Tisdale & Nicholson, LLP

2029 Century Park East, Suite 900

Los Angeles, California

90067 (310) 286-1260

Telephone (310) 286-2351 Facsimile

Corporate Securities and Financial Institutions Practice Group

Mergers, Acquisitions and Securities Matters. We have extensive experience in negotiating, structuring and documenting supervisory and non-supervisory merger and acquisition transactions, including acquisitions by individuals, by holding companies, by tender offer, and through the merger of interim corporations. We provide strategic corporate planning and are active in various capital formation activities, including initial stock offerings, conversions, public and private offerings of common and preferred stock and of subordinated debt.

Our lawyers are involved with de novo formations and branch sales and acquisitions. We have also advised clients concerning various capital enhancement vehicles, and have prepared employment and consulting agreements, stock option and other benefit plans, as well as other executive compensation arrangements.

The Business of Lending. We document and close all types of commercial real estate loans, letters of credit, asset-based financings and loan participation sale and servicing transactions, including real estate secured loans (as more fully described below under "Secured Lending"). We also assist institutions operating under receivership or near-receivership conditions, and other institutions with problem loans in resolving asset-related problems and achieving a satisfactory return on investment.

Policies, Procedures and Plans. We assist institutions in the preparation and revision of policies and procedures concerning securities investment, lending, operations and management plans, loans to affiliates, conflicts of interest and usurpation of corporate opportunity, auditing, direct investments, growth limitations and capital requirements.

Related Areas. We have acted as independent counsel to officers and directors concerning limiting their potential liability to shareholders for alleged mismanagement and have provided advice concerning the fulfillment of fiduciary obligations.