Jaffe, Raitt, Heuer & Weiss, a full service business law firm, was established in 1968. With a principal commitment to meet the diverse needs of our clients efficiently and effectively, the Firm's expertise extends to virtually all aspects of business law. Our reputation has been established by our proven ability to respond to clients' needs in a timely and innovative manner while maintaining a high quality of legal service.

As our clients' legal needs have expanded in an increasingly complex business and legal environment, so has the breadth of our service. Today our practice includes corporate and securities law, tax law, financing, mergers, acquisitions and leveraged buyouts, bankruptcy and reorganization proceedings, commercial, residential and industrial real estate law, state agency and municipal affairs, labor and employment law, employee benefits law, probate and estate planning and all types of commercial litigation.

As a full service law firm, Jaffe, Raitt, Heuer & Weiss is able to call upon lawyers who possess expertise in several fields to focus their combined skills on a particular transaction or case. Our clients, whatever their size, benefit from the collective experience and knowledge of our lawyers. The abilities to draw on Firm-wide resources contributes significantly to our ability to quickly identify and respond to clients' needs.

OUR ATTORNEYS

With over 80 lawyers, the Firm is committed to maintaining and improving the expertise required to fully serve our clients. Our attorneys come from varied backgrounds with wide-ranging professional experience; they not only lecture regularly in continuing legal education programs throughout the country but also serve as associate or adjunct professors of law. Our attorneys understand and are involved in both entrepreneurial and political processes, thus enhancing the Firm's ability to provide comprehensive legal services.

OUR CLIENTS

Our clients are as varied in size and nature as the legal services they require. They include publicly-held and closely-held corporations. Our clients range from Fortune 500 corporations, major automobile and oil companies, investment banks and other financial service institutions to partnerships, estates, trusts and individuals. We also represent state governments, municipalities and real estate concerns.

GENERAL CORPORATE

Jaffe, Raitt, Heuer & Weiss solves a wide range of business problems for clients. For example, we regularly provide counsel to clients on matters as diverse as major transactions by established corporations to the incorporation of newly formed companies.

We pride ourselves on our ability to deal quickly and efficiently with the problems of all businesses, regardless of size. We advise clients in the development of business and financing plans, debt and equity offerings in both public and private markets, mergers, acquisitions, leveraged buy-outs, transaction structuring, corporate governance, tax and insurance analyses, contract and employee benefit plan negotiation and preparation and assurance of on-going legal compliance.

Our attorneys have extensive experience in assisting management and in-house counsel with respect to specific legal problems and in establishing policies and practices for complying with legal requirements applicable to their businesses. On a daily basis, the Firm's numerous corporate lawyers, in collaboration with attorneys in the Firm's other practice areas, counsel clients on matters involving tax, insurance, employee benefits, labor, environmental law and litigation issues.

As companies grow and develop, their needs for specialized legal services increase. We have both the breadth of experience and the highly specialized expertise in specific areas of business and corporate law to meet their needs.

CORPORATE FINANCE AND SECURITIES

The Firm maintains expertise in virtually all securities regulatory areas. Our attorneys offer a wide range of experience in representing issuers, special board committees and other participants in transactional securities matters, including tender offers, proxy solicitations, "going private" and other leveraged buy-out transactions and exchange offers.

Our attorneys also handle all aspects of securities law matters, and are actively engaged in the representation of issuers and underwriters in publicly offered and privately placed debt and equity offerings; of Exchange Act reporting companies in connection with all securities reporting requirements, such as proxy statements and current (8-K), quarterly (10-Q) reports; of investment advisers regulated pursuant to the Investment Advisers Act of 1940; of clients in matters involving the Trust Indenture Act of 1939; and of securities broker-dealers regulated by federal and state laws as well as by the NASD.

BANKRUPTCY AND REORGANIZATION

Bankruptcy, insolvency and reorganization are areas in which Jaffe, Raitt, Heuer & Weiss has extensive experience. We provide a full spectrum of services in the representation of banks, financial institutions and secured and unsecured creditors. Although our practice is primarily creditor-oriented, we occasionally represent corporate debtors, trustees, and creditors' committees.

The Firm has played a significant role in most of the major bankruptcy proceedings and workouts in Detroit over the past fifteen years, and in several other significant matters throughout the nation. We regularly advise clients on creditors' rights matters, receiverships and out-of-court workouts, and on a wide variety of related commercial transactions.

COMMERCIAL FINANCING

The Firm regularly serves as special counsel to a number of local, regional and national financial institutions and finance companies in the negotiation and preparation of loan and lease documentation incident to financing transactions ranging in size from $500,000 to $800 million.

We have specialized in preparing loan origination documentation in all forms of asset based transactions. In addition, we have represented our clients in transactions dependent upon cash flow and business value considerations.

COMMERCIAL LITIGATION

The Firm's litigation practice has grown significantly in recent years. It now has an extensive practice in all aspects of commercial litigation in state and in federal courts throughout the country. We routinely represent individuals, partnerships and small to very large corporations and government entities in a broad range of commercial disputes.

We have handled litigation matters spanning a broad spectrum of specialties including real estate, securities, RICO, takeovers, financing, bankruptcy, construction, environmental regulation, employment and products liability. We have also been involved in major anti-trust litigation and in litigation involving allegations of lender liability. We are frequently called upon to respond to circumstances requiring the immediate expenditure of significant blocks of time, for example, in cases relating to injunctive relief.

Jaffe, Raitt, Heuer & Weiss has the resources and expertise to meet the complex litigation needs of local, national and international concerns in large commercial litigation matters.

EMPLOYEE BENEFITS

Employee benefits plays an increasingly important role in the affairs of our clients, and the Firm has established a substantial practice in this area. We represent sole proprietorships, partnerships, professional and public corporations and 501(c)(3) entities in all aspects of employee benefits.

We have experience in designing, drafting, converting, merging, administering and terminating a wide variety of qualified plans, including profit-sharing plans, money purchase pension plans, 401(k) plans, stock bonus plans, ESOP's, target benefit plans, defined benefit plans, Keogh plans, 403(b) annuities, multiemployer plans, multiple employer plans, hospital plans, governmental and church plans. We also provide guidance on spin-offs, freezes, plan mergers, ESOP use and terminations arising in the context of the plan sponsor's merger, acquisition, divestiture, leveraged buy-out and/or hostile takeover, consultation with regard to fiduciary rules and other legal aspects of plan investments. We have successfully defended against multiemployer withdrawal liability claims and have litigated employee claims brought under ERISA.

While much of our work in employee benefits involves sophisticated representation of larger clients, we are a mass submitter to the IRS for many smaller employers of our prequalified "informal pattern plans." Our unique computer capabilities allow us to serve smaller clients in an individualized, yet economical manner.

Jaffe, Raitt, Heuer & Weiss also has a broad background in ERISA welfare benefit plans, including insured and self-insured, unfunded and funded, and cafeteria, health, life, and disability plans. In addition, we assist employers with the design, drafting and implementation of nonqualified deferred compensation plans, such as top hat plans, rabbi trusts, golden parachutes, stock option and stock purchase plans. We also provide our clients with advice and assistance in employee communications, reporting and disclosure requirements, registration and compliance under applicable securities laws, and annual filings required in connection with employee benefit plans.

ENVIRONMENTAL LAW

During the last two decades we have seen an explosion of environmental consciousness in the United States. In response, our elected representatives have overseen the adoption of a plethora of federal, state and local statutes and regulations to ensure the cleanup of historic pollution and prevent new pollution. There is no question that this new body of law and regulation has changed forever the way we do business in our country.

The impact of this new consciousness is easy to see in Michigan. The federal government has identified almost a hundred Superfund sites. In addition, the state has identified over 3,000 sites in its latest list of contaminated properties. The latest list of properties with leaky underground storage tanks is over 2,500 long. In addition, there are scores of improperly closed dumps around the state. In short, thousands of Michigan businesses have been affected by efforts to restore this contaminated property.

Jaffe, Raitt, Heuer & Weiss uses a two-pronged approach to resolving these issues. First, we are uniquely equipped to deal cooperatively with government agencies in resolving environmental issues. We can also bring our substantial expertise in litigating federal, state and local issues to bear on our clients' environmental problems. In economically and effectively resolving environmental problems, it is essential your law firm can both negotiate and litigate.

Our attorneys have been involved in litigating cost-recovery actions and negotiating administrative orders with the Environmental Protection Agency as well as the Michigan Department of Natural Resources. We are also handling environmental issues in relation to insolvent and troubled enterprises. In addition, the Firm has structured sales of property with significant environmental problems, and has substantial experience with Superfund issues.

Our Firm has extensive experience in sheparding permit applications through often cumbersome administrative processes. This includes resolving cases of alleged regulatory violations. We also serve as environmental counsel to a number of the Midwest's largest financial institutions.

PROBATE AND ESTATE PLANNING

Our Firm has extensive experience in the areas of estate planning and probate. Our estate planners work closely with the attorneys in our tax department to offer individual clients a complete package that consists of plans for the client's retirement, disability or death, and charitable bequests. We accomplish this planning not only through the use of wills and irrevocable and revocable trusts, but also through the use of deferred compensation plans, the establishment of charitable trusts and private foundations and corporate reorganizations.

In addition to offering our clients services in the area of probate and trust administration, the attorneys practicing in the probate area offer a full range of postmortem financial and tax planning. We have extensive experience in administering estates and trusts, including the investment of liquid assets, and the administration of real estate investments and closely held businesses.

PUBLIC FINANCE AND MUNICIPAL AFFAIRS

Jaffe, Raitt, Heuer & Weiss has a very active practice in the areas of public finance and municipal affairs. Lawyers in this practice area provide counsel to underwriters and developers in all aspects of public and municipal financing transactions. We have acted as underwriter's counsel for numerous investment banking firms in a complete range of financings. Our attorneys are regularly retained as bond counsel to numerous municipalities and state finance authorities both within the outside Michigan. The firm represents several municipalities as general counsel.

Our public finance lawyers have extensive experience in the area of municipal affairs and represent municipalities on financing and other needs. Our work has included the design and establishment of financing authorities and fiscal recovery programs for local and other municipalities.

REAL ESTATE

The Firm has a diverse and expanding real estate practice encompassing all aspects of commercial real estate. Our commercial real estate practice is one of the largest in the metropolitan Detroit area. We regularly represent private and institutional developers in transactions involving land acquisition, contraction, bridge and permanent financing, equity funding, property development, leasing and other related activities. We are also involved in the syndication of real estate limited partnerships.

The Firm has acted as special counsel to numerous banks, savings and loan institutions, mortgage corporations, insurance companies and other financial institutions. We have also provided counsel on the acquisition, sale and financing of numerous hotels and other multi-use enterprises.

TAX PRACTICE

Jaffe, Raitt, Heuer & Weiss advises large publicly-held and closely-held corporations, as well as partnerships and individuals, on all aspects of federal and state tax laws. Our tax lawyers play an active role in virtually every significant transaction handled by the Firm, structuring the transaction, computing and determining the tax benefits or detriments, litigating tax disputes on behalf of clients and rendering opinions regarding the tax aspects of the transaction.

Our tax lawyers work closely with our corporate lawyers in providing tax planning advice to a wide range of clients, and provide assistance on a regular basis to lawyers practicing in the areas of securities, public finance and municipal affairs, bankruptcy, estate planning and real estate.