and the U.S. Virgin Islands. p Wellstone Regional Hospital in Jeffersonville, Ind. p Atlantic Shores Hospital in Ft. Lauderdale, Fla. p Hickory Trail Hospital in DeSoto, Tex. p National Deaf Academy in Mt. Dora, Fla. p Windmoor Healthcare in Clearwater, Fla. p Two facilities in Orlando and Tequesta, Fla. acquired from Health Management Associates, Inc. p Three Rivers Behavioral Health in West Columbia, S.C. Additionally, Waller Lansden assisted PSI with an amendment of its amended and restated Senior Secure Credit Facilities that increased the companys existing term loan by $150 million and expanded its revolver by $150 million. n

FROM THE PUBLISHER Ralph Davis

In 2001 Waller Lansden began publishing an annual report highlighting the successes of clients for whom we were privileged to serve as legal counsel and recognizing the attorneys who had joined the firm during the year. We heard from our readers over the years that they have enjoyed reading about what

our clients have accomplished with our assistance. Since we define our success by whether our clients are successful, we have enjoyed sharing these stories. It is with this in mind that we present the 2006 version of our annual report The Waller Street News, a slightly different format to distinguish us from the copycats, but we hope no less enjoyable to our readers. Lastly, thank you to all of our clients for your continued trust and confidence. We are nothing without great clients to serve. Best wishes to you all. n

psi teams with the jason foundation

Psychiatric Solutions, Inc. is the National Clinical Affiliate for The Jason Foundation, a notforprofit organization dedicated to developing youth suicide awareness and prevention programs. This affiliation has resulted in a national network of programs and seminars for students, educators, youth workers and parents that provides information, tools and resources to identify atrisk youth and get them the help they need. Thanks to its affiliation with PSI, The Jason Foundation is now the only national youth suicide prevention program with roundtheclock clinical backup. Joey Jacobs, Chairman, President and CEO of Psychiatric Solutions, Inc., is an Executive Board Member of The Jason Foundation. Also serving on The Jason Foundations Executive Board is Waller Lansden partner and former Tennessee Attorney General Paul G. Summers. Youth suicide, the third leading cause of death for Americans between the age of 15 and 24, is unquestionably a silent epidemic. Working together, The Jason Foundation and Psychiatric Solutions are reaching thousands of young people in schools and communities throughout the country. n

Psychiatric Solutions Grows Through Care and Consolidation

FRANKLIN, Tenn. - Psychiatric Solutions, Inc. (PSI) closed 2006 by announcing a $426 million agreement to acquire Horizon Health Corporation. Expected to close in the second quarter of 2007, the Horizon acquisition will add 15 inpatient behavioral health facilities with approximately 1,500 beds in 11 states. The announcement was a fitting exclamation point to a year in which the company had already acquired 19 facilities with 1,900 beds in a series of transactions. PSI currently operates 75 owned or leased freestanding psychiatric inpatient facilities. PSI also manages similar facilities for government agencies and psychiatric inpatient units with hospitals owned by other organizations. Through these facilities, PSI provides an extensive range of behavioral health programs to critically ill children, adolescents and adults. PSI has grown steadily through the acquisition of facilities that are leaders in their markets and offer significant potential for growth. PSIs combination of high quality care and strategic acquisitions has built the company into the nations leading behavioral healthcare provider. Since its initial listing on the Nasdaq market in 2002, PSIs share price has increased by more than 1,200 percent. In addition to the acquisition of Horizon Health Corporation, Waller Lansden assisted Psychiatric Solutions, Inc. in a wide range of

Maddox Foundation Trust One Step Closer to Home

NASHVILLE, Tenn. One of the most highly publicized nonprofit reform cases in the country came a step closer to resolution on Dec. 21, 2006 when the Tennessee Supreme Court rejected an application made by the Maddox Foundation for permission to appeal lower court rulings that the Foundation had been improperly moved from Tennessee to Mississippi in 1999. As a result, the case will return to the 7th Circuit Court, Probate Division in Davidson County, Tennessee. A trial will begin in August 2007 on a long list of allegations that the Foundations current director, Robin G. Costa, breached her fiduciary duties and mismanaged a considerable portion of what was once the Foundations $100 million in assets after relocating the nonprofit organization. The charges include self-dealing by and inappropriate compensation for Ms. Costa, excessive expenditures of foundation assets, jeopardizing the tax-exempt status of the Foundation, inappropriate travel and personal expenses charged to the Foundation and financing the acquisition and operation of professional sports teams with Foundation assets. The lawsuit originally was filed in 2004. A team of Waller Lansden attorneys has represented Davidson County District Attorney General Torry Johnson on behalf of the State of Tennessee since the start

of the case. The case has been widely publicized in the regional and national media; following a front-page story in the Feb. 16, 2005 edition of The New York Times, two Waller Lansden attorneys provided written and oral testimony to the U.S. Senate Finance Committee in a

hearing on the reform of tax-exempt organizations. Journalists who concentrate on the charitable sector have followed developments in the case from its inception. The dispute over the location and operation of the Maddox Foundation Please turn to page W3, Column 1.

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From the Publisher Psychiatric Solutions Jason Foundation Maddox Foundation OSU Medical Center Ryman Auditorium Attorney General Paul G. Summers Forba Cornerstones of the Future AmSouth Bank

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Clarksville Hospital Negotiations Star Transportation UPS Intrepid Emerges Strong HCA Protherics Built Ford Tough CLP Healthcare Services People in the News

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Future Secured for OSU Medical Center Through Unprecedented Agreement

TULSA, Okla. Hailed as unprecedented by one insider, Oklahoma State University finalized a 50year academic affiliation agreement with Ardent Health Services in 2006 that ensures a longterm home for OSUs College of Osteopathic Medicine. The newly renamed OSU Medical Center is the largest osteopathic teaching facility in the United States. The OSU Medical Center will continue to be owned and managed by Ardent, which purchased the facility as part of Hillcrest HealthCare System in 2004. The unique academic affiliation agreement, however, secures OSUs 15 residency programs. Annually, these programs train 126 residents in both primary care and subspecialty areas. The school and the hospital together have trained over 2,000 physicians, over a third of which continue to practice actively in Oklahoma, according to OSU. In early 2006, Merrill Lynch and Waller Lansden were hired by the state of Oklahoma to evaluate options for the longterm by the legislature would support the residency program and would not pass directly to the owner of the hospital. In connection with the academic affiliation agreement, the include expanding the Intensive Care, the Neonatal Intensive Care and the Labor and Delivery Units. Classrooms and sleep rooms for residents also will be remodeled and expanded. Funding also is

billion, Waller Lansden is providing comprehensive assistance with issues related to real estate, finance and lending, government relations, tax increment financing, land use planning and zoning, construction and contracting. SunTrust Plaza The 13story office building is being built by Eakin Partners, LLC which is leasing nearly half of the buildings 340,000 square feet to SunTrust Bank. Located on the corner of Fourth Avenue and Commerce Street next to Nashvilles historic Ryman Auditorium, SunTrust Plaza will include 500 underground parking spaces, a restaurant and health club. The Class A office building is scheduled for completion in December 2007. ICON Bristol Development LLC and MarketStreet Enterprises are helping to revitalize The Gulch in downtown Nashville. Located at 12th Avenue South and Division Street with a price tag in excess of $100 million, ICON is a 22story, mixeduse project that will feature more than 400 residential units and 25,000 square feet of street level retail shops. Completion is expected by mid2008.
ICON

The big winners are the people of Oklahoma, said Governor Brad Henry after the inaugural meeting of the OSU Medical Authority and Trust.
stabilization of the OSU residency program. Ultimately, the strategic alternatives identified ranged from building a new teaching hospital to acquiring the existing hospital. The academic affiliation agreement proved to be the best option. The longterm arrangement not only reduced upfront costs but ensured that funds appropriated Oklahoma legislature passed the OSU Medical Authority Act in the spring of 2006, establishing the OSU Medical Authority and Trust. The sevenmember authority will oversee the academic affiliation agreement and the $40 million state appropriation for improvements and expansions to the hospital. Current plans for the OSU Medical Center earmarked for strengthening OSU faculty recruitment and support and expanding programs and services to accommodate the growing needs of patients. The big winners are the people of Oklahoma, said Governor Brad Henry in a press release issued after the inaugural meeting of the OSU Medical Authority and Trust. n

Trademark Protection for Nashville Landmark

Attorney General Paul G. Summers Switching Gears

NASHVILLE, Tenn. Former Tennessee Attorney General Paul G. Summers joined Waller Lansden in October 2006. Appointed Attorney General in 1999 by the Tennessee Supreme Court, General Summers did not seek reappointment to the post in 2006. As a partner in Waller Lansdens Trial and Appellate Litigation practice, General Summers represents clients in complex litigation, investigation and regulatory matters nationwide. During his tenure as Attorney General, Summers served as Chair of the Southern Region of the National Association of Attorneys General and as a member of the Executive Committee of the National Association of Attorneys General. Prior to serving as Attorney General, Summers was a Judge on the Tennessee Court of Criminal Appeals and was District Attorney in West Tennessees multicounty 25th judicial district. He previously was in private practice in his hometown of Somerville, Tenn. We are very pleased that General Summers chose Waller Lansden for his return to private practice, said Ralph Davis, the firms chairman. He was highly sought after by many firms, and we are excited about what it means for our clients and our future. He is invaluable to our clients who need to interact with Attorneys General throughout the United States. Summers served in the military for more than three decades as a Judge Advocate General. He retired to the U.S. Army Retired Reserve in 2005 with the rank of colonel. Upon his retirement from commissioned military service, Summers was awarded the Legion of Merit by President George W. Bush and the National Guard Distinguished Service Medal by Tennessee Governor Phil Bredesen. n

Forba is Making a Difference in Childrens Lives

NASHVILLE, Tenn. In October 2006, Sanus Holdings, LLC acquired Forba, LLC, a dental practice management company based in Colorado that manages more than 50 dental practices throughout the United States. Forba the name is derived from For Better Access focuses on providing dental care to lowincome children who are eligible for dental care benefits under Medicaid and the State Childrens Health Insurance Plan, which is jointly financed by the federal and state governments. Sanus Holdings is led by healthcare industry veterans Michael Lindley, Al Smith and Rodney Cawood, all formerly with Nashvillebased Keystone Education and Youth Services, LLC. The mission of the groups new venture is similar to Keystones, which provided healthcare services to underprivileged youth. Keystone was acquired by Universal Health Services, Inc. in October 2005. Sanuss acquisition of Forba was financed through a combination of debt and equity in excess of $400 million from the Sanus management group, Arcapita, American Capital Strategies and the Carlyle Group. In addition to representing Sanus in the acquisition, Waller Lansden served as lead counsel to the management group in the private equity funding and as healthcare regulatory counsel in connection with the related debt financing. In addition, commercial lender CIT Group, Inc. arranged a revolving credit facility and a senior term loan that will be used to fund Forbas growth in coming years. Interviewed in The Pueblo Chieftain, Lindley said, Within the next five years, we hope to make a difference in childrens oral health care by serving more than two million underprivileged and disadvantaged youths. Currently, the clinics managed by Forba see an estimated 750,000 patientvisits each year. We try to make it simple. We put the clinics where people are and theyll come if given the opportunity, Lindley added in The Pueblo Chieftain interview. For many of these youths and their families, its the first time that they come to a nice facility and are treated with respect. And oftentimes, their needs are severe. Oftentimes, these youngsters are nineyearsold or so and seeing a dentist for the first time in their lives. n

Setting the Cornerstones of the Future

NASHVILLE, Tenn. Over the past few years, national publications have given Nashville high marks as one of the best places in the country to work and live. Expansion Management magazine has named Nashville one the countrys hottest cities for business relocations and expansions for the past three years, and for two

The Ryman Auditorium

NASHVILLE, Tenn. The storied Ryman Auditorium trademark was saved from cyberpirates operating from the Caribbean when the World Intellectual Property Organization (WIPO) overwhelmingly ruled in favor of trademark owner Gaylord Entertainment Companys rights to the internationally recognized name. Gaylord owns and operates the Ryman Auditorium and holds the U.S. trademark registration for the historic home of Nashvilles Grand Ole Opry. However, a company operating in the Federation of St. Kitts and Nevis registered the Internet domain name rymanauditorium.com and created a web site that directed users to ticket brokers unaffiliated with Gaylord or the Ryman Auditorium. On behalf of Gaylord, Waller Lansden filed a complaint in Geneva, Switzerland before WIPO alleging the domain name was registered in violation of the domain name registration rules established by the Internet Corporation for Assigned Names and Numbers (ICANN). In a 60+ page decision, WIPO ruled overwhelmingly in Gaylords favor supporting Gaylords longstanding trademark rights. The registrant of the domain name was required to surrender the domain name to Gaylord. Waller Lansden has assisted numerous companies and organizations in domain name proceedings, including the Tennessee Lottery, Handyman Connection, Hunt Brothers Pizza and Tractor Supply Co. n

years it has been ranked number one; Entrepreneur magazine listed Nashville as one the best locations for entrepreneurs; POLICOM, an independent economics research firm that analyzes local and state economies, rated the area the nations second strongest economy based on longterm growth and standard of living; Kiplingers Personal Finance ranked Nashville number one in its list of Top 50 Smart Places to Live; Forbes named the city one the 10 best places for business and careers in America. In March 2006, the U.S. Census Bureau reported that

three Middle Tennessee counties Williamson, Rutherford and Montgomery are among the nations 100 fastest growing. Not surprisingly, the arrival of new businesses, the expansion of existing companies and the influx of new residents has led to extensive new construction and development that spans the corporate, residential, retail and hospitality sectors. Waller Lansden is playing a key role in most of the highest profile projects currently under way in Nashville and Middle Tennessee. For development projects with a combined value exceeding $1.5

Signature Tower In 2006 Tony Giarratana of Giarratana Development LLC was profiled in a New York Times article detailing the growing demand for city living in Nashville. The attention was not surprising considering that Giarratana Development had just announced plans to follow the success of its 31story Viridian condominium highrise with Signature Tower. Like Viridian, Signature will offer new opportunities for downtown living only on an epic scale. At 70 stories high, Signature will be the tallest building in the Southeast, rivaled only by skyscrapers in

One Step Closer to Home

Continued From Page W1 began following the deaths of Dan and Margaret Maddox, who were benefactors of numerous charitable projects throughout Middle Tennessee. In 1968, the Maddoxes established the Maddox Foundation Trust to support philanthropic activities in the region. Dan and Margaret Maddox were killed in a boating accident while vacationing in Louisiana in January 1998. At the time, Costa was serving as a foundation trustee along with the Maddoxes stepgrandchild, Tommye Working Maddox. Concerned about the Foundations expenditures under Costa, Tommye Maddox resigned as a Foundation trustee in September 2000 and provided the factual information used by the State of Tennessee in the lawsuit against Costa. As a result of the lawsuit, the Tennessee Probate Court has appointed Tennesseebased Diversified Trust Company to replace Costa as the fiduciary managing the Maddox Foundation Trust. n

They really take client service to heartthey are very responsive.

A S SIS TA NT GENER A L C OUNSEL ,

Fortune 1000 Company

When BTI asked more than 240 corporate counsel to delineate the law firms that truly stand out for their innovative approach to delivering legal service, Waller Lansden was one of only 40 firms across the country recognized for its leadership in shaping the legal market.*

* 2006, BTI Market Movers: Law Firms Shaping the Legal Market

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U.S. District Court Dismisses Class Action, Orders Arbitration to Settle Disputes

Clarksville Negotiations Lead to Joint Venture and New Facility

CLARKSVILLE, Tenn. After six months of what was described in the local press as a long, contentious negotiation process, an agreement was reached in January 2006 that will ultimately lead to the construction of a new 270bed hospital in Clarksville, Tenn. With Clarksville Memorial General Hospital District on one side and Triad Hospitals, Inc. and Gateway Hospital System on the other, the negotiations focused on Gateway Medical Center, a 51yearold hospital located in Clarksville. Eight years earlier, the hospital had been transferred by the Hospital District via a longterm lease to Gateway Hospital System, a nonprofit corporation. In 2005, Triad and Gateway sought to form a joint venture for operating the existing hospital and ultimately constructing a replacement hospital in Clarksville. As originally structured, the proceeds and benefits of the joint venture would flow directly to Gateway Hospital System. The Hospital District objected to the proposed arrangement, however, citing two key issues. First, the terms of Gateways lease stated that if the nonprofit organization no longer operated the hospital, ownership of the facility would revert to the Hospital District. Second, Gateway would have no public accountability for the use of the proceeds of the joint venture.

Star Transportation on the Road to Success

NASHVILLE, Tenn. Star Transportation, Inc. was acquired by Covenant Transport, Inc. in September 2006 for $40 million in cash plus the assumption of an estimated $42 million in existing debt. Covenant views the acquisition as a key element in strengthening its regional presence. Star Transportation, familyowned and operated since 1980, is a shorttomedium haul truckload Chief Executive Officer of Star Transportation, has agreed to consult on transition issues through September 2007. We couldnt be more pleased to be joining Covenant Transport, Franklin said. My family has every confidence that Jim Brower and his team at Star will continue to produce great results, and that under the Covenant umbrella, Star will achieve even greater success.

UPS: Right from the Beginning

CHATTANOOGA, Tenn. In March 2000, a group of 22 employees in UPSs Chattanooga, Tenn. facility filed a petition containing allegations of discrimination and unfairness. UPS was very concerned about the allegations, especially given its longstanding commitment to diversity. Every year for the past seven years, Fortune magazine has ranked the company as one of the 50 Best Companies for Minorities. The company web site notes that among its 63,000 U.S. managers, minorities hold nearly 30 percent of those executive positions. Faced with the potential for negative publicity and the threat of a large and divisive lawsuit, some companies would have settled at any cost. With help from Waller Lansden, UPS investigated the employees complaints contained in the petition. The company concluded that the allegations had no merit and that its managers had not discriminated against the employees. As a result of the companys proactive approach, nearly twothirds of the 22 employees chose not to pursue the matter further. The remaining employees, however, chose to file charges against the company with the Equal Employment Opportunity Commission. The EEOC promptly dismissed the charges in UPSs favor, confirming the companys earlier conclusion that the allegations of discrimination lacked merit. Undeterred by the EEOCs ruling, the employees filed suit in federal court. In spite of the uncertainty of trial litigation, UPS made the commitment to stand on principle and defend its reputation. A team of Waller Lansden attorneys was assembled to manage the challenges created by multiple plaintiffs and the complexities of their allegations. In 2002, seven plaintiffs went to trial. After 15 days of heated testimony, the results of UPSs original internal investigation again were confirmed when the court and jury ruled in the companys favor on all claims of discrimination. Two of the seven plaintiffs whose cases were dismissed by the court without going to the jury did not give up and appealed the courts dismissal. The Court of Appeals ruled that they were entitled to a new trial; in 2006 a second jury trial was held. UPSs sixyear battle concluded when the jury ruled that not only was the court right to dismiss the cases, but UPS was right from the very beginning that there had been no discrimination. n

SIGNATURE TOWER

New York and Chicago. Signature Tower will feature the worldclass Hotel Palomar , a restaurant, shops, spa, fitness center and 435 luxury condominiums. Completion is slated for 2010. Encore Giarratana Developments Encore is located at Third Avenue South and Demonbreun Street, near Nashvilles new stateoftheart Schermerhorn Symphony Center. Developed in partnership with Novare Group, Encore is the first condominium tower to break ground in the citys SoBro district, the area south of Broadway. A 20story tower featuring 333 condominium units and street level retail, Encore is expected to be completed in Spring 2008. Hampton Inn & Suites Downtown Also in the SoBro district, MR Hotels, LLC is building a sixstory Hampton Inn & Suites Downtown. The hotel will provide more than 150 guest rooms, underground parking, an indoor pool, and meeting and conference facilities. It also will offer convenient access to the nearby Schermerhorn Symphony Center, the Country Music Hall of Fame and Museum and the Gaylord Entertainment Center. Completion is expected in mid2007. Belle Meade Town Center Giarratana Development and PGM Properties are redeveloping the historic Belle Meade Theater in a project that will highlight the longtime Harding Road landmark in West Nashville. The project will include a 57,000 square foot Harris Teeter Grocery, a 16,500 square foot gallery of specialty retailers, a restaurant and 54 luxury apartments.

Belle Meade Court Being developed by Giarratana Development in partnership with Atlantabased Newport Development, this project features 65 luxury condominiums. The project is being developed across Ridgefield Way, a new street being developed as part of the Belle Meade Town Center development. 5th & Main Developed by Affordable Housing Resources, Nashvilles oldest nonprofit housing organization, 5th & Main is a mixedincome, mixed use project located in East Nashville. Phase one of the project will feature approximately 130 residential units, including lofts, flats and townhomes and is expected to be completed in Spring 2008. In addition, phase one of 5th & Main will include more than 30,000 square feet of commercial space. With structured underground parking, 5th & Main will be almost carless and highlighted by pedestrianfriendly boulevards and residential streets mixed with courtyards and plazas. One of the first and largest mixeduse developments in the area, 5th & Main has been hailed by the community as a gateway into East Nashville. Hill Center Nashvillebased H.G. Hill Realty Company, LLC is developing the new $70 million Hill Center at Green Hills, a mixeduse lifestyle center that will combine retail, dining and office facilities. The Hillsboro Road project will include nearly 60,000 square feet of multistore retail space, underground parking and office space. The Hill Center also will feature retailers Whole Foods Markets, Anthropologie, west elm

and Merrell opening their first Tennessee locations and Swoozies and Francescas Collection opening their first Nashville stores. McEwen Place Town Center Located on more than 90 acres in the center of the Cool Springs commercial, retail and residential district in Franklin, Tenn., McEwen Place is a mixeduse community currently under development by Southern Land Company, LLC. The neighborhood will offer more than 900 townhomes, condominiums and apartments, integrated with more than one million square feet of office and retail space. The first phase of McEwens multifamily and singlefamily units will begin this summer, with retail and commercial phases to follow. 100 Oaks Mall The renovation of Nashvilles oldest shopping mall is the latest project for the Dallasbased development team of Corinth Properties and ATR & Associates. 100 Oaks will be updated and upgraded as a mixeduse development that will include retail and office offerings. The Westin Downtown An underutilized and mostly vacant block on Nashvilles lower Broadway between Second and Third Avenues will be restored and redeveloped by Starwood Hotels & Resorts Westin Hotel. The $125 million project will feature 375 hotel rooms, 48 luxury condominiums and a restored historic street front. The projects development partners The Barber Group of Springdale, Ark. and Denverbased Sage Hospitality Resources anticipate completion in late 2009. n

100 OAKS MALL

BIRMINGHAM, Ala. In August 2006, a class action lawsuit filed against AmSouth Bank in the U.S. District Court for the Northern District of Alabama was dismissed. The customer who filed the class action was ordered to resolve her dispute in an individual arbitration with the bank. The decision by United States District Judge R. David Proctor confirmed that arbitration provisions contained in agreements between banks and their customers are enforceable, even when, as in this case, the arbitration provisions eliminate the option of class actions. The attempted class action evolved from a dispute between AmSouth and Wanda Tishaw. According to court documents, in July 2005 the bank placed a twoweek hold on Tishaws checking account after receiving garnishment orders from the District Court of DeKalb County, Ala. Tishaw used the account primarily to deposit Social Security benefits. During the twoweek hold, Tishaws account was charged approximately $300 for insufficient funds and other bank fees, part of which AmSouth refunded to Tishaw when the garnishment was later removed by the state court. Tishaw filed her federal court complaint against AmSouth in May 2006, seeking restitution and damages from the bank related to the twoweek hold. Tishaws attorneys sought to have the case certified as a class action on behalf of all AmSouth customers whose government benefits had been subjected to garnishment. Tishaws team of lawyers claimed that without a class action the disputes could never be litigated. Tishaws attorneys informed the court that they anticipated expending more than $400,000 in prosecuting the class action. Representing AmSouth, attorneys from Waller Lansden filed a motion to dismiss the class action. In August Judge Proctor ruled in favor of AmSouth, dismissed the class action and ordered Tishaw to take her individual claims to arbitration. Judge Proctors decision to end the suit early saved AmSouth hundreds of thousands of dollars in litigation expenses. More importantly, it established an important precedent that should preclude future class action suits against AmSouth and other banks that have similar provisions in their customer agreements. AmSouth Bancorporation, the parent company of AmSouth Bank, merged with Regions Financial Corp. in November 2006. n

We sought out Star because of its proven record of growth and profitability in regional markets, its talented management team led by Jim Brower, the quality and integrity of the founding family, and its reputation for safe, ontime customer service.
carrier based in Nashville and operating primarily in the Southeast. Covenant is a publicly traded truckload carrier based in Chattanooga that provides justintime and other premium transportation services to customers throughout the United States. In a statement following the acquisition, David R. Parker, Covenants Chairman, President and Chief Executive Officer said, We sought out Star because of its proven record of growth and profitability in regional markets, its talented management team led by Jim Brower, the quality and integrity of the founding family, and its reputation for safe, ontime customer service. Brower, a 20year Star veteran and its current president, and his staff will remain in place to run operations. In addition, Beth Franklin, Following Covenants acquisition, Star is expected to operate as a separate subsidiary. Registered to operate in the continental 48 states and Canada, Stars primary lanes are east of Dallas and across the Southeast to Virginia. The company is ISO 9000 certified and has received transportation service awards from companies such as Dell Computer, DuPont, General Motors, Nissan, Nike and KimberlyClark. Star Transportation, Inc. was represented in the transaction by Waller Lansden. In addition to assisting with the acquisition, the firm provided strategic tax planning services to family shareholders. This transaction would not have happened, but for the support and assistance of Waller Lansden, Franklin said. n

This nonprofit organization will participate in activities to support the general health of residents of Clarksville, Montgomery County and northern Middle Tennessee counties.
Represented in the negotiations by Waller Lansden, the Hospital District reached an agreement with Triad and Gateway that allowed them to form an 80/20 joint venture to operate the current hospital, with plans to construct a new hospital in Clarksville in the future. Additionally, revenue from the joint venture and the eventual sale of the existing hospital will go to the newly formed ClarksvilleMontgomery County Community Health Foundation. This nonprofit organization will participate in activities to support the general health of residents of Clarksville, Montgomery County and northern Middle Tennessee counties. The Foundations 13member, publicly appointed Board of Directors will include the Mayor of Clarksville and the Montgomery County Mayor. n

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Converting Debt To Equity, Intrepid Emerges Strong

EDINA, Minn. Business bankruptcies in the United States number in the tens of thousands each year. The companies range from local startups to national heavyweights, and the reasons behind the bankruptcies are as varied as the companies involved. While many of these companies unfortunately never regain their financial footing, some manage to reorganize and emerge successfully from bankruptcy. In 2004, Intrepid USA filed the largest home healthcare bankruptcy in the United States. What follows is a sequential recounting of the factors that led Intrepid into financial trouble and eventually resulted in emergence from bankruptcy in 2006: p August 2003 DVI Business Credit Corporation, DVI Financial Services, Inc. and corporate parent DVI, Inc. file for bankruptcy protection in the state of Delaware. The companies provide assetbacked financing to healthcare service companies and serve as Intrepids primary lenders. p October 2003 Former Intrepid employees a compliance specialist and operations executive initiate a federal False Claims Act qui tam whistleblower lawsuit alleging that Intrepid falsely billed home health services to Medicare and/or Medicaid. p January 2004 Intrepid files for Chapter 11 reorganization in U.S. Bankruptcy Court for the District of Minnesota. In a press release, Intrepids bankruptcy counsel states that the companys bankruptcy filing is necessary to maintain operations while it works to free itself from its entanglements with DVI. At the time of its Chapter 11 filing, Intrepids operations covered 30 states with estimated revenues exceeding $220 million. p March 2004 Intrepid management hires a financial consulting firm to lead the companys restructuring efforts. p April 2004 With approval from the U.S. Bankruptcy Court for the District of Minnesota, CapitalSource Finance LLC, a leading middle market finance company with healthcare expertise, provides an interim debtorinpossession (DIP) loan. The loan enables Intrepid to maintain operations during Chapter 11 restructuring. p CapitalSource Servicing LLC is hired as special servicer for three creditors holding senior notes. August 2005 Waller Lansden is engaged to represent CapitalSource Servicing on behalf of the claims of the three noteholders. In a strategic meeting at Waller Lansdens offices in Nashville, Alvarez & Marsal, a leading turnaround specialist, is hired to develop a strategic direction for Intrepid. September 2005 Holders of the senior secured notes direct Waller Lansden to file a creditorsponsored plan for Intrepid. October 2005 Waller Lansden files a reorganization plan with the U.S. Bankruptcy Court for the District of Minnesota on behalf of the holders of the senior secured notes. Under the plan, the companys debt will be converted to equity, and holders of senior secured notes will own 95 percent of Intrepids equity. In the plan, claims brought under the False Claims Act related to Medicare and Medicaid are settled with the U.S. Department of Justice. January 2006 The U.S. Bankruptcy Court for the District of Minnesota confirms the reorganization plan proposed by the holders of the senior secured notes. At the hearing, the reorganization plan filed is supported by the owner of the equity in Intrepid and Intrepid itself. p February 2006 Intrepid emerges from bankruptcy, fully repays the DIP loan provided by CapitalSource Finance LLC during its bankruptcy, converts the senior secured noteholders into 95 percent of the equity in the newly reorganized Intrepid, and makes a meaningful distribution (greater than 75 percent of their claims) to unsecured creditors. The U.S. government receives $8 million in settlement of the claims under the False Claims Act related to Medicare and Medicaid. Today, Intrepid USA Healthcare Services provides home health services through offices in 20 states. In addition, the company provides supplemental staffing, independent living, assisted living and rehabilitation services. n

Acquisition Benefits Cancer Patients

BRENTWOOD, Tenn. Protherics PLC (LSE: PTI; Nasdaq: PTIL), an international biopharmaceutical company, acquired MacroMed, Inc. in an allstock transaction valued at $25 million. MacroMed was a privately held drug development and manufacturing company based in Utah. The key component of the acquisition is MacroMeds lead product, OncoGel, a sustainedrelease formulation of the drug paclitaxel that the company is developing for treating esophageal and brain cancer through local administration. With the acquisition, Protherics now has four cancer products in development. The companys lead oncology product, Voraxaze, is currently in preregistration in the United States and the European Union. Voraxaze is a biological product designed to treat cancer patients experiencing, or at risk of, toxicity from methotrexate (MTX),

a drug commonly used in cancer treatments that can produce serious toxic side effects if patients are exposed to high concentrations for prolonged periods. Prolarix, a targeted cancer therapy for the treatment of primary liver cancer and other select tumors, and acadesine, a novel selective therapy for the treatment of Bcell chronic lymphocytic leukemia, are both in early stage clinical trials. The MacroMed acquisition is part of Protherics strategic focus on developing, manufacturing and marketing specialist critical care and cancer products. MacroMed was founded in 1995 by Dr. Sung Wan Kim, a professor at the University of Utah, and focuses its development efforts on creating new formulations of existing drugs. Protherics is currently completing MacroMeds study of OncoGel for treating esophageal cancer and has recently begun clinical trials for use of the product in the local treatment of brain cancer. MacroMed will continue to operate out of its existing facilities near Salt Lake City. Protherics is based in London with U.S. operations headquartered in Tennessee. Waller Lansden represented Protherics in the MacroMed acquisition. n

Built Ford Tough

HCA Building to Serve Rapidly Growing Community

growth. The citys population more than doubled in the past five years; HCA projects more than 45,000 residents by 2010. HCA plans to build the hospital within Spring Hill city limits near the corner of Kedron Road and Saturn Parkway. The two existing hospitals in the area for emergency and inpatient care are approximately 15 miles from Spring Hill in the cities of Franklin and Columbia. The property for Spring Hill Hospital was purchased from Peter and Rita Jenkins. Peter Jenkins is the author of the bestselling A Walk Across America and other travel and adventure books.

A jury in Bristow, Okla. rejected claims against Ford Motor Company in a lawsuit accusing the automaker of transmission design flaws that allegedly resulted in an accident and injuries. The plaintiff in the suit was Vickie Guyer, the wife of the police chief of nearby Drumright, Okla. and an owner of a daycare center. Guyer claimed that the 2001 Ford Windstar van she was using to transport children suddenly shifted from park to reverse after she got out of the van to close one of the vehicles doors. She was knocked down and run over by the left front tire, causing serious spinal injuries. The van, still occupied by children from the plaintiffs daycare center, then rolled into traffic and struck a moving vehicle and a parked car before coming to a stop. An expert witness testifying on Guyers behalf claimed that the design of the automatic transmission system allowed Guyer to place the vehicle inadvertently in false park from which the vehicle slipped into reverse. The plaintiffs expert also stated that Ford could have incorporated a design that would have prevented the plaintiff from placing the transmission in false

park and could have equipped the vehicle with an audible warning to alert the plaintiff that the vehicle was not in park. Ford maintained that Guyer failed to put the van in park before she got out of the vehicle because she was distracted by talking on her cellular telephone and by the five children in the vehicle. The defense offered a witness who testified that one of the children in the van stated that Guyer put the vehicle in reverse and forgot to place the gearshift back in park before exiting the vehicle to retrieve something inside the adjacent building. The defense also contended that the accident would not have occurred had the plaintiff simply turned the engine off and removed the key from the ignition or set the parking brake before getting out of the van. In his closing argument, Guyers attorney requested a verdict of at least $6 million. He claimed the figure equaled a percentage of what the automaker has paid throughout the years to the employer of one of the expert witnesses who testified in the trial. After brief deliberations, the jury returned a defense verdict for Ford, who was represented by Waller Lansden in the matter. n

Represented by

The property for Spring Hill Hospital was

SPRING HILL, Tenn. The construction of a new $100 million hospital in Spring Hill, Tenn. by HCA Inc.s TriStar Health System was approved in July 2006 by The Tennessee Health Services and Development Agency by a 71 vote. The 56bed Spring Hill Hospital will serve the rapidly growing area 30 miles south of Nashville. The project received considerable support from both city leaders and the public; more than 10,000 of the citys approximately 25,000 residents signed a petition supporting construction of the new hospital. Opposition came from two existing facilities in the area that sought to have the hospital's Certificate of Need revoked. At an appeal hearing in April, however, Administrative Judge Leonard Pogue ruled in favor of Spring Hill Hospital and denied the opponents' motion for summary judgment. HCA based its decision to build the hospital on Spring Hills rapid

purchased from Peter and Rita Jenkins. Peter Jenkins is the author of the bestselling A Walk Across America and other travel and adventure books.
Waller Lansden served as real estate counsel to HCA in its acquisition of the Jenkins property in July 2006. Additionally, the firm assisted the company and the City of Spring Hill with a public awareness campaign for the project, rewriting city ordinances to allow for zoning approval and negotiating and drafting a third party agreement to provide ambulance service to the new hospital. n

Closed ten transactions in 2006 with aggregate commitments of $192,500,000.

Buy and Build Business Model Benefits Hospice Patients

NASHVILLE, Tenn. Led by healthcare industry veteran Jim Deal, CLP Healthcare Services, Inc. established itself among the nations leading hospice companies with two notable acquisitions in 2006. The Nashvillebased company was formed as a result of a collaboration between Deal and Chicagobased private equity firm Thoma Cressey Bravo. In July, CLP raised its initial equity and acquired RTA Hospice Inc., which provides hospice and palliative care in four locations throughout Arizona. In December, CLP followed the RTA purchase by acquiring Community Hospices of America (CHA), which operates 25 hospice facilities in nine states.

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| N A S H V I L L E | L O SA N G E L E S | B I R M I N G H A M |

Purchasing CHA so soon after its initial RTA acquisition quickened the pace of CLPs growth. Seizing the unexpected opportunity, however, fit perfectly with the buy and build approach of CLPs private equity partner. Thoma Cressey Bravo has invested more than $2 billion in equity from a series of eight private equity funds in a limited number of companies led by executives that combine industry knowledge and experience. Thoma Cressey Bravo is active in industry sectors ranging from healthcare and software to distribution and education and has historically sought to create value through the strategic use of acquisitions to accelerate business growth. Waller Lansden represented Thoma Cressey Bravo and CLP in the transactions. Deal, CEO of CLP Healthcare Services, Inc., has more than 30years experience in the healthcare industry. He currently serves on the board of directors of AmSurg Corp. (Nasdaq: AMSG) and was previously the chairman and CEO of Inspiris, Inc., a healthcare management company that provides acute, postacute, custodial and hospicecare programs to senior citizens. n

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PEOPLE IN THE NEWS

Partners Who Joined the Firm
William K. Koska joined the Nashville office and practices environmental law, including toxic tort litigation, environmental litigation and regulatory counseling. His practice focuses on representing corporations in mass tort litigation with emphasis on land use and condemnation matters, as well as ground and surface water contamination issues. Prior to joining Waller Lansden, Mr. Koska was a partner at Haight, Brown & Bonesteel LLP in Los Angeles for 23 years and a partner at Bacalski, Koska & Ottoson, LLP in San Diego for 10 years. He received his B.S. in Business Administration in 1968 from the University of Florida. Mr. Koska earned his J.D. in 1971 from the University of Arizona. Sheila W. Sawyer joined the Nashville office and focuses her practice on white collar criminal defense and complex civil litigation. Ms. Sawyer has successfully represented corporations, officers, directors and other individuals in a wide variety of criminal, civil and regulatory investigations and proceedings. Prior to joining Waller Lansden, Ms. Sawyer was a partner in the Boston office of Foley Hoag, LLP, where she was a member of the firms Business Crimes and Government Investigations Group. From 1992 to 2001, Ms. Sawyer served as Assistant U.S. Attorney with the U.S. Attorneys Office for the District of Massachusetts. She received her B.A., magna cum laude, in 1985 from Cornell University. She earned her J.D. in 1988 from Fordham University.

Associates Named Partner

New Associates

Paul A. Gontarek has been with Waller Lansden since 2003. He practices in the area of trial and appellate law. Prior to joining Waller Lansden, Mr. Gontarek was an associate with Gideon, Wiseman, PLC. He received his B.B.A. in 1996 from Baylor University and earned his J.D. in 1999 from Vanderbilt University.

Robert F. Chapski is an associate in the Nashville office and practices in the area of trial and appellate law, with a concentration in the areas of tort, products liability and commercial litigation. He earned his B.A., summa cum laude, in 1999 from the University of Notre Dame. In 2002, he earned his J.D., summa cum laude, from the University of Tennessee. Mr. Chapski previously practiced as an associate at Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in Knoxville, Tenn.

Spruell Driver, Jr. is an associate in the Nashville office. His practice is focused primarily on commercial real estate and secured loan transactions involving banks and financial institutions. Mr. Driver represents clients in a broad variety of commercial real estate transactions, including acquiring, selling, developing and leasing real property. He earned his B.S. in Industrial Engineering, with high honors, in 1987 from the University of Tennessee. He received his J.D. in 1991 from Duke University. Mr. Driver is a member of the University of Tennessee Board of Trustees, where he serves as a member of the Audit and Governance Committees. He is a former President of the UT National Alumni Association and former National Chair of the UT Annual Giving Program. Mr. Driver previously practiced at Miller & Martin PLLC in Nashville, Tenn.

Monica P. Acker is an associate in the Nashville office and practices in the area of real estate. She earned her J.D. in 2006 from Vanderbilt University and B.A. and B.S. degrees in 2002 from Indiana University.

Lance P. Bridgesmith has been with Waller Lansden since 1999. He practices in the area of corporate and commercial transactions. Mr. Bridgesmith received his B.A., summa cum laude, in 1995 from Abilene Christian University. He earned his J.D., cum laude, in 1999 from Pepperdine University.

J. Randolph Bibb, Jr. joined the Nashville office and is listed in The Best Lawyers in America (Woodward White Inc.) for his work in business litigation. Mr. Bibb has more than 25 years of experience defending manufacturers and sellers in product liability and toxic tort litigation. Prior to joining Waller Lansden, he was a shareholder with Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in Nashville, Tenn. Mr. Bibb earned his B.A., summa cum laude, in 1977 and his J.D. in 1981, both from Vanderbilt University.

John P. Krimmel Jonathan L. Brophy has been with Waller Lansden since 2003. He focuses his practice on trial and appellate law, with an emphasis on complex commercial litigation and healthcare litigation. Before joining Waller Lansden, Mr. Krimmel was an associate with Stinson, Mag & Fizzell, P.C., in Kansas City, Mo. He received his B.A. in 1994 from the University of Tennessee. Mr. Krimmel earned his J.D. in 1997 from Washington University, where he graduated Order of the Coif. is an associate in the Los Angeles office and practices in the area of trial and appellate litigation. Mr. Brophy earned his J.D., magna cum laude, in 2006 from Southwestern University and his B.A. in 1998 from McGill University.

Michelle E. Coburn is an associate in the Nashville office and practices in the area of labor and employment law. Prior to joining the firm, Ms. Coburn was an associate with the Dallas, Texas, firm of Thompson, Coe, Cousins & Irons, LLP and the Nashvillebased King & Ballow Law Offices. Ms. Coburn received her B.S. in 1992 in Business Administration with a Human Resources concentration from Washington University. She worked in the field of human resources for three years before attending law school and earning her J.D. in 1999 from Southern Methodist University.

Jason D. Fisher has been with Waller Lansden since 1999. He focuses his practice in the areas of labor and employment law, antitrust and ERISA litigation. Mr. Fisher earned his B.B.A., magna cum laude, in 1995 from Oglethorpe University. He received his J.D., with high honors, in 1999 from Emory University, where he graduated Order of the Coif.

Lea Carol Owen joined the Nashville office and focuses her practice on complex civil litigation, representing clients before federal and state courts at the trial and appellate levels. In 2005, she was trial counsel to a coalition of safetynet hospitals and other healthcare providers in the Grier and Rosen cases, class actions that shaped the preservation of TennCare. Prior to joining Waller Lansden, Ms. Owen practiced law at Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in Nashville, Tenn. She earned her B.A. from Yale University and her J.D. from Vanderbilt University. From 1998 to 2000, Ms. Owen served as a Law Clerk to the Honorable Robert L. Echols, Chief Judge, United States District Court for the Middle District of Tennessee.

Paul G. Summers joined the Nashville office and practices in the area of trial and appellate litigation. Prior to joining the firm, he served as Attorney General of the State of Tennessee for eight years . As Attorney General, he led a staff of 340, including 170 attorneys, in all civil litigation and criminal appellate litigation before state and federal courts. General Summers successfully argued the death penalty case of Rahman v. Bell (2002) before the United States Supreme Court. Prior to becoming Attorney General, he served as Judge of the Tennessee Court of Criminal Appeals. General Summers was elected twice as District Attorney General in the multicounty 25th Judicial District of Tennessee. He received his B.S., with honors, in 1972 from Mississippi State University and his J.D., with honors, in 1974 from the University of Tennessee. General Summers graduated from the U.S. Army Command and General Staff College in 1986, with honors. He served in the Air Force, Army, or Army National Guard for more than 30 years. In 1985 he was reassigned to the U. S. Army Retired Reserve with the rank of Colonel (06).

William T. Fiala is an associate in the Nashville office and focuses his practice on labor and employment law. Mr. Fiala earned his B.S. in 1997 from Middle Tennessee State University and his J.D. in 2003 from the University of Memphis. Prior to joining Waller Lansden, he was an associate with the Memphis, Tenn. law firm of Lewis Fisher Henderson Claxton & Mulroy, LLP.

Terri Wagner Cammarano joined the Los Angeles office and focuses her practice on corporate and transactional matters and tax law, particularly in the healthcare sector. Her experience includes representing public and private companies and nonprofit enterprises in a wide range of business matters, including mergers and acquisitions, reorganizations, divestitures, financing transactions (commercial and taxexempt), partnerships and joint ventures, turnaround initiatives, strategic expansions, venture capital, leasing and real estate, executive compensation, benefits and payroll tax matters. Prior to joining Waller Lansden, Ms. Cammarano was a partner at Foley & Lardner, LLP where she led the firms California tax practice. She received her B.A. with honors, from California State University, and her J.D. and LL.M. in Taxation from Loyola Law School, Los Angeles.

Kelly Caissie is an associate in the Nashville office and practices in the areas of estate planning and taxation. She earned her B.A. in 2002 from American University and her J.D. in 2005 from Vanderbilt University. In 2006, Ms. Caissie received her LL.M. in Estate Planning from the University of Miami.

Cabot W. Hyde has been with Waller Lansden since 1999. He concentrates his practice on corporate and transactional law. Mr. Hyde received his B.A. in 1995 from the University of Georgia. He earned his J.D., cum laude, in 1999 from the University of Mississippi.

Manisha S. Desai is an associate in the Nashville office and practices in the area of trial and appellate litigation. She earned her J.D., cum laude, in 2001 from Cornell University and her B.A., summa cum laude, in 1997 from the University of Louisville. Sneha Channabasappa is an associate in the Nashville office and practices in the area of labor and employment law. She earned her J.D. in 2004 from the University of Tennessee and her B.S. in 1998 from Tufts University. Ms. Channabasappa previously practiced as an associate at Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in Knoxville, Tenn.

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Shayla R. Fletcher is an associate in the Birmingham office and practices in the area of trial and appellate litigation. Ms. Fletcher earned her B.A., cum laude, in 2001 from the University of Alabama and her J.D. in 2004 from the University of Virginia. She previously practiced as an associate with Walston Wells Anderson & Birchall, LLP in Birmingham, Ala.

Jon Parker Gaston is an associate in the Nashville office and practices in the area of taxation. He earned his B.B.A. in 2000 from Emory University. He earned his M.B.A. and his J.D., cum laude, in 2004 from Samford University and his LL.M. in Taxation in 2005 from Georgetown University. Mr. Gaston previously worked as an Associate with PricewaterhouseCoopers, LLP in Birmingham, Ala.

Lesli A. Love is an associate in the Nashville office and practices in the area of healthcare law. She earned her B.S., summa cum laude, in 1999 and her J.D., cum laude, in 2006 from the University of Tennessee. Before entering law school, Love worked as an account executive with McNeely Pigott & Fox Public Relations in Nashville, Tenn.

Justin Ford McNaughton is an associate in the Nashville office and practices in the area of intellectual property. He earned his B.S. in 2001 from Brigham Young University and his J.D. in 2004 from Washington University. Mr. McNaughton served as a Law Clerk to the Honorable William Ray Price, Jr. of the Supreme Court of Missouri from 2004 to 2006.

Mitch Porcello is an associate in the Nashville office and practices in the area of trial and appellate litigation. Mr. Porcello earned his B.A., magna cum laude, in 1998 and his J.D. in 2002 from Vanderbilt University. He previously practiced as an associate with the Washington, D.C. firm of Hogan & Hartson, LLP.

Rhonda A. Scott is an associate in the Nashville office and practices in the area of trial and appellate litigation. She earned her B.A. in 1994 from the University of Virginia and her J.D. in 1998 from Indiana University. Ms. Scott served as a Law Clerk to the Honorable William J. Haynes, Jr., Magistrate Judge and United States District Judge for the U.S. District Court for the Middle District of Tennessee. Prior to joining Waller Lansden, Ms. Scott was an Assistant Corporation Counsel with the City of Chicago Department of Law.

Katie Stenberg is an associate in the Nashville office and practices in the areas of corporate restructuring, creditors rights, commercial transactions and commercial litigation. She earned her B.A. in 1998 from the University of Nevada and her J.D. in 2002 from the University of Cincinnati. Ms. Stenberg began her legal career with Waller Lansden in 2002 and then served as corporate counsel for the GE Aviation business unit of the General Electric Company before returning to the firm.

Kristine M. West is an associate in the Nashville office and practices in the area of corporate transactions. She earned her B.A. in 2000 from Princeton University and her J.D. in 2006 from the University of Tennessee.

Tonya L. Williams is an associate in the Nashville office and practices in the area of commercial real estate. She earned her B.A. in 1995 from Berea College and her J.D., cum laude, in 1998 from the University of Tennessee. Ms. Williams previously practiced as an associate with Manier & Herod in Nashville, Tenn. Prior to practicing at Manier and Herod, Ms. Williams served as a Law Clerk for the Honorable Judge Ben H. Cantrell of the Tennessee Court of Appeals and the Honorable Judge John H. Peay of the Tennessee Court of Criminal Appeals.

Samuel A. Reed Michael A. Gardner is an associate in the Nashville office and practices in the area of trial and appellate litigation. He earned his J.D. in 2006 from Vanderbilt University and his B.A. in 2002 from Duke University. Mr. Gardner previously worked as Investment Management Analyst with Morgan, Lewis & Bockius LLP, Washington, D.C. Crista A. Harwood is an associate in the Nashville office and focuses her practice on corporate transactions. Ms. Harwood earned her B.S. in Industrial Engineering in 1987 from the GMI Engineering and Management Institute and her M.B.A. in 1991 from Michigan State University. She earned her J.D. in 2006 from Vanderbilt University. Sarah C. McBride is an associate in the Nashville office and practices in the area of trial and appellate litigation. She earned her B.A. in 1996 from Mississippi State University and her J.D. in 2001 from Samford University. Ms. McBride is a former Assistant Attorney General for the State of Tennessee. She also practiced as an associate at Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in Nashville, Tenn. Matthew G. Noggle is an associate in the Nashville office and practices in the area of real estate. He earned his B.S., summa cum laude, in 2002 from The Ohio State University and his J.D., with honors, in 2006 from Emory University. is an associate in the Nashville office and practices in the area of intellectual property. He earned his B.A. in 2001 from the University of Miami, his J.D. in 2005 from the University of Tennessee, and his LL.M. in Intellectual Property in 2006 from the Benjamin N. Cardozo School of Law at Yeshiva University.

David P. Tieman Jason J. Shields is an associate in the Nashville office and practices in the area of corporate transactions. He earned his B.S., cum laude, in 2002 and his M.Ed., cum laude, in 2003 from Vanderbilt University. Mr. Shields received his J.D. in 2006 from the University of Mississippi. is an associate in the Nashville office and practices in the area of taxation. He earned his B.S. in Economics, magna cum laude, in 1997 from the University of Tennessee, his J.D., cum laude, in 2001 from the University of Memphis and his LL.M. in Taxation in 2006 from New York University. Mr. Tieman previously practiced as an associate with Husch & Eppenberger, LLC in Chattanooga, Tenn.

Sarah Ananda Perry Michael J. Rusie Erica K. Garrison is an associate in the Nashville office and practices in the area of regulatory law. Prior to joining Waller Lansden, Ms. Garrison was an associate attorney with the Metropolitan Department of Law in Nashville, Tenn. where she provided counsel to the Historic Zoning Commission, the Metropolitan Nashville Public Schools and the Division of Public Property Administration on a wide range of legal issues. She earned her B.A. from DePauw University in 2001. She received her J.D. in 2004 from the University of Notre Dame. Heather J. Hubbard is an associate in the Nashville office and practices in the areas of trial and appellate litigation and intellectual property. She earned her J.D. in 2004 from Vanderbilt University and her B.A., summa cum laude, in 2001 from the University of Louisville. Ms. Hubbard previously practiced as an Associate with Hall, Booth, Smith & Slover, P.C., in Nashville, Tenn. Matthew W. McInteer is an associate in the Nashville office and practices in the area of trial and appellate litigation. He earned his B.S. in 1999 from Lipscomb University and his J.D. in 2003 from Vanderbilt University. Mr. McInteer previously practiced as an associate with Todd, Floyd & Hammet, PLC in Nashville, Tenn. is an associate in the Los Angeles office and practices in the area of trial and appellate litigation. Ms. Perry earned her B.A. in 2000 from the University of California, Los Angeles and her J.D. in 2004 from Arizona State University. She previously practiced in Phoenix as an associate with Snell & Wilmer, LLP and the Grimwood Law Firm. is an associate in the Nashville office and practices in the area of labor and employment law. Mr. Rusie earned his B.A. in 1999 from DePauw University and his J.D. in 2002 from Washington University. Previously, he was an associate with Vorys, Sater, Seymour and Pease LLP in Columbus, Ohio.

Nancy W. Stabell is an associate in the Nashville office and practices in the area of corporate transactions. She earned her B.B.A. in 1992 and her MBA in 1996 from the University of Mississippi. She received her J.D. in 1999 from the University of Tennessee. Prior to joining Waller Lansden, Ms. Stabell was a senior associate with Frost Brown Todd, LLC in Nashville, Tenn.

Allison G. Vasquez is an associate in the Los Angeles office and practices in the area of trial and appellate litigation. Ms. Vasquez earned her B.A. in 1997 from the University of California, Los Angeles and her J.D. in 2000 from the ChicagoKent College of Law, Illinois Institute of Technology. She previously practiced as an associate with Manning & Marder, Kass, Ellrod, Ramirez, LLP in Los Angeles.

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WEBELIEVE OURCLIENTS ARETHEBEST

WedLikeToThankThemFor BelievingWeAreToo.
When Fortune 1000 companies were asked to name the best law firms across the country for superior client service, only one in Tennessee made the list* - Waller Lansden Dortch & Davis. Were proud to be associated with an elite group of service-oriented law firms. Thanks to our great clients for this recognition. Its an honor to serve you.

NA SHVILLE 511 Union Street Suite 2700 Nashville, TN 37219 (615) 244 6380

LOS ANGELES 520 South Grand Avenue Suite 800 Los Angeles, CA 90071 (213) 362 3680

BIRMINGHAM 1901 Sixth Avenue North Suite 1400 Birmingham, AL 35203 (205) 214 6380

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*2006 BTI Consulting Survey of Client Service Performance for Law Firms: The BTI Client Service A-Team