Certificate of Accounting Compliance™

Frank C. Razzano

Partner, Washington, D.C. - Pepper Hamilton LLP - May 2008 to Present

Mr. Razzano is a partner with 38 years of civil and criminal jury trial experience specializing in securities litigation, broker-dealer regulation, SEC enforcement and white-collar criminal defense. In the last five years, Mr. Razzano has obtained an acquittal in a criminal insider trading case; a dismissal on behalf of the CEO of a major brokerage firm in a FINRA disciplinary proceeding alleging failure to complete the NASD's mandatory breakpoint survey, as well as a judgment after trial dismissing an SEC cease and desist proceeding against the managing director of a major bank involving late trading and market timing.

Mr. Razzano, on behalf of a prominent CEO of a Fortune 100 company successfully avoided that CEO's indictment and resolved an SEC enforcement proceeding in the "cooked books" scandal of the early portion of this decade. He also has represented broker-dealers and clearing firms on FINRA and NYSE compliance issues. Mr. Razzano also has represented a major league baseball team in litigation and regulatory matters.

In the international arena, Mr. Razzano prosecuted as an Assistant United States Attorney overseas corruption before the FCPA was enacted. As defense counsel, he has handled FCPA, money-laundering, customs and criminal securities cases involving Canada, New Zealand, Germany, the Bahamas, Japan, Costa Rica and the Cayman Islands. He also has successfully defeated attempted extraditions, taught International Criminal Law for a decade at University of Maryland Law School, and served as a visiting professor at Catholic University of Poland and the University of Dnepropetrovsk in the Ukraine. He has also published widely on the FCPA and money-laundering.

Partner, Washington, D.C. - Dickstein Shapiro LLP - May 1996 to May 2008

While a partner at Dickstein Shapiro LLP, Mr. Razzano tried a variety of civil and criminal cases focusing on the securities laws. He also represented a number of high profile CEOs and CFOs in grand jury and SEC investigations. Managing Partner, Washington, D.C. - Camhy Karlinsky Stein Razzano & Rubin - February 1994 to May 1996

As Managing Partner, Mr. Razzano managed the partners and associates in the D.C. office, in addition to preparing and adhering to a budget. While tasked with this administrative role, Mr. Razzano continued his own practice defending corporate clients, including the successful defense before the SEC and grand jury 2 of the CEO of a Fortune 100 corporation implicated by the press in a variety of improper business practices. Mr. Razzano also represented a regional retail broker with its own clearing operations in class action and arbitration matters.

Managing Partner, Washington, D.C. Office - Shea & Gould - September 1982 to February 1994; Associate, New York - August 1972 to December 1974

Mr. Razzano began as an associate at Shea & Gould and after government service returned to the firm and eventually became the Managing Partner of the D. C. office. During his tenure, Mr. Razzano successfully reduced the sentence of the most influential hotel magnate in New York City and successfully represented an NFL team owner in a libel action. Mr. Razzano also litigated several large securities class actions and advised on RICO compliance and anti-money laundering issues for firm clients.

Assistant Chief Trial Attorney - Securities and Exchange Commission - August 1978 to September 1982

While at the SEC, Mr. Razzano tried "cooked books," Ponzi scheme and pump and dump cases.

Assistant United States Attorney, Newark, New Jersey - January 1975 to August 1978

While an Assistant, Mr. Razzano handled political corporation and mail and wire fraud cases which directly led to the enactment of the Foreign Corrupt Practices Act. During his tenure at the Department of Justice, Mr. Razzano was also honored with the Special Achievement Award in 1977 and the Special Commendation Award in 1978.

EDUCATION

Georgetown Law Center, Washington, DC - Juris Doctor 1972

Georgetown Law Journal, Board of Editors - 1970 to 1972

St. Louis University, St. Louis, MO - Bachelor of Arts, magna cum laude, 1969.
Named Phi Beta Kappa in 1968.

PROFESSIONAL EDITORIAL BOARDS

Civil Law Editor - RICO Law Reporter - 1989 to Present

Advisory Board - Securities Regulation Law Journal - 1998 to Present

Advisory Board - Securities Litigation Reform Act Reporter - 1996 to Present

Honorary Advisory Board - Journal of International Law and Practice at Michigan State Law School (formerly Detroit College of Law)

TEACHING EXPERIENCE

Adjunct Professor, University of Maryland - 1996 to Present

For the past 13 years, Mr. Razzano has taught Securities Litigation, Regulation of Securities Markets (Broker-Dealer Regulation), Business Crimes, International Criminal Law, and Evidence.

Visiting Professor, Catholic University, Lublin, Poland - October 2008

Visiting Professor, Dnepropetrovsk University, Ukraine - May 2006

ADMISSIONS

• New York, 1973
• U.S. Supreme Court, 1975
• New Jersey, 1976
• 2nd, 3rd, 4th, 5th, 6th, 8th and 9th Circuits
• District of Columbia, 1982 • Various District Courts
• Virginia, 1984

Ira L. Blank

The employer's lawyer and employment litigator.

Personal mission

Ira is dedicated to helping business owners and managers use the law to manage business risks associated with employing people, avoid or resolve employment-related disputes, litigation, and investigations, and enhance the value of the business.

Business philosophy

Ira sees legal problems as business problems for which there are business solutions. He partners with his business clients to develop and execute strategies for achieving desired outcomes.

Experience

Ira's breadth and depth of experience includes:

• Employment and labor law
• Employment in the courts and before administrative agencies
• Employment-related government investigations
• Dealing with union relationships
• Providing in-house training to business owners and managers on issues that are relevant to their business
• Developing and executing proactive and preventive strategies to manage people-related business/legal risk, and enhance corporate value, including protection of trade secrets, customer relationships, and other corporate assets; litigation avoidance; and union avoidance.

Ira draws on his 30+ years of experience as an attorney and as a businessperson. In addition to serving as outside counsel, focusing on employment law and employment litigation, to many businesses, he has served as chief human resources officer, counsel, and a member of the management team of a privately-held company that was one of the Inc. 500 Fastest Growing Companies in America, and as industrial relations manager for a publicly-traded Fortune 100 company.

Education

Along with his law and business management experience, Ira's education has enabled him to align practical legal advice with business strategy. He has a J.D. from Washington University School of Law, an M.I.L.R. Degree from Cornell University, School of Industrial and Labor Relations, and a B.S. degree from the University of Alabama, College of Commerce and Business Administration.

Awards and Recognition

His honors include Order of the Coif (law), Beta Gamma Sigma (business), and the American Jurisprudence Award in Labor Law.

Other interests

Ira and his wife, Karen, are movie fanatics. When they're not out watching the latest film, Ira is busy adding to his collection of over 15,000 rock and roll oldies, which, much to Karen's chagrin, has taken over much of the basement in their home.

Kelly L. Frey Sr.

Prominent Assignments

Kelly Frey is a member in the Nashville office and concentrates his practice in representing the headquarters locations of Fortune 1000 companies. He regularly counsels large companies across the United States, and the vendors to such companies, with respect to corporate transactions and corporate compliance. He is the author of the legal practice guide, Frey on Intellectual Property and Technology Transactions, and has assisted a variety of clients in developing, protecting, buying, and selling information technology products, services, and new media/content. Prior to joining the firm, Mr. Frey was responsible for both legal support and strategic development initiatives for the Copyright Clearance Center (the US collective licensing organization for the publishing industry), for one of the first audio download companies, for one of the first social networking sites, and for one of the first US manufacturers of personal computers.

Representative Matters

• Counsel to the Board of the Ethics and Compliance Officers Association
• Counsel to the California headquarters location of a Fortune 10 technology company, providing support for corporate compliance.
• Counsel to the New England headquarters location of a Fortune 100 financial services company, providing support for technology and corporate procurement transactions.
• Counsel to multiple divisions of a Fortune 10 company, providing support for information technology, technology licensing, and healthcare technology transactions.
• Counsel to the California headquarters location of a Fortune 200 information technology company, providing legal support for its national sales, licensing, and consulting transactions and its national strategic partnerships.
• Counsel to a New York-based Fortune 500 luxury products company in international, enterprise-wide licensing of business-critical software applications.
• Lead counsel for US $400M comprehensive information technology infra-structure outsourcing by U.S. operations of international auto manufacturer to multiple vendors.
• Represented multiple eCommerce and online commerce clients, including companies providing HIPAA-compliant ASP-based medical billing and PCI-compliant payment clearinghouse functions to some of the largest payment processors in the U.S.
• Represented Connecticut-based Fortune 500 company in outsourcing of disaster recovery operations and compliance functions; developed procurement/compliance risk assessment model for company that was implemented on an enterprise-wide level.
• Counsel to independent film companies, providing legal support from concept and funding through distribution.
• Representation of multiple clients for solar and wind power projects.

Professional Involvement

• Fellow of the Nashville Bar Foundation
• Fellow of the World Technology Network
• Adjunct Instructor - Copyright Law; Advanced Licensing Seminar; Business Law; Legal Ethics
• Advisory Board Member for Accounting Compliance Certificate Program - Lorman Education Services

Community Involvement

• Board of Directors and Screening Committee of Nashville Film Festival
• Pro Bono presentation of artists through Professionals and Attorneys for the Arts of the Nashville Arts and Business Council
• Assist local film schools and film students with legal and production activities
• Member of the Tennessee Screenwriters Association
• Assist local animal shelters with foster care of abandoned animals

Area of Practice

• Corporate
• Corporate Compliance
• Corporate Governance
• Emerging Business
• Energy & Sustainability
• Information Technology
• Business Technology
• Copyrights
• Media, Sports & Entertainment
• Acknowledgements

Acknowledgements

• Selected as one of the top ten Cor- porate Attorneys in Nashville/Middle Tennessee by the Nashville Business Journal
• Recipient - Contributor of the Year Award, Nashville Bar Journal (2007, 2008, and 2009)
• Listed in The Best Lawyers in America® in Information Technology Law and Technology Law since 2007
• AV7® PreeminentTM Peer Review Rated by Martindale-Hubbell

Education

• Vanderbilt University, B.A., 1973
• Vanderbilt University, M.S., 1978
• University of Tennessee, J.D., 1982

Marcia L. Miller, E.A.

• President and Owner of Financial Horizons, Inc.
• Enrolled Agent Entitled to Practice before the Internal Revenue Service
• 30 years of Accounting, Tax and Management Consulting in South Florida for a practice with emphasis on Representing Small Business Owners in all aspects of Taxes, Employment & Labor Issues, Pensions, Estate Planning as well as Federal, State (Nationwide) and Foreign mandatory reporting.
• Author, Live Speaker & Teleconference Expert for Lorman Education Services in the areas of Health Care Reform, Management and Tax Planning;
• Writer & Live Speaker for the National Society of Accountants' National Conference lecturing on a multitude of tax, technical & non-technical topics;
• Nationwide Presenter of Tax Legislative Seminars for Thomson Reuters on current business taxation and accounting issues;
• Adjunct Professor at Nova Southeastern University's H. Wayne Huizenga School of Business and Entrepreneurship;
• State of Florida Licensed Mortgage Broker;
• Member Healthcare Financial Management Association (HFMA), National Society of Accountants (NSA), National Association of Tax Professionals (NATP);
• Accounting Compliance Certified (ACC)
• MBA and BBA Graduate of the University if Miami School of Business.
• Contact her at ProactiveTax@aol.com or (954) 389-9510.