Darren C. Baker's practice encompasses the representation of both public and private company clients in four principal areas:

1. Corporate merger, acquisition and divestiture transactions
2. Securities offerings and compliance
3. Intellectual property transactions and licensing
4. General business counseling and contract drafting

Mr. Baker has broad experience with respect to mergers, acquisitions and divestitures in both public and private company contexts and in a wide variety of industries. His experience encompasses the full scope of transactional work, including counseling with respect to deal structure, due diligence of target companies, drafting of operative purchase agreements and ancillary documents and facilitating transactions through closing.

Mr. Baker represents public company clients with respect to registered offerings of debt and equity securities. He also actively counsels clients with respect to annual, quarterly and periodic reports, proxy statements and related disclosure issues under the federal securities laws.

Mr. Baker has extensive experience in the drafting and negotiation of:

• Trademark, patent and copyright license agreements
• Agreements covering product design, development and distribution
• Contracts for the purchase and sale of technology and related intellectual property rights

His work also includes the counseling of clients on enhancement of intellectual property protection policies.

General Business Counseling and Contract Drafting
Apart from his corporate transactional practice, Mr. Baker also provides general business counseling and miscellaneous contract drafting to a large number of public and private companies in a wide variety of industries.

Experience

• Merger of Indiana-based utility holding company with Virginia-based diversified energy services company in a transaction valued at $6 billion
• Acquisition of Florida-based bank holding company for Wisconsin-based multi-bank holding company
• Acquisition of Utah-based auto salvage business for Illinois-based private company client
• Divestiture of West Virginia-based natural gas exploration and production company in a transaction valued at $330 million
• Purchase of software development company by leading financial services firm in a transaction valued at approximately $60 million
• Sale of major Midwest-based food distribution business in a transaction valued at approximately $25 million
• Purchase of multi-national retained executive search operation for leading executive search firm in a transaction valued at approximately $50 million

• $345 million registered offering of Premium Income Equity Securities (PIES) and $250 million registered offering of Puttable Reset Securities (PURS) for leading diversified energy company
• Remarketing of $345 million of previously offered PIES and related $345 million registered offering of 10-Year Notes for NiSource
• $500 million Universal Shelf Registration Statement for leading financial services company and related $200 million of note offering
• Representation of leading Chicago-area bank with respect to its bank note program

• Drafting and negotiation of intellectual property licenses and distribution agreements for Fortune 500 consumer products company and for a leading consumer technology company
• Drafting and negotiation of numerous joint development contracts, intellectual property licenses and product design and development agreements for leading manufacturers of insulated beverage and food containers, ice machine products and beverage brewing equipment
• Filling prosecution of portfolio of international trademark registrations for major writing instruments product line
• Purchase and sale of proprietary software programs for numerous public and private company clients
  

Publications

"Trademarks May Thwart Gray Market Importers," The National Law Journal (May 1998)

"ProCD v. Zeidenberg: Commercial Reality, Flexibility in Contract Formation, and Notions of Manifested Assent in the Arena of Shrinkwrap Licenses," 92 Northwestern University Law Review 379 (1997)