Wyoming

Casper Office 123 West First Street, Suite 200 Casper, Wyoming 82601-2480 Telephone: (307) 232-0222 Fax: (307) 232-0077 Securities, Corporate Finance and Business Clients of our Securities, Corporate Finance and Business Practice Group include all types and sizes of organizations and individuals. We represent closely held local businesses and public multinational corporations. Often, we start by assisting clients in selecting the correct organizational structure and developing appropriate agreements among investors. Since financing is a significant element in any organization's ongoing success, clients rely on our experience with diverse financing options, including public offerings and private placements of debt and equity, venture capital transactions, and leveraged buyouts. We are also well-versed in the special legal requirements for franchising distributorships and leveraged lease transactions. Our representation routinely involves preparation of documents such as voting agreements, employment agreements, leases, licenses, purchase orders, and warranty information, as well as assistance with contract problems, regulatory matters, and shareholder relations. Overall, we work closely with our clients' officers and directors to assist them in meeting their legal responsibilities. Much of our Securities, Corporate Finance and Business practice focuses on mergers and acquisitions. We represent both buyers and sellers of businesses throughout the United States. Typically, when we become involved in acquisitions as part of the initial evaluation team, we keep ourselves and our clients up-to-date on the business aspects, risks, and legal considerations of the transaction. We review legal documents and financial statements, assist in drafting the letter of intent and formal agreements, perform comprehensive due diligence prior to deal consummation, and coordinate the closing. Afterward, we follow through on post-consummation matters and provide transition team assistance in dealing with employment-related and regulatory matters. Often, our work in mergers and acquisitions involves representing and advising independent committees of the boards of directors of public companies concerning compliance with special fiduciary duties. Since most of our securities and corporate attorneys have advanced degrees in taxation or business, or are CPAs, they offer practical business and financial experience as well as legal expertise to our clients. We work toward providing the optimum amount of protection for our clients and keep them well informed regarding tax consequences, securities law requirements, employment and employee benefit ramifications, regulatory considerations, and overall financial aspects of their endeavors. * Business Formation * Corporate Operations * Debt and Equity Financing * Director and Officer Advice * Distributorships * ERISA Compliance * Executive and Employee Compensation Plans * Franchising * Installment Sales * Leveraged Buyouts * Leveraged Lease Transactions * Licensing * Limited Liability Companies * Mergers and Acquisitions * Nonprofit Organizations * Partnerships * Passive Activity Loss Management * Private Placements * Public Offerings * Regulatory Matters * SEC Compliance * SEC Reporting Requirements * Securitizations * Shareholder Agreements * Tender Offers and Takeovers * Venture Capital Financing At Rothgerber Johnson & Lyons LLP, we believe that the best measure of our success comes from the clients we represent. Listed below is a partial, representative list of current and/or recent clients served in our Securities, Corporate Finance and Business practice area. For a more extensive list of our clients, please see the Clients page. Cenveo, Inc. Premier Waste Companies Front Range Capital Corporation T-NETIX, Inc. Junior Achievement, Inc. Trico Bancshares Matrix Capital Markets, Inc. Wachovia Securities LLC Mountain States Pipe and Supply Co. Woodford Manufacturing Company NIC Inc. Wybron, Inc. Pharmaca Integrative Pharmacy YMCA of the Pikes Peak Region Pikes Peak Integrated Solutions, Inc. The following attorneys practice in this area: Grebenar, Tennyson W. Walker, James R. Witt, Karen L. Warren, Bruce N. Wills, D. Elizabeth Feigin, Philip A. Browning, Scott M. Kelly, Kevin M. Fitzgerald, Brian D. LaPlante, Gary P. Mahaffey, H. William Galligan, Kevin M. Garby, Craig C. Smith, Constance D. Meyer, Mark A. Fry, Joel C. Kunstle, David P. Lampe, Nicole R. Ward, Nina Gawne Weitzel, Adam L Hoffman, Denise D. Durham, Laurel A. Wroldsen, John S.

Jackson, Wyoming: 60 East Simpson Avenue • Jackson, WY 83001 307-732-2601 .S. Toll Free: 800-700-1430 U.S. Local: 775-824-0300 International: + 775-824-0300 Incorporation Services Incorporating and asset protection go hand in hand. If you are in business or hold real estate or other assets, you need to form a corporation, LLC or LP to protect yourself and your family from the tens of thousands of lawsuits brought every year. Incorporating can also provide tax savings and privacy benefits. If you need to speak with an attorney to develop the right strategy for your specific situation, Kathy Spitzer is our attorney in Jackson, Wyoming. She is the author of “The Wyoming Corporate Handbook” and assists clients from around the world to structure the right corporate strategy for asset protection, privacy and tax savings. Kathy’s consultation fees are $175 for a half hour and $295 for a full hour.

Cheyenne Office : Graves, Miller & Kingston 408 West 23rd Street Cheyenne, Wyoming 82001 Phone (307) 638-8885 Fax (307) 637-4850 Sheridan Office: Graves, Miller & Kingston 10 West Ridge Lane Sheridan, Wyoming 82801 Phone (307) 672-9686 Fax (307) 674-0311 The term "Business Law" encompasses a broad, varied, and potentially complex area of law. Among other things, it covers the formation and operation of businesses, corporations, and other legal entities, the intersection of customers, sellers, and suppliers with business providers, and the myriad of other related issues such as tax, governmental regulation, employment issues and environmental matters that effect the day-to-day operation of business and commercial entities. The law applicable to the operation of commercial enterprises is multiplex. The federal government, the states, and one's county and local government all influence and effect the operation of business and the nature of an individual's interaction with business. Because of this complexity, the role of a lawyer in business law is perhaps more necessary than in many other areas of law. In establishing a commercial enterprise, it is absolutely vital to analyze issues such as the type of business entity and associated tax ramifications. An attorney's involvement in the answering of these questions will save a business time and money both at the start up of the business and down the road. An attorney is also necessary to advise a person who might have an opportunity or a problem associated with a business in order to best insure that person's legal interests are enhanced and protected.