Speaker Biographies - Foley & Lardner LLP

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©2010 Foley & Lardner LLP 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 dealmaking 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 2
©2010 Foley & Lardner LLP 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 decisionmaking 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. 3
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Speaker Biographies - Foley & Lardner LLP

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