The BridgehouseLaw Philosophy

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2 The BridgehouseLaw Philosophy We believe in solving problems and saving clients money through a selective network of global connections rather than overlawyering. The success of the BridgehouseLaw philosophy is predicated on providing entrepreneurial, creative, problem-solving advice and solutions rather than giving the typical large firm recitation of time consuming lectures on law. Legal advice in the arena of national and international business demands quality, flexibility, responsiveness, and committed professionals who are trained to think outside the box. Our internationally educated and highly qualified lawyers bring an entrepreneurial approach to all our services. Moreover, our global alliance allows us to assemble a client-specific task force that respects and understands local business cultures and practices. We have significant experience leading teams from disparate professional backgrounds, such as attorneys, public relations specialists, Certified Public Accountants, investigators, and business consultants. The BridgehouseLaw Philosophy is also based on a single point of contact approach. Instead of being transferred from department to department within today s traditional firm, BridgehouseLaw promotes the single point of contact to develop a oneon-one relationship that allows for a continued understanding of the client s needs and improved understanding and quality of service. Based on the client s particular needs, we can put together the necessary team of professionals, including local counsel, advisors, and translation services to accomplish the specific tasks. We provide solutions and high quality legal work at internationally affordable rates for small and medium-sized businesses, as well as for colleagues who would like to receive specialist advice. We can provide such colleagues with guidance for their cases from secondary positions and help them fight for their clients on the frontlines. BridgehouseLaw provides through its hand-selected allied law firms legal advice in paramount quality for competitive prices. 2

3 Atlanta The Atlanta office has grown to meet the needs of our clients. We employ both American and German lawyers as well as multi-lingual personnel. In cooperation with the BridgehouseLaw Alliance offices worldwide, we provide legal services that are competent, prompt and reliable. The principal focus of the Atlanta office is corporate and transactional matters, which include crossborder litigation, immigration, real estate, and taxation. We provide legal work for numerous domestic and international corporations as well as individuals. Our lawyers, who each practice on multiple areas of law, represent clients in both domestic and international matters. This allows us to respond quickly and effectively to local, national, and international legal issues. Depending on the needs of our clients, we often work with other professionals on local issues. We cooperate closely with the independent law firm Spell Pless Davis Sauro, PC (www.spellpless.com) in Atlanta. We also work with American and European tax professionals and other consultants to provide our clients the most strategic and sound advice. In addition to our legal services, we offer certified translation and interpretation services in English and German. We are ready to bridge the gap to success. BridgehouseLaw Rueckel & Bolthausen, LLC 1170 Peachtree Street, N.E. Suite 1750 The Proscenium Atlanta Georgia U.S.A T: F: E: 3

4 Munich Located in the heart of cosmopolitan Munich, Germany, BridgehouseLaw Rueckel & Bolthausen Rechtsanwaltsgesellschaft mbh advises corporate and individual clients on business and corporate matters. These include, but are not limited to: mergers and acquisitions; joint ventures; real estate; corporate litigation; international commercial collections; international dispute resolution / arbitration and white collar crime. The Munich firm is an international law firm with German and American lawyers who are internationally educated and have an entrepreneurial focus. The BridgehouseLaw Munich team is happy to provide you with further information by telephone or in person. In addition to our legal services, we offer certified translation and interpretation services in English and German. We are ready to bridge the gap to success. BridgehouseLaw Rueckel & Bolthausen Rechtsanwaltsgesellschaft mbh Karlstraße 35 Karlshöfe Munich Germany T: +49 (0) F: +49 (0) E: 4

5 Our Team Partners Dr. jur. Christoph Rückel is a founding partner of BridgehouseLaw Rückel & Bolthausen with offices in Atlanta and Munich. He is managing partner of the firm s Atlanta office practicing in the areas of corporate law, real estate, banking law, white collar crime, M&A, and tax and investments. Additionally, Christoph Rückel is founding partner and president of OneBridgehouse, an international business advisory firm with offices in Atlanta and Munich. Having practiced law for over 30 years with a focus on international business transactions, he has in-depth experience using a global network to structure and advise on international ventures as well as consult medium-sized companies. Dr. Rückel s experience includes consultation on international projects in the fields of hotel, real estate, tax, and financing using his legal expertise as well as knowledge in the field of international business. Christoph Rückel is admitted to the State Bar of Georgia (Foreign Law Consultant), where he serves on the International Law Executive Committee. He is also admitted to the Munich Bar, where he has taught German attorneys for more than 10 years as well as judges at the German Judges Academy. Christoph Rückel has published numerous legal articles, including several on business and real estate investments in the United States. He is an experienced forensic consultant as well as a frequent speaker on the topics of U.S. investments, European/American economic and legal issues, as well as intercultural communication. Christoph Rückel is a an executive member of the American Chamber of Commerce in Germany, he belongs to the Southern Center for International Studies (SCIS) in Atlanta, the German American Chamber of Commerce in Atlanta, the Swiss American Chamber of Commerce in Atlanta, and the German-American Lawyers Association. Prior to founding BridgehouseLaw Rückel & Bolthausen, he was a partner with the U.S. law firm of Nelson Mullins Riley & Scarborough, LLP. Before joining Nelson Mullins, he was founder and managing partner of Rückel & Collegen, a German law firm based in Munich. In 1994, Dr. Rückel opened Rückel & Collegen s first foreign office in Atlanta, Georgia. He founded and served as the first president of LAWORLD, which later became INVERNOMOS, an international lawyers association. He is a member of the Atlanta Bar Association and serves on the Emory College Advisory Council German Department in Atlanta. Additionally, Christoph Rückel belongs to Deutscher Anwaltsverein, and the Deutsch-Amerikanische-Juristenvereinigung. He studied Political Science at the Geschwister Scholl Insitute of Munich before completing Law School at the Universities of Heidelberg, Geneva, and Munich and earned a PhD in Law from the University of Passau. Oliver Bolthausen, LLM (USA), MCIArb (UK) is a founding partner of BridgehouseLaw Rückel & Bolthausen Rechtsanwaltsgesellschaft mbh and Managing Partner of the Munich office. He practices in the areas of Corporate & Transactional Law, International Law (M&A / joint ventures), Business Litigation, and International Arbitration as well as Real Estate and Contract Law. He attended law school at the University of Cologne, where he specialized in corporate and tax law. He was also a judicial clerk at the High Regional Court (Oberlandesgericht) in Düsseldorf and received an LL.M. (Master of Laws) with distinction in Transnational Business Practice from McGeorge School of Law in Sacramento, California, USA as a scholarship recipient. Mr. Bolthausen was appointed as a member of the Chartered Institute of Arbitrators (CIArb) in London and is appointed as arbitrator/mediator to several international organisations. 5

6 Prior to joining BridgehouseLaw Rückel & Bolthausen Rechtsanwaltsgesellschaft mbh, he worked in the Munich and Atlanta office of the U.S. law firm Nelson Mullins Riley & Scarborough, LLP. Mr. Bolthausen's work experience also includes internships with the law firm of Rotthege, Wassermann & Partner in Düsseldorf. In the years , he was the official representative of Fulton County (GA, USA) in Germany. He authored several articles in a brochure titled The Executive Board in an Incorporated Association, Offenlegungspflichten deutscher Unternehmen in US discovery-proceedings, MDR, 19, 1081ff as well as an article on German and US hostile takeover regulations. Mr. Bolthausen is also a partner of BridgehouseLaw Rueckel & Bolthausen, LLC in Atlanta. Associates Roman M. Plachy, LL.M. (USA) is a Senior Associate in the Atlanta office of BridgehouseLaw Rueckel & Bolthausen, LLC focusing on areas of Corporate & Transactional Law, Capital Markets, International Law, and International Arbitration. He received his Bachelor of Psychology degree from the University of California at Davis. While studying for his undergraduate degree, Mr. Plachy was a varsity oarsman participating in regattas throughout the United States. Mr. Plachy's legal career began with a J.D. from the University of the Pacific, McGeorge School of Law where he was named to the Dean's honor list for two consecutive years as well as the Roger J. Traynor Honor Society. Immediately following his J.D., he obtained an LL.M. in Transnational Business Practice with an emphasis on foreign investment and development, also at the University of the Pacific, McGeorge School of law. Prior to joining the BridgehouseLaw team, Mr. Plachy practiced law in Sacramento, California with the Mastagni, Holstedt & Amick. Mr. Plachy's work experience also includes an internship with Squire, Sanders & Dempsey supporting the treaty arbitration practice in Prague, Czech Republic while also contributing for an article published in the Journal of International Arbitration titled "Submitting Evidence in International Arbitrations: A Common Lawyers' Guide". Mr. Plachy is admitted to practice law in California, the District of Columbia and Georgia. Mr. Plachy speaks English and Czech with basic understanding of German. Sebastian Meis, LL.M. (NZ) is an Associate Attorney in the Atlanta office of BridgehouseLaw Rueckel & Bolthausen, LLC focusing on areas of Real Estate and Corporate & Transactional Law. He received his law degree from the Westphalian Wilhelms-University of Muenster where he specialized in insurance law, conflict of laws, and intellectual property. He obtained his LL.M. degree from the University of Canterbury in Christchurch, New Zealand. During his LL.M. studies, he specialized in intellectual property in common law and civil law regimes with a particular focus on trademarks and copyright laws. His work experience includes internships with the law firm of Pennie Edmonds, LLP in New York City, the German-Japanese law firm Dr. Sonderhoff Law Office in Tokyo, and the law firm Berliner, Corcoran Rowe L.L.P. in Washington, D.C. He is fluent in German and English. 6

7 Stefan Rath, LL.M. (USA) is an Associate with BridgehouseLaw Rückel & Bolthausen Rechtsanwaltsgesellschaft mbh in Munich. He practices in the areas of Corporate Law, Law of Contract and International Law. He attended law school at the Universities of Erlangen and Passau, where he specialized in the field of corporate law and is currently working on his Ph.D. Mr. Rath clerked at the District Court of Arnsberg from 2003 through 2005 and received an LL.M. (Master of Laws) with a specialization in International Business Practice from Boston University School of Law. His work experience includes internships with the law firm of Baier, Walroth & Sadurni in Miami, Florida, USA, and the German law firm of Runkel Schneider Weber in Düsseldorf. Stefan Rath is fluent in German and English and possesses basic fluency in Spanish. 7

8 Of Counsel Ambassador (ret.) Heinz-Peter Rothmann is Of Counsel for BridgehouseLaw Rückel & Bolthausen Rechtsanwaltsgesellschaft mbh. Mr. Rothmann studied law at the Universities of Berlin and Bonn, where he specialized in international and public law. He began his professional career as a partner in a private German law firm. After joining the German Public Service, he was delegated to the European Commission in Brussels where he served on the staff of the German Commissioner Prof. Dahrendorf on questions of International Relations and the Common European Market. From 1973 until 1977 he served on the staff of two German Federal Chancellors in Bonn on questions of European unity and international relations. He joined the German Foreign Service in 1977 as Deputy Ambassador to Zaire, (Congo). After Zaire, Mr. Rothmann was named Deputy Consul General to the Central-Western U.S. in San Francisco, Ambassador to Haiti, Consul General to francophone Switzerland in Geneva, and Consul General to the South-Eastern United States with his offices in Atlanta, Georgia. In the beginning of 2003, he became the Ambassador to Libya. He retired from this post on June 30, 2005, having reached the obligatory retirement age of the German Public Service. Apart from his legal background, his many years of public and diplomatic service have given him a wide range of international professional experience and personal as well as professional contacts all over the world. He is fluent in English and French and understands Spanish. Consultant Thomas P. Fischer received his Bachelor of Arts Degree from the State University of New York in In 1968, he received a Master of Education from the University of Hawaii, with a subject major of Educational Psychology. Mr. Fischer later served in the Republic of South Vietnam as an Advisor with the Department of Defense. In 1970, Mr. Fischer joined the Internal Revenue Service in Atlanta, Georgia. In 1976, Mr. Fischer became Assistant Regional Commissioner for the Southern Regional Office of United States Immigration & Naturalization Service in Dallas, Texas. In 1979, he was promoted to Director of the INS Training Division located in Glynco, Georgia. In January 1988, Mr. Fischer assumed the position responsibility of District Director for the Atlanta District of INS with jurisdiction over Georgia, Alabama, North Carolina and South Carolina and 300 employees. Mr. Fischer was a member of the Olympic Security Support Group responsible for the security of the 1996 Olympic Games held in Atlanta, Georgia. In 1999 he retired as INS District Director and opened his consulting firm (Immigration Directors & Associates, LLC) providing immigration services to BridgehouseLaw Rueckel & Bolthausen, LLC. 8

9 Areas of Practice Arbitration Many business litigation disputes require resolution before arbitral forums. BridgehouseLaw s business litigators have significant experience representing business clients before various arbitration panels such as those administered by AAA, JAMS, the National Arbitration Forum, and the International Chamber of Commerce, and are familiar with the special rules and procedures unique to each. The firm also has knowledge and experience in enforcing judgments and awards through the use of the firm s global network in various countries around the world. With the increasing costs associated with litigation, today s businesses are finding it beneficial to use alternative means to address disputes. BridgehouseLaw continues to put the client s interests at the forefront of its representation and has extensive experience in various forms of alternative dispute resolution. In addition, the firm has the experience and creativity to utilize the medium of mediation. This method of dispute resolution requires a form of representation in which the attorney has a firm understanding of today s business environment and creative out of the box thinking to resolve disputes in a manner outside the traditional posturing associated with fundamental litigation. Not only do BridgehouseLaw attorneys have these necessary tools, but we also stress the key ingredient of cultural understanding, which is the essential lynch pin to successful international negotiations. Business Litigation As one of the corner stones of BridgehouseLaw, successful business litigation experience transcends the mere appearance in a court room to include the important cognizant approach to potential collateral consequences and the impact of litigation on ongoing business relationships, financial performance and regulatory compliance. As part of the management of high-profile business disputes, the firm has the resourcefulness and experience to serve clients' political and publicity needs and develop strategies to minimize the impact of public scrutiny on client goodwill. Citizenship BridgehouseLaw assists clients in matters of citizenship law in various countries. Our activities cover the process of naturalization, legal questions regarding the loss of citizenship, and obtaining dual citizenship. We are especially experienced in the area of dual citizenship between the United States of America and Germany. 9

10 Contractual At BridgehouseLaw we assist local, national, and international clients in the art of contract law. We counsel our clients in all possible aspects, bridging the lifetime of a contract from the infancy of negotiations to the fruition of completion and, if needed, through the bitterness of litigation/arbitration. Due to the fact that the most important aspect of contracts is expressing a clear and concise idea, at BridgehouseLaw we also take the necessary steps to consider the important elements of language and cultural differences and their possible impact on our client s position. Based on these considerations we offer customized services to suit our clients needs. Corporate & Transactional Choosing the proper legal entity to maximize the client s needs is only the beginning. BridgehouseLaw can assist in the preparation of corporate documents, regulatory filings, and the negotiation of contracts of all types. The firm represents both corporations and management in the negotiation and preparation of employment, shareholder, non-compete, confidentiality, licensing, technology transfer, and work-forhire agreements. BridgehouseLaw also utilizes such experience in the development of positive public and political corporate strategies. Insolvency BridgehouseLaw can also assist you with all needs related to insolvency. At BridgehouseLaw, we provide our clients with understanding and consultation covering all aspects of insolvency, ranging from reorganization to enforcement or protection of debtor/creditor rights. Our expertise includes bridging corporate crisis to personal liabilities, including white collar offences. In addition, we provide creative solutions for addressing enforcement of our clients rights in gaining the best possible outcome as creditors in insolvency proceedings. International We focus on international business-related legal questions. Accordingly, International Law should be viewed in this context. Nearly every legal area involves aspects of international law. Such areas include, to name a few: joint venture projects, M& A, investments, litigation/arbitration, insolvency and foreclosure issues, and taxes. Our lawyers are known for their international knowledge and professionalism, particularly with respect to German/European - American Business. International Law elements bridge the gap between legal systems, regulations, businesses, and cultures. As such, we take a holistic approach to these matters. With respect to contracts and agreements, we assist our clients in all phases in nearly every jurisdiction. We help our clients decide where and how to best claim their rights, and we and guide them through the necessary proceedings. International aspects such as jurisdiction, governing law / rules, structure, and proceedings are well known core elements, but we also recognize aspects such as language barriers and cultural understanding as crucial to the practice of international law. Questions pertaining to crossborder transactions are often complex, and we offer customer tailored solutions and guidance. 10

11 Immigration BridgehouseLaw offers numerous services in the immigration field. Our attorneys and consultants can assist clients in everything from personal and family related immigration matters to preparing immigration plans for starting businesses in the United States and handling immigration issues for already established companies. These services include: assisting companies in obtaining non-immigrant visas; extensions and changes of non-immigrant status to maintain continuity of employment for key executives and staff; securing permanent resident status for eligible persons including labor certifications; giving advice on preventing possible expatriation of United States citizens; and performing numerous other services which may become vital to corporation s international staffing needs. IT IT law is becoming more and more important. The development of this legal area is proportionate to the development of modern telecommunications itself. We focus on the business--related elements of this technology. We protect of your business and rights as well as solve legal problems related to onlinetrading. BridgehouseLaw has the necessary technical understanding to handle even the most complex matters. We bridge between new technology and law. M & A BridgehouseLaw assists clients with all aspects of mergers and acquisitions from due diligence to the development and implementation of acquisition and divestiture strategies of business and related assets as well as joint ventures and other methods of combining business operations. Additionally, BridgehouseLaw provides services for spin-offs, split-offs and other methods of restructuring the ownership of business operations. Real Estate Real estate transactions are usually very complex. BridgehouseLaw attorneys are prepared to take an active role in any aspect of a real estate-related transaction, from structuring and performing due diligence to preparing the operative documents. We also offer support and consultation regarding crossborder investments. Through our foreign offices and international contacts we are able to offer you worldwide services. The purchase of real estate can often lead to a need for legal advice in other areas connected to the construction, redevelopment, modernization, and change of use of real estate. BridgehouseLaw has the knowledge and experience to provide these additional services. In addition, our law firm has vast experience in the construction of new hotels in particular, drawing up hotel management contracts which include the distribution of roles and responsibilities during the planning, construction, and running of the new hotel. We draw up all the necessary contracts and negotiate with the relevant authorities and site owners. 11

12 Tax & Investments In addition to private equity and venture capital investments, we offer advice on German/European-- American Real Estate Transactions. With an understanding of individual needs, we team up with hand selected tax specialists. Divergent industries, varying in size as well as financing instruments and corporate needs, require an approach that emphasizes flexibility and an international understanding of investments. Foremost in the German-- American business field, we provide paramount experience and quality advice that encompasses timely, practical, and innovative solutions to minimize risk and maximize outcome for our clients. Additionally, our broad network allows us to investigate and evaluate situations with a business sense and tailor the legal structures or contracts to such investment opportunities. Our advice is not purely driven by the law rather it is driven by a combination of the law, business objectives, and desired outcomes. White Collar Crime We consult companies operating in Europe and in Anglo-Saxon countries regarding the prevention of conflicts with national regulations concerning commercial practices and transactions (preventive consultation). Furthermore, we structure cross-border teams focused on white collar criminal defence working in cooperation with corporate attorneys providing a crucial link between corporate and criminal law. This link is becoming increasingly more significant on an international scale. These teams include non-legal professionals, such as CPAs and, if necessary, PR professionals to rebuild the client's image. In addition, bankruptcy and corporate transactions may implicate and require white collar criminal analysis. 12

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