JULY 2007 ISSUE No. 67

Welcome to the July 2007 edition of
Business Leasing and Finance News

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FOUNDER'S NOTE
By David G. Mayer

This month marks the 10^th anniversary of my tenure at Patton Boggs LLP; and even more importantly, it marks a decade of success by the Dallas office as part of this unique, growing and dynamic firm.

This 10-year period has flown by for me as I have participated in and observed remarkable growth and progress in the Dallas office. We have grown from 22 total staff in 1997 to over 200 today. We recently hit 100 lawyers in Dallas as part of a firm of about 500 professionals—more than double the original cast. Our revenue has exceeded expectations; our business development has been impressive; our people have been collegial, hard working and fun.

I feel privileged and fortunate to have been a partner at Patton Boggs for the past decade, and I look forward to building the business and legacy of the firm for the future. I thank each of you, the readers of BLFN and the clients of the firm, who have helped us make this success possible. I thank Patton Boggs for supporting this newsletter for 5½ years, and for improving its content, technology and distribution. The marketing, editorial and technical team, as well as the many writers at the firm, deserve a huge round of applause as we complete this, our 67^th issue. Indeed, much good has occurred during the last decade.

We can do more now to assist you than ever before. I look forward to the next decade of serving you, bringing our talented lawyers to your aid, and to publishing more issues of BLFN. BLFN will make every effort to deliver you timely, useful, insightful and reliable information that, true to our mission, provides you with leasing and financing strategies for your success. Join us as we grow, and find out why Patton Boggs is and will be a powerful and dynamic force for the decades to come.

Feel free to contact me by telephone at (214) 758-1545 or e-mail at dmayer@pattonboggs.com to discuss BLFN’s topics or other issues affecting your business.

1. Ethanol Plants Fuel Opportunities Despite Potential Industry Consolidation

Interest in ethanol fuel supplies continues to heat up. Congress pushes legislative incentives to produce ethanol. Developers plan to design and build new plants. Lenders compete for project financing opportunities as construction and commercial operation of plants continue to populate the U.S. Yet, ethanol enterprises may encounter a wave of consolidations resulting from a temporary oversupply of the product, rising corn prices and a lack of distribution and infrastructure.

Federal Legislative Support

Under the Renewable Fuel Standard (RFS) of the Energy Policy Act of 2005 (“EPAct”), a small percentage, 2.78 percent, of the nation’s fuel supply must be provided by renewable, domestic fuels including ethanol and biodiesel. By the year 2012, the EPAct mandates the use of 7.5 billion gallons of renewable fuels (an increase from the estimated 5 billion gallons that will be used this year; however, under the RFS as implemented by the U.S. Environmental Protection Agency, nationwide volumes are predicted to reach over 11 billion gallons. Almost all of the renewable fuel is in the form of ethanol.

The ethanol industry has been a major benefactor of Congress’ attempts to please a wide-ranging group of constituents. Ethanol refiners also receive either a 51-cent rebate on the federal fuel tax for each gallon of ethanol added to gasoline, or a 54-cent federal income tax credit. A recent rule change by the U.S. Environmental Protection Agency raised from 100 to 250 tons the amount of pollution ethanol productions plants may emit before they must comply with Clean Air Act requirements.

Ethanol use appeals to environmentalists, anyone weary of the current status of oil dependence, and farmers who have struggled economically for decades. For these reasons, the ethanol industry enjoys protection and support from both Democrats and Republicans on Capitol Hill and in the State Capitols. This year, lawmakers in Washington have been contemplating an even higher ethanol production target. A proposed energy bill (HR 6) would increase the RFS to require refiners to produce and use 36 billion gallons of renewable fuel by 2022 - 15 billion gallons from grain and 21 billion gallons from cellulostic sources.

Industry Response

Federal action has promoted increased ethanol production very effectively – so much so that ethanol production is meeting and starting to exceed demand. According to information from the Renewable Fuel Association (RFA), there are currently 111 ethanol refineries operating in 19 states, with an annual production capability of more than 5.4 billion gallons. In addition, according to the RFA, 78 new plants are under construction and the expansion of seven existing plants will add another 6 billion gallons of new capacity by the middle of 2009.

These figures may be conservative. In June 2007, Ethanol Producer Magazine stated that within the next year, ethanol plant construction will produce an additional 5.94 billion gallons of production capacity. As production becomes more efficient, the production may rise further.

Agribusiness conglomerate Archer Daniels Midland Co., the country’s largest ethanol producer, with an annual capacity of about 1.1 billion gallons, reportedly has expansion plans that will raise that to 1.6 billion gallons within a year. Panda Ethanol Inc., for example, announced last fall that it will use cattle manure instead of fossil fuel to generate the steam used in the ethanol manufacturing process.

*Tip: Ironically, some states such as California have resisted the extensive use of ethanol based on pollution it causes. Such resistance could impede development in particular states. Examine closely the environmental issues and potential legislation before undertaking an ethanol project or financing.

Financing Ethanol Plants

As ethanol plants capture the interest of Congressional and industry players, financiers also have a significant role in bringing ethanol plants on line. Project financing, including construction financing, is available from numerous sources.

Several different types of financing may be used to support the development, construction and operation of an ethanol project. For example, in its award-winning plant in Texas, Panda Ethanol used the following types of financing:

• Long-term bank loan maturing in 2013
  
• Working capital facility maturing in 2011
  
• Tax-exempt municipal bonds supported by a $50 million letter of credit facility maturing in 2011

*Comment: None of these types of financing are new for infrastructure or power projects. However, the application to ethanol and willingness of lenders and other investors to complete real deals provide encouragement for long-term production of ethanol as an alternative, natural and useful fuel.

Challenges to Ethanol Use

The increased focus on ethanol production faces some practical and political problems. For instance, increased use of corn by the ethanol industry may cause food prices to increase as corn prices continue to rise. Corn is a staple in the diets of many Americans and of domesticated animals.

*Warning: The political implications of increasing food prices for fuel remain to be seen.

Even more significant problems with ethanol involve its transportation and distribution. Ethanol is primarily produced at facilities near cornfields in the Midwest, hundreds of miles from urban centers on the coasts where the largest consumer markets exist. Each of the different transportation and distribution methods for ethanol has attendant hurdles.

• First, it may not be cost effective or efficient to ship large quantities of ethanol by truck because of the lack of infrastructure and the per gallon expense associated with transporting the relatively small quantities by truck.

• Second, the current method of transporting vast amounts of fuel, via pipelines, is not yet an option for ethanol because ethanol cannot be shipped through the same pipeline system as other fuels. Ethanol differs from other fuels because it is water soluble and absorbs water which naturally occurs in a pipeline, rendering the ethanol unusable. Ethanol can dissolve and carry impurities which would be harmful to motor vehicle engines. And it is corrosive to the pipeline’s seals and valves.

• Third, rail systems cannot necessarily handle the increased load, and depends heavily upon barges and trucks for supplemental shipping capacity.

In short, investment opportunities in ethanol production facilities may be limited until the industry develops efficient and safe methods to distribute and transport ethanol around the U.S.

*Tip: Examine closely the environmental issues before undertaking an ethanol project or financing. Hire environmental and local counsel early in a project to sort through any current or prospective regulatory restraints and legislative hurdles that may arise.

New Pipelines for Ethanol

Ethanol pipelines may provide the most efficient and cost-effective transportation method over the long run to move ethanol from the production plants to storage facilities for local distribution. Recently, Congress expressed interest in conducting a study of some of the issues attendant to an ethanol pipeline.

The reality of constructing an ethanol pipeline would most likely be at least a decade away. Developers will inevitably confront issues ranging from location issues to technical issues.

*Tip: These impediments could be overcome as a well-developed market for ethanol develops and plants produce sufficient volume of ethanol to justify pipelines. Consequently, a potentially lucrative investment in this market may ultimately exist in building and operating ethanol pipelines.

Oversupply and Consolidation

As production rises, smaller developers and operators may encounter price reductions for ethanol to an extent that threatens their independence or even their long-term survival. According to one industry source, an “ethanol plant saw net profits as high as 85 cents per gallon in July 2006 and as low as 2 cents per gallon in February 2007.” See Hypothetical Ethanol Plant is an Exercise in Market Volatility, By Todd Neeley, Ethanol Producer Magazine (July 2007).

On June 18, 2007, The Wall Street Journal published an article titled “Ethanol Producers Expect Consolidation.” The article suggests that lower profitability is driving ethanol producers to position themselves for consolidations. In another article in The Wall Street Journal by Jessica Resnick-Ault, David Black, president of Americas Strategic Alliances LLC, a Dallas investment and merchant bank, stated that “[a] profit squeeze will happen a couple of times over the next few years.” Even publicly traded ethanol producers anticipate industry consolidation.

Conclusion

No one doubts that a need exists and is growing to solve America’s unquenchable thirst for fuel and other energy resources. Ethanol offers promise to solve some of America’s dependence on foreign oil and gasoline. However, the intense concentration on developing ethanol supplies has potentially set in motion excessive production and has already caused prices to decline. As a result, the major players could be the beneficiaries of consolidation of the industry, as they harvest the product of entrepreneurial efforts made in ethanol in the past few years.

In the meantime, opportunities continue to crop up for financing ethanol plants and some pipelines. Other opportunities should arise when the nearly inevitable consolidation begins for mergers and acquisitions. The industry is growing fast and as it matures, it should provide a plentiful source of clean fuel and energy that the U.S. so badly needs.

Thanks to Amy Koch, Douglas Everett, and Victoria Strohmeyer of the Patton Boggs Energy and Natural Resources Group for contributing this article.

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2. SEC Gives Smaller Public Companies Improved Access to Equity Markets and Sarbanes-Oxley Relief

The Securities and Exchange Commission (SEC) recently made a significant announcement in Press Release 2007-102 affecting smaller public companies. The SEC said that it intends to adopt rules to ease the regulatory burden on smaller public companies and enhance their access to the equity markets.

Public Float Requirements

For the first time in 15 years, the SEC has modified the public float eligibility requirements for primary offerings filed on a short-form registration statement, Form S-3. These rules would affect most public companies having up to $75 million in public float.

*Terms to Know: The term “float” means publicly-traded stock held by non-affiliates. A Form S-3 is used for purposes of registering stock by public companies.

These companies must still meet the eligibility conditions for the use of Form S-3 and may not sell more than 20 percent of their public float in privacy offerings on Form S-3 over any one-year period. Form S-3 registration statements are less expensive to prepare and less likely to be reviewed by the SEC.

Improved Access to Public Equity Markets

The SEC is also improving access to the private equity markets by permitting limited advertising of Regulation D private placements to high net-worth investors, increasing the number of investors who qualify as accredited investors and the pool of capital available for Regulation D placements.

*Term to Know: Regulation D [17 CFR 230.501 – 230.508] provides a safe harbor for the private placement of stock.

Private placements will also be more attractive to investors under the new rules, as the holding period under Rule 144 for restricted stock will be cut in half, to six months. Since that will increase the liquidity of the stock, the amount of the discount on the sale of the stock from the market price for registered stock should be reduced.

*Term to Know: Rule 144 [17 CFR 230.144] is a safe-harbor provision for the sale of restricted stock.

Sarbanes – Oxley Relief

The SEC recently announced in Press Release 2007-101 that it will ease the regulatory burden of internal controls affecting smaller companies. It plans to move toward a “top-down,” risk-based approach to internal controls, rather than an approach based on full-scale audit principles. This change will, in effect, enable the SEC to pull back on its regulatory grip on smaller public companies, help the companies reduce compliance expense under Section 404 of the Sarbanes-Oxley Act and increase working capital of smaller public companies.

*Tip: For lessors and lenders, the SEC actions mean that their smaller public companies, lessees and borrowers should be able to raise more equity more efficiently and quickly in both the public and private markets without much loss in transparency and available public information. Once these companies receive increased equity infusions, they should be able to improve their covenant ratios. In the long term, lessors and lenders should find new opportunities to lend and lease to companies backed by more equity capital.

The SEC has finally started to realize that smaller public companies need a break. They do not function like, or have the resources of, larger public companies. With some impetus from the market, the SEC may have just shown that it can make smart business decisions that still protect the public interest.

Thanks to Norman R. Miller of the Patton Boggs Corporate Governance (Sarbanes-Oxley) group for contributing this article.

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3. International Registry Goes Live with Registrations of Fractional Shares in Aircraft

The old adage of, “Be careful what you ask for, you may get it,” may apply to the new registration system for fractional or partial interests in aircraft on the International Registry in Dublin, Ireland (“IR”). Starting June 6, 2007, the IR initiated service that allows owners to register their ownership of a fraction or partial interest in an “aircraft object.” Similarly, the lenders or lessors, among others, may register up to 15 different interests in that fractional share or portion of a whole aircraft object.

*Terms to Know: The Cape Town Convention created the IR. The related Aircraft Protocol extends the Cape Town Convention to “aircraft objects” worldwide to ratifying nations, including fractional shares. The Cape Town Convention and the Protocol together create an international “Treaty.” The term “aircraft objects” refers to aircraft certificated for at least eight seats (including crew), helicopters certificated for at least five seats (including crew) and engines rated with at least 1,750 pounds of thrust or 550 horsepower. The Treaty relates to “international interests” in aircraft objects, which refers to rights that may arise under a security agreement (an agreement that grants rights in collateral), lease agreement or title retention agreement (such as a conditional sale). An “administrator” means the person with authority to act on behalf of the registry user on matters dealing with the IR under Section 2.1.1 of the Regulations for the International Registry (2005) (Regulations). A “transacting user entity” (TUE) refers to the legal entity or natural person intending to be named a party in one or more registrations at the IR under Section 2.1.11 of the Regulations.

The Fractional Share Registration

Although the original IR software did not include registration of fractional shares or partial ownership of aircraft objects, the new software changes permit such registration.

Previously, the parties to a transaction involving fractional or partial interests could not register fractional shares. As a result, the fractional industry, led by NetJets, Flexjet and Citation-Shares, created a “Subordination and Disclaimer Agreement” to establish priority and rights in fractional shares or partial interests. For more on the status of the IR’s development and progress, see International Registry Poised to Implement Fractional Share Registrations, by David G. Mayer, Business Leasing and Finance News (March 2007).

How Fractional or Partial Ownership Will Be Registered on the IR

Aviareto, the entity appointed to administer the IR, enhanced the software at the IR to enable owners and financiers to register their respective interests in a fractional share or partial ownership of an aircraft object. After extensive testing, the software became operational on June 6, 2007, and the IR is now available for the registration of fractional and partial interests in aircraft and engines.

*Tip: TUEs that use an Oklahoma City law firm or title company known to the IR may speed up signup of an administrator for the TUE.

One of the changes in standard IR procedures is that every TUE must designate a “backup contact” who can be consulted if the IR has any problems or disputes with regard to an account. The “backup contact” must be someone other than the administrator but does not have to be an employee of the TUE.

The backup contact never has access to IR or an approved account or right to work on IR. The IR has instituted procedures to speed up approvals of administrators by IR staff (to about a day or two) if the application to establish an account is made by a law firm or title company who is experienced in this area and has already gone through a certain level of diligence with the IR.

The IR system now allows a party to identify each fractional share (or partial interest) owned by any person by name and assigned percentage of interest (up to six decimal places). For example, if a purchaser of a fractional interest buys a one-half fractional share of the whole aircraft object, its interest will be shown on the IR as “50.000000%” of the whole aircraft (in decimals, not fractions). The fractional share will be registered in the name of the owner of the share. The IR will denote the original purchase of the share or partial interest as a “contract of sale.” Any financing will be denoted as an “international interest.”

The new software includes the following features:

• Check the Box – appears on the “Register, Amend or Discharge Interest” page at IR and indicates a “fractional or partial interest” transaction is being registered;
  
• 16 Different Interests – listed on drop down-box of fractional interests that may be applied to each fractional interest (or partial interest), which should be same as interests that may apply to whole aircraft;
  
• Prospective Use Only – users will not be able to partially discharge an interest created before the “go live” date (June 6, 2006);
  
• Multiple Transactions – IR provides “Add” and “Remove” buttons to keep the “shopping” list correct or allow users to remove/correct errors. Users can check a list and get “Request Authorisation to work on Aircraft Objects,” called “multiple transactions, single listing”; (the “Authorisation Request confirmed” page will show multiple interests and will be available later in the IR’s “phase II” work on the registration software).
  
• FAQs – a new feature is provided on the “List interests with status and give consent” page to help users better navigate the Aviareto;
  
• FAA Authorization Code – to enter IR provided by the FAA on “Register, Amend or Discharge Interest” page at IR; and
  
• Consents – other parties consent to registration under link under “Register or Consent to Interest” with respect to each fractional or partial ownership interest.

*Tip: The IR has also updated its manual “User Documentation, Information and Reports” by adding “quick guides,” which are checklists to assist IR users to register transactions correctly.

No IR Policing on Registrations

Owners may actually register a percentage of ownership or rights that exceeds (or is less than) their real interests. In other words, the 50 percent financier could register an international interest in 80 percent of the aircraft object even though the registration exceeds the owner’s 50 percent interest.

Similarly, if a lender has registered an international interest in an aircraft on the IR, the system will reflect what percentage interest has been released and the remaining interest held by the lender as all or any portion of that international interest is discharged on the IR. For example, if a lender takes an international interest (i.e., a lien) in an undivided 50 percent interest in the aircraft and then discharges (releases) a 25 percent interest in the aircraft, the IR will show that lender has released a 25 percent interest in the Aircraft and retains a lien on an undivided 25 percent interest in the aircraft.

The IR system does allow a party to designate a sale or financing (lien) or lease of a fractional interest in an aircraft or an engine. However, there are no controls that stop a party from selling or granting liens that exceed a 100 percent interest in the aircraft. This functionality is consistent with the original design of the IR and similar systems such as the UCC. It relies on the parties to a transaction to file and register their interests correctly.

*Technical Points: Because both parties to a sale or financing must consent to the registration of a particular interest, this type of error should not occur, in the absence of a mistake or fraud. If a mistake occurs, the parties should be able to correct the mistake by the registration of a sale of the excess interest back to the seller and a lender could make a partial discharge of the excess international interest that it obtained by mistake.

The IR takes the view that it does not control or police the percentage of interest registered by transaction parties. The question is whether a fractional or partial owner could fraudulently or mistakenly transfer or finance an interest greater than the interest it actually owns. Although the intentional misuse of the IR is unlikely, both fractional owners and financiers alike could use the IR to create a mismatch between actual ownership and registered ownership.

*Warning: If the parties cause or permit a mismatch to occur between actual ownership and registered ownership and interests, the parties should take quick action to resolve the problem.

If the parties fail to voluntarily correct the error in registration, the parties who have been wronged may have to take legal action to rectify the record. The problem becomes serious if not resolved because Article 29(1) of the Cape Town Convention establishes priorities in aircraft and engines based on the order in which IR registrations are made, potentially allowing a party without the valid ownership or interest to have priority over the parties that does have valid ownership or interest and create a dispute over rights or interests and/or cloud title on the aircraft object.

*Tip: When buying or financing an interest in an aircraft or engines, the transaction parties should diligently examine the records of the FAA as well as review underlying documents that support the seller’s or debtor’s claim to an interest in an aircraft and/or engines. Additionally, in making corrections to the IR records, watch out for such transfers that could have other implications such as sales, use and property taxes or re-registration of the aircraft in question at a national registry such as the FAA.

Article 7 – Formal Requirements – of the Cape Town Convention provides in Article 7(b) and “Comment 5” that a “chargor” (debtor), conditional seller or lessor (and the Protocol adds the seller to this list) must have the “power to dispose” of the aircraft and engines to have a valid transfer. If the parties can prove that the transferring party does not, under applicable law, have the power to dispose of the interest to effect a transfer, the IR registration should be invalid at least with respect to the erroneous portion of interest.

*Terms to Know: The “power to dispose” covers “every form of disposition encompassed within the power and relevant to the transaction between the debtor and the creditor, whether taking the form of a grant of security interest, a sale under a reservation of title or a lease.” It includes “the right of disposal, as where the debtor [a lessee or borrower], seller or lessor is either the owner of the object or authorized by the owner to dispose of it.” The power to dispose is broader than a right to transfer or convey an interest in property. It can arise under the Cape Town Convention or under national or local law. See Official Commentary, By Professor Sir Roy Goode, International Institute for the Unification of Private Law (UNIDROIT) (2002) at 66-67.

An owner under applicable law can dispose (transfer or convey) of all or a portion of a fractional or partial ownership interest in an aircraft. The whole point of the registration system and the IR is not to throttle the parties’ rights and actions to register interests and rights, even if not correctly completed, but rather to “give transparency as the existence of international interests and other registrable interests and to avoid secret interest.” See Article 7, Comment 5 at 67 of the Official Commentary.

Mitigating the Risks of Mismatching Interests and Rights

The parties can and should mitigate the risk of incorrect registrations if they:

• Use caution to match the ownership and financed interests so the registration always reflects correct international interests and ownership on the IR;
  
• Confirm that the interests reflected in the IR are also reflected in the records of the FAA and if they do not you need to start asking questions and conducting additional diligence;
  
• Keep a spreadsheet, if you are a fractional program sponsor, of all interests relating to an aircraft object on a spreadsheet program so you can sort the transaction history, interests, contracts of sale and discharges, together with the assigned “file numbers” at the IR, to make sure no incorrect (excess or shortfall) registration of interests in the whole aircraft objects occur at any time;
  
• Purchase title insurance when any mismatch occurs and extra protection seems imperative in your transaction, which puts the risk on the title company that the true interests will prevail in a dispute over title or the perfection and priority of a lien; and
  
• Add further assurance provisions to the purchase documents for the programs that specifically require corrections must be made on notice and at the expense of the party who made the error.

Conclusion

Fractional share or partial interest owners and their financiers can now register their respective interests or ownership on the IR 24 hours a day, every day of the year. With attention to the details, the fractional owners and their financiers should be able to use the IR routinely to protect their rights, ownership and international interests. However, they will have to be careful not to register a slice of the aircraft object pie that is larger (or smaller) than the one in which they actually have an interest.

Thanks to , Director of Legal & Contracts at Bombardier’s Flexjet and to Frank Polk of McAfee & Taft’s Aircraft Department for editing this article.

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4. BLFN’s Finance 101: What is the “Foreign Corrupt Practices Act”?

As international and cross-border business continues to expand, U.S. companies should remain vigilant about the potential application and serious consequences of violating the U.S. Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§78dd-1 (1977 and amended 1998).

*Warning: Compliance with the FCPA is not an option. It is essential to protect most U.S. companies, including companies that issue securities, U.S. domestic organizations and their employees, officers, directors and agents, wherever they are located.

The FCPA prohibits corrupt payments to “foreign officials” for the purpose of obtaining business or keeping business. More specifically, the FCPA prohibits giving or promising anything of value, directly or indirectly, to foreign government officials, political parties or party officials for such purposes or even to gain a business advantage. In other words, the FCPA looks for incidents of bribery. In addition, keeping inaccurate books and records can cook the goose of the record keepers and their bosses.

Enforced by the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC), companies that violate the FCPA can face steep civil and criminal penalties. Moreover, individual officers, directors and employees of a company can be liable for criminal penalties and possibly imprisonment for violating the FCPA. This risk, along with job losses of top corporate officers found guilty of bribery and other related crimes, can be particularly crippling to a company. The DOJ and SEC can use the broad scope of the term “foreign official” to find a violation. Foreign officials include officers or employees at almost any level of government-owned or controlled enterprises and business organizations. Political office-holders and candidates for office can also present FCPA problems.

Governments may control enterprises or business organizations or own them without obvious signs to outsiders, especially in China or even in India, or other expanding economies worldwide. U.S. business people within the scope of the FCPA must exercise caution in the way they do business.

*Tip: If you do international or cross-border transactions, consider the following steps to protect yourself from violating the FCPA:

• Determine whether your business counterparts have any role or position in government, especially governments like China, where many bureaucrats can play minor roles in what appears to be a private company;

• Perform diligence to assure that the organization or enterprise in your transaction is or is not a foreign governmental entity under the FCPA;

• Remember that no violation is too small (that is, no de minimis rule exists);

• Keep complete and accurate records of trip expenses and the reason for the expenses and only pay reasonable sums that reflect actual (and not inflated) value;

• Avoid any request or payments in cash, directly or indirectly, through any agent or otherwise, to avoid any violation or appearance of a violation of the FCPA;

• Obtain advice to understand the limited exceptions to and the scope of the FCPA under current law; see U.S. v. Kay, No. 02-20588, Appeal from the U.S. Dist.Ct., So. Dist. Texas (No. Crim.A.H-01-914) (5^th Cir. 2004) and SEC Amicus Curiae Brief (Sept. 2002);

• Include contract provisions, such as representations and warranties, to obtain assurances regarding each of the points above and to ensure that both parties are aware of the need to comply with the FCPA.

Ironically, the FCPA has allegedly put U.S. businesses at a competitive disadvantage to some of their foreign counterparts whose rules do not prohibit payments forbidden by the FCPA. As a result, the law remains controversial among U.S. organizations with multinational activities. In any event, every affected organization should treat the FCPA seriously to comply with it regardless of the consequences on any single transaction, as the SEC and DOJ really mean business under the law.

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About Patton Boggs LLP; Publications

Patton Boggs LLP is a law firm of more than 500 attorneys and other professionals located throughout the United States and internationally in Doha, Qatar.

Patton Boggs has major practice areas in Business, Intellectual Property, Public Policy, and Litigation. These areas are composed of many practice groups designed specifically to meet client needs and the trends in developing legal markets. David G. Mayer often focuses on aviation, power, transportation, infrastructure, and technology matters.

The firm provides a broad array of skills in domestic and international business transactions, including equipment finance and leasing, corporate finance, secured transactions, syndications, mezzanine finance, federal leasing, project finance, real estate, health care, pharmaceuticals, technology transactions, and public policy work.

Publications

The following list offers a sample of articles by David G. Mayer:

• Managed Service Providers Use Innovative Capital Structures to Fund CAPEX, Financier Worldwide, by David G. Mayer (May 2007).
  
• The USA PATRIOT Act Renewed: Reassessing Money Laundering Risk in Finance Transactions, by Stephen J. McHale and David G. Mayer, LNJ Leasing Newsletter (Two Parts: Nov. & Dec. 2006).
  
• Unique Pad Gas Lease Supports Project Financing and Development of Gas Storage Facility in U.S., by David G. Mayer (with Fortis Capital Corp.), Asset-Based Lending Review, Financier Worldwide (Nov. 2006).

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Thanks to BLFN’s Team

I would like to thank BLFN’s team at Patton Boggs LLP. The team includes J. Atwood Jeter, a senior associate in the firm’s business transactions, real estate, and wind energy groups; the Patton Boggs staff editors, Paul Dumansky and Adrian Nicole McCoy; our Project Manager, Melissa Green; Claire Campbell; and our designer, Winston Jackson. Thanks also to Douglas C. Boggs, a Business Group/Securities partner and web site reviewer for BLFN, and our Marketing Chief, Mary Kimber, for assisting BLFN through our firm’s editing, design, and posting process.All the best,

David

David G. Mayer
Founder: Business Leasing and Finance News
(formerly Business Leasing News)
Partner: Patton Boggs LLP
2001 Ross Avenue
Suite 3000
Dallas, Texas 75201
(214) 758-1545 (phone)
(214) 758-1550 (fax)

E-Mail: dmayer@pattonboggs.com

© David G. Mayer 2007

The “For Dummies” part of my book, Business Leasing For Dummies (BLFD)®, is a registered trademark of Wiley Publishing, Inc.