About The Firm

McKenzie Laird, PLLC offers business clients large firm expertise with the level of attention and efficiency that only a smaller firm can provide. Founded by the former corporate and securities section leader of a large firm and a former general counsel, McKenzie Laird offers the advice of not only experienced attorneys, but seasoned business executives with a client’s point of view. The firm also offers independent representation to boards of directors, board committees and officers and directors in situations where there is a conflict with regular outside counsel. McKenzie Laird will not only provide experienced and efficient legal advice and work product, but also add another perspective and viewpoint to your management team at rates and fee structures to fit your business or transaction. In addition to addressing a variety of legal and business needs for a flat monthly fee with a service called Innovative Business Law, we offer project based flat fees and competitive hourly rates with no hidden fees for staff and other administrative costs.

Areas of Practice

• Corporate law and governance
• Business transactions
• Private placements and equity offerings
• Mergers and acquisitions
• Entity formations
• Real Estate
• Commercial Law
• Nonprofits
• Employment Law
• Higher Education

Representative Experience and Transactions

McKenzie Laird attorneys have represented public and private companies engaged in a range of industries, including bank holding companies, insurance companies, business services providers, technology companies and health care companies, in a variety of financings and corporate transactions. Clients have also included underwriters, investment banks, venture capital and private equity firms, and mezzanine lenders, as well as individual investors, directors, executive officers and special board committees.

• Represented issuers in public offerings of corporate debt and equity securities, including a $600 million forward sales contract and an initial public offering raising $55 million.
• Underwriters’ counsel in public offerings, including a Canadian/U.S. equity offering under the MJDS.
• Represented financial advisors in public company mergers, including with respect to fairness opinions.
• Responsible for public company reporting and compliance under applicable securities laws, including the Sarbanes-Oxley Act, for NYSE and NASDAQ listed companies.
• Represented management in several leveraged buyout transactions, including a $76 million buyout of a division of a public company and acquisition of a competitor, and the acquisition of a chain of eight adolescent psychiatric hospitals.
• Represented acquirers and sellers in public and private merger and acquisition transactions, including insurance, bank holding companies, technology companies and service based companies.
• Represented issuers and investors, including venture capital and private equity firms, in sales and purchases of preferred stock or membership interests in numerous private offerings.
• Represented venture capital firms in the formation and closing of their funds along with periodic closings of new investors in the funds.
• Represented executive officers of publicly-held companies in negotiating their employment agreements.
• Represented shareholders in sales of stock to a NYSE-listed company.
• Represented the audit committee of a public company in the investigation of alleged internal control weaknesses.
• Serve as outsourced general counsel for several technology and service based companies managing contract negotiations, corporate governance and general legal issues.
• Formed numerous start up companies, advising owners of structure and governance issues and establishing formation documents and shareholder agreements and operating agreements.

HELO Group

McKenzie Laird PLLC is very pleased to announce its participation in HELO, a new and innovative network of veteran lawyers with high levels of experience in complex legal matters. We can now offer our clients a seamless introduction and way of working with other lawyers in the fields of intellectual property, tax, labor and employment, health care, litigation, real estate, and estate planning.

HELO is made up of experienced lawyers who all practice in small law firm settings. Each lawyer in the network delivers the same quality of service found in large law firms, but is able to offer substantially lower rates and more flexible billing arrangements. By pooling legal resources and experience, HELO lawyers provide unparalleled efficiency and value for services required for engagements of any size. More information can be found at www.helolawgroup.com.

McKenzie Laird, PLLC offers business clients an outsourced solution called Innovative Business Law to address their legal and business needs for a flat monthly fee. Whether you are a recently formed startup company, a venture backed growth firm or a publicly traded company looking to outsource some of its legal needs, Innovative Business Law can help you meet your objectives.

Innovative Business Law offers businesses the ability to budget and predict its legal costs over time. For a flat monthly fee, your business can have access to many of the services provided by an in-house attorney for a fraction of the cost. Areas typically included in the monthly fee include:

Business Transactions

• Contract preparation and review
• Letters of intent and term sheets
• Software licenses and vendor agreements
• Employment, severance, non-compete and stock option Agreements
• Trademark registration and intellectual property license issues

Entity Governance

• Board of Director and shareholder actions and minutes
• Shareholders’ agreements, operating agreements and by-laws
• Advice concerning duties and obligations of officers, directors and shareholders

Innovative Business Law typically covers most issues you may deal with in the ordinary course of business. Clients enrolled in the program will also save money and time on out of the ordinary transactions (such as equity issuances or acquisitions), since we are already familiar with your business.

Contact us to find out if Innovative Business Law is right for your company.

Attorneys

Robert Laird

Rob Laird represents private and public business clients and investors in corporate transactions, corporate governance, issuances of securities, mergers and acquisitions, information technology and venture capital investments. He has substantial experience in structuring and negotiating mergers and acquisitions, advising companies on capital formation and securities offerings, and advising boards of directors of private and public companies. Rob has been a frequent speaker at continuing legal education programs sponsored by the Tennessee Bar Association, Nashville Bar Association and other organizations on a range of corporate and securities law topics, including mergers and acquisitions, venture capital financing, formation of legal entities and corporate governance. Rob was voted by his peers in the Nashville Business Journal’s “Best of the Bar” in 2009. Because of his experience as in-house counsel, he understands the need for clients to have ready access to quality legal advice on a day-to-day basis. He therefore offers clients the option of retaining him for an hourly rate, a project basis, or to easily budget his services under a monthly retainer through the firm’s Innovative Business Law program.

Prior to co-founding McKenzie Laird, PLLC, Rob was a shareholder at Drescher & Sharp, PC and Vice-President and General Counsel for HealthStream, Inc. Rob received his JD and MBA in finance from the University of Tennessee. He received his BA in English from Tulane University. He has served as President of First Steps, Inc. and Treasurer of CASA, Inc. as well as on the boards of directors for The Ear Foundation and the Performance Excellence Committee of the United Way of Metropolitan Nashville.

An avid outdoor enthusiast, Rob enjoys biking, climbing, hiking and camping. These pursuits have taken him to the tops of many mountains and rocks as well as across the Grand Canyon and back in a day and across the finish line of the Ironman World Triathlon Championship in Hawaii.

Donald McKenzie

Donald McKenzie has maintained a general corporate, securities, venture capital financing and mergers and acquisition practice in Nashville since 1982. Mr. McKenzie has represented public and private companies engaged in a range of industries, including bank holding companies, insurance companies, business services providers and health care companies, in a variety of financings and corporate transactions. His clients have also included underwriters, investment banks, venture capital and private equity firms, and mezzanine lenders, as well as individual investors, directors and special board committees. Mr. McKenzie maintained his own law office from February 2005 to February 2010. Previously, he was with Stokes Bartholomew Evans & Petree, P.A. (now Adams and Reese, LLP), Sherrard & Roe, PLC, and Waller Lansden Dortch & Davis, PLLC.

Born in Harare, Zimbabwe, Mr. McKenzie received a LL.B. (Hons) in 1968 from the University of Rhodesia in Harare, Zimbabwe, and a LL.M. and diploma in comparative legal studies in 1974 from Cambridge University in England. While in Zimbabwe, he was in the Office of the Attorney General and in private practice at the Bar in Salisbury, Rhodesia (Harare, Zimbabwe). He was an officer in the Rhodesian army.

After emigrating to the U.S. in June 1975, Mr. McKenzie worked in New York City before moving to Nashville. Mr. McKenzie was a litigation associate with Weil Gotshal & Manges in New York, Freeman, Rothe, Freeman & Salzman, in Chicago, and Dunnington, Bartholow & Miller in New York.

Mr. McKenzie has been recognized in each edition of The Best Lawyers in America® since 1993, in Nashville Post’s “Best Lawyers in Nashville 2003,” the Nashville Business Journal “Best of the Bar” each year from 2003 through 2009, and in Chambers USA America’s Leading Lawyers for Business 2004 and 2005. He has been a frequent speaker at continuing legal education programs sponsored by the American Bar Association, Tennessee Bar Association, Nashville Bar Association and other organizations on a range of corporate and securities law topics, including mergers and acquisitions, venture capital financing, third party opinions, and corporate governance. Mr. McKenzie is a member of the mergers and acquisitions and federal regulation of securities committees of the American Bar Association’s business law section.

Lisa Bashinsky

Lisa Bashinsky focuses her practice in the areas of corporate and securities law, representing private companies in mergers and acquisitions as well as investors in venture capital financing transactions. Lisa also regularly assists clients with issues relating to business entity formation, entity conversions and corporate governance.

Lisa received her law degree from Vanderbilt University in 2008. While at Vanderbilt, she served as managing editor of the Vanderbilt Journal of Entertainment and Technology, and earned a certificate of specialization in Law and Business. Lisa received her bachelor's degree in psychology from Vanderbilt University in 1996 and her master’s degree in education from Vanderbilt University in 1999.

Prior to law school Lisa served as a marketing associate in both Houston and Nashville working closely with large public companies such as Enron, Invesco Aim, and Bowne, as well as with private companies and government entities.

Lisa is a member of the American Bar Association, the Tennessee Bar Association and the Lawyers’ Association for Women.

Todd McKee

Todd McKee has practiced law in Nashville since 1996 – eight years as a litigator representing clients in commercial and employment law matters and eight years as in-house counsel at Meharry Medical College and at an international nonprofit. Because of his experience as in-house counsel, he understands the need for clients to have ready access to quality legal advice on a day-to-day basis. He therefore offers clients the option of retaining him for an hourly rate, a project basis, or to easily budget his services under a monthly retainer through the firm’s Innovative Business Law program.

The breadth of Todd’s experience enables him to advise clients on a spectrum of legal issues that affect businesses, nonprofits and educational institutions. Typical services include:

General Business Law Corporate Governance Record Retention & Document Management Contract Review & Creation Policy Review & Creation Risk Reduction Pre-litigation Investigation & Dispute Resolution Litigation Management & Oversight

Employment Law Employment Contracts Supervisor & Employee Training EEOC Policies & Compliance EEOC Responses & Mediation FLSA Workforce Classifications Workers Compensation Review Employee Benefits Internal Investigations Union Relations & Grievances Independent Contractors

Nonprofit Law Corporate Formation IRS Tax Exemption Application Board Formation & Training Document & Policy Creation Fundraising Issues Foundation Support International Program Issues

Education Law Faculty & Executive Contracts Faculty Governance Appointment Promotion & Tenure Policies Student Admissions Practices FERPA/Student Privacy Student & Faculty Disciplinary Procedures

Todd earned his bachelor of arts degree in Political Science from the University of North Carolina and his juris doctorate degree from Samford University, Cumberland School of Law. He has been actively involved in the community, including participating as a mentor through YCAP and the YMCA’s Bridges Program, volunteering with the Nashville Pro Bono Program, serving on the board of the United Way’s Sennet Society, and co-founding the nonprofit ToolLife.org, which distributes tools to people in need around the world. When not working, he enjoys skiing, playing music and coaching sports with his wife and 3 sons and building guitars and furniture in his woodshop.

Talbott Ottinger

Talbott Ottinger represents individuals and companies with a focus on business transactions, including business entity formation, commercial transactions, including the development, sale, purchase and leasing of commercial real estate, affordable housing and community development and other general business matters. Talbott was born and raised in Lafayette, Louisiana, and attended Millsaps College in Jackson, Mississippi, where he graduated Cum Laude with a Bachelor of Business Administration degree. Talbott received his J.D. from the Paul M. Hebert Law Center at Louisiana State University.

Talbott practiced law in Baton Rouge with Jones Walker and specialized in commercial real estate and business transactions and represented developers and businesses in commercial transactions throughout the country. In 2002, Talbott moved to Nashville, Tennessee to pursue several entrepreneurial opportunities. Since moving to Nashville, Talbott has been involved in the creation of several businesses, including a fast casual restaurant specializing in chicken and a real estate consulting and brokerage company which specialized in the preservation of affordable housing communities throughout the country. In 2005, in the wake of Hurricanes Katrina and Rita, Talbott partnered with several national developers to pursue the development of multifamily communities throughout South Louisiana and handled the due diligence for the properties, assisted in the applications for GO Zone financing and oversaw the acquisition of several of the properties for development.

In 2009, Talbott returned to the full time practice of law with a firm located in Lafayette, Louisiana, and was admitted to practice law in Tennessee in 2012.

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