(Main Office)

Introduction

Their experience in complex Delaware transactional matters distinguishes The Delaware Counsel Group LLP as a leading Delaware-based law firm. The firm exclusively represents Delaware corporations and alternative entities in national and international business transactions.

Clients are counseled on their responsibilities under Delaware law and advised how to maximize the advantages available under Delaware's business statutes. Legal opinions are rendered and presentations to management are made, when necessary. The firm's goal is to help clients accomplish their business goals while minimizing the risk of liability to their entity and its management. The firm's clients include U.S. and international law firms, corporate legal departments and businesses such as Accenture and LaSalle Bank.

Expertise

Nimble in response time and big on service, The Delaware Counsel Group LLP prides itself in the knowledge and experience of its attorneys and legal staff. The focus of its practice makes it a valuable resource by providing experienced counsel in a select area of the law. Rather than simply "growth for growth's sake". The firm's philosophy embodies an "expert team" approach for clients who appreciate a relationship-based approach to legal services.

Structure Compatible with Clients' Goals

Not constrained by a billable hour requirement, the firm's attorneys provide personalized, hands-on expertise. They devote the time necessary to learn about their clients at the law firm's expense. The Delaware Counsel Group LLP attorneys are actively engaged in industry organizations to deliver the level of service their clients have come to expect.

The Delaware Counsel Group LLP partners and legal staff operate as a team, providing efficient and effective representation for clients. This team approach increases productivity, value and the quality of service delivered to clients. The success of the firm's philosophy and its approach to doing business is reflected in the loyalty of the firm's long-standing client base.

The legal team has practiced together most of their respective careers. The firm has no lateral hires. Rather, persons who work well within the firm's unique team concept are identified and groomed as potential members of the firm.

Cutting Edge

The Delaware Counsel Group LLP attorneys are well-recognized for their leadership in national and international organizations such as the International Bar Association, the American Bar Association, the Uniform Law Commission, the Delaware Bankers Association and NAMWOLF (National Association of Minority & Women Owned Law Firms). For years, they have participated in the drafting of business statutes on both a Delaware and national level. The firm's attorneys have been yearly presenters for a number of industry groups. This depth of involvement provides The Delaware Counsel Group LLP clients with access to an extensive base of contacts and information.

Credentials

The Delaware Counsel Group LLP is recognized by Chambers USA as a leading law in Delaware Corporate/Mergers and Acquisitions law and has achieved the highest rating for legal ability in Martindale-Hubbell.

The Delaware Counsel Group LLP is the only NAMWOLF certified firm providing this unique expertise in Delaware law. NAMWOLF's thorough and detailed certification process speaks to the firm's high level of quality of service, professionalism and expertise.

Statement of Practice

Banking Law, Business Enterprises, Business Formation, Business Law, Corporate Law, Commercial Law, Contracts, Limited Liability Company Law, Mergers and Acquisitions, Partnership Law, Real Estate, Venture Capital, Business Trusts, Investments, Mutual Funds.

Address

300 Martin Luther King Boulevard, Suite 200
Wilmington, DE 19801, (New Castle Co.)

Phone

Phone: 302-504-8117
Fax: 302-576-9608
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Website

http://www.delawarecounselgroup.com

MEMBERS OF THE FIRM

Ellisa Opstbaum Habbart, Esq. (Partner) admitted to bar, 1986, Delaware and Pennsylvania. Education: Temple University (B.B.A., 1981); Drexel University (M.S., Taxation, 1983); Villanova University School of Law (J.D., 1986). A founding partner of The Delaware Counsel Group LLP, Ms. Habbart exclusively represents Delaware corporations and alternative entities in national and international business transactions. Her clients range from international law firms to businesses such as Accenture and LaSalle Bank. She is included in Chambers USA as one of "America's Leading Business Lawyers" in Delaware Corporate/Mergers and Acquisitions law. In addition to her juris doctor and bachelor of business administration degrees, Ms. Habbart has a masters degree in Taxation. A national and international speaker, Ms. Habbart is the co-author of the annually updated text "Delaware Limited Liability Company Forms and Practice Manual" published by Datatrace. She also co-authored "Delaware Limited Partnership Law", a chapter of New York Law Journal's text "Partnership and Joint Venture Agreements". In addition to these two texts, she has authored numerous articles on Delaware business entities published in national industry publications. Prior to forming The Delaware Counsel Group LLP, she was an associate (1988-1993) and partner (1993-1999) with Prickett Jones & Elliott and Partner In Charge of the Stradley Ronon Stevens & Young Delaware office from 1999-2004. The majority of her team has practiced with her throughout her career. Member: American Bar Association ("ABA") Advisor to the Uniform Law Commission Drafting Committee on Uniform Statutory Trust Entity Act, Chair of the ABA International Use of U.S. Business Entities Subcommittee, Executive Committee Member of the ABA LLCs, Partnerships and Unincorporated Entities Committee and former Chair of the ABA Subcommittee on Business Trusts, REITS and Financing Vehicles; Conference Coordinator of Corporate and M&A Law Committee of the International Bar Association ("IBA") and former Vice Chair of the IBA Private Equity Subcommittee; Co-Chair of the Delaware Bankers Association Trust Conference Steering Committee; and appointee to the Delaware State Bar Association committee responsible for legislative amendments to Delaware Statutory Trust Act. Practice Areas: Banking Law; Business Enterprises; Business Formation; Business Law; Corporate Law; Commercial Law; Contracts; Limited Liability Company Law; Mergers and Acquisitions; Partnership Law; Real Estate; Trusts and Estates; Venture Capital; Finance; Securitization; International Law; Business Trusts; Investments; Mutual Funds; Investment Partnerships.Email: Ellisa Opstbaum Habbart, Esq.

James C. Strum, Esq. (Partner) admitted to bar, 1986, Delaware; 1987, U.S. District Court, District of Delaware and U.S. Court of Appeals, Third Circuit. Education: Brown University (B.A., 1982); Marshall-Wythe School of Law, College of William & Mary (J.D., 1986). Jim Strum's practice focuses on Delaware corporate and alternative entity advice and governance issues. He works extensively with law firms, banks and financial institutions, both nationally and internationally. Mr. Strum previously served as counsel in significant cases litigated in the Delaware Court of Chancery. Many of these cases involved the exercise of fiduciary duties by directors, managers and general partners. Mr. Strum is an appointee to the Delaware State Bar Association Alternative Business Entities Subcommittee of the Corporation Law Section. This committee is responsible for recommending legislative amendments to the statutes that govern limited liability companies, general partnerships, limited partnerships and limited liability limited partnerships. Mr. Strum served as an associate member of the Delaware Board of Bar Examiners from 1996 through 1999 and as a member of the Delaware Bar Association Nominating Committee. Mr. Strum devotes substantial time coaching youth baseball teams throughout the community. He had the privilege of being drafted as a pitcher by the Texas Rangers, a major league baseball franchise. Member: Delaware and American Bar Associations. Reported Cases: In re Cencom Cable Income Partners L.P. Litig.; Pfizer Inc. v. Warner-Lambert Co.; Sanders v. Wang and Computer Associates Intn'l; In re First Interstate Bancorp Consol. Shareholders Litig.; In re Circon Corp. Shareholders Litig.; In re Pennzoil Co. Shareholders Litig.; H.F. Ahmanson & Co v. Great Western Financial Corp.; In re QVC Inc.; Wells Fargo & Co. v. First Interstate Bancorp; In re Santa Fe Pacific Corp. Shareholder Litig.; Shamrock Holdings Inc. v. Polaroid Corp. Practice Areas: Banking Law; Business Enterprises; Business Formation; Business Law; Corporate Law; Commercial Law; Contracts; Limited Liability Company Law; Mergers and Acquisitions; Partnership Law; Real Estate; Trusts and Estates; Venture Capital.Email: James C. Strum, Esq.

OF COUNSEL

Heather D. Jefferson, Esq. (Marketing Partner) admitted to bar, 1995, Delaware and U.S. District Court, District of Delaware. Education: College Misericordia (B.A., 1991); Widener University School of Law (J.D., cum laude, 1995). Heather D. Jefferson combines a Delaware corporate and alternative business entities practice with experience in business development, client service and law firm operations. She works directly with the firm's national and international client base. Ms. Jefferson is responsible for the strategic planning, development and identification of all client-related enhancement activities. This includes everything from client intake and billing, to matter management, retention and expansion issues. As part of the client service process, Ms. Jefferson visits with clients to gain feedback and develop new projects based on industry and market trends. A 1995 graduate of Widener University School of Law, Ms. Jefferson clerked for the Honorable William T. Quillen of the Superior Court of Delaware. While in law school, she served as a judicial extern for the Honorable E. Norman Veasey, Chief Justice of the Supreme Court of Delaware. An active American Bar Association member, Ms. Jefferson is active in the Section of Business Law. She was one of five young lawyers to participate in the Section's Business Law Fellows Program. As an appointed Fellow, Ms. Jefferson was appointed to Venture Capital and Private Equity Committee, responsible for various substantive assignments, and assigned a mentor who is in Section leadership. In addition, she is active in the Section's Partnerships and Unincorporated Business Organizations Committee. Ms. Jefferson is a former Chair the ABA Women Rainmakers, served on the Law Practice Management Section's governing Council and was a member of the Section's Nominating Committee. Ms. Jefferson was recently appointed by the Delaware Supreme Court to serve as an Associate Trustee of the Lawyers' Fund for Client Protection of the Bar of Delaware. As an Associate Trustee, Ms. Jefferson participates in the investigations of claims by individuals who have suffered financial losses as a result of the dishonest conduct of lawyers. The fund is created by the Delaware Court to provide monetary relief such individuals. Member: Delaware and American (Member, Business Law Section) Bar Associations. Practice Areas: Business Enterprises; Business Formation; Business Law; Corporate Law; Commercial Law; Contracts; Limited Liability Company Law; Mergers and Acquisitions; Partnership Law; Real Estate; Trusts and Estates.Email: Heather D. Jefferson, Esq.

LEGAL SUPPORT PERSONNEL

Judith T. Kaiser (Admission pending). Education: National Center for Paralegal Training (Paralegal Certificate); University of South Carolina (B.A.). Ms. Kaiser brings over 20 years of experience working in the Delaware legal community and with the Office of the Secretary of State of the State of Delaware Division of Corporations. Ms. Kaiser manages time sensitive transactions involving Delaware entities for our clients and prepares documents involved in these transactions. With the aid of a computer in our offices that has a direct link to the Secretary of State's office, Ms. Kaiser is able to: file documents; calculate franchise taxes; calculate filing fees; obtain good standing certificates; obtain certified copies of documents; and obtain Uniform Commercial Code information. These capabilities allow us to expedite transactions to better serve our clients. Ms. Kaiser is the Director of DCG Services, LLC, an affiliate of The Delaware Counsel Group. DCG Services offers registered agent services for Delaware entities to our clients. Ms. Kaiser is a member of the Strategic Planning Committee of the Delaware Department of State. The Committee works closely with the Administrator of the Division of Corporations and the Assistant Secretary of State on legislative issues and revisions to Delaware corporate and alternative entity legislation prior to submission to the State Legislature.Email: Judith T. Kaiser