Haynes and Boone, LLP | Professionals

Dennis Cassell has extensive experience assisting a broad spectrum of domestic and international clients with complex business transactions. His practice is focused primarily on negotiated and hostile mergers and acquisitions, business divestitures and the restructuring of business organizations in both public and private transactions. Dennis also represents publicly and privately held clients in the areas of corporate finance and securities transactions and regularly counsels boards of directors and executive officers relating to fiduciary duties and corporate governance issues.

Recent transactions in which Dennis has participated include his representation of:

Prophet Equity L.P. in its bankruptcy acquisition of the assets of Gulfstream Crane, LLC.
Prophet Equity L.P. in its acquisition of the stock of Ace Asphalt of Arizona, Inc.
Altec Lansing LLC in its Australian acquisition of the assets of Avega Systems, Inc.
Altec Lansing LLC in its bankruptcy acquisition of the assets of Vestalife, LLC.
Prophet Equity L.P. in its acquisition of the Altec Lansing division of Plantronics, Inc.
Trilogy, Inc. in its acquisition by tender offer of Versata, Inc., a publicly held computer software company.
Trilogy, Inc. in its acquisition of Artemis International Solutions, Inc., a publicly held computer software company.
Versata Enterprises, Inc. in its acquisition of Nextance, Inc., a privately held computer software company.
Versata Enterprises, Inc. in its acquisition of Gensym Corporation, a publicly held computer software company.
Versata Enterprises, Inc. in its acquisition of Clear Technology, Inc., a privately held computer software company.
Versata Enterprises, Inc. in its acquisition of Evolutionary Technologies International, Inc., a privately held computer software company.
Versata Enterprises, Inc. in its acquisition of Tenfold Corporation, a publicly held computer software company.
Versata Enterprises, Inc. in its acquisition of Nuvo Network Management, Inc., a publicly held Canadian computer services company.
Versata Enterprises, Inc. in its acquisition of Ecora Software Corporation, a privately held computer software company.
Consolidated Restaurant Companies, Inc., a restaurant holding company owning El Chico, Cantina Laredo, III Forks, Silver Fox, Cool River Café, Good Eats and Lucky’s, in the reorganization of its ownership structure and related financing transactions.

Selected Representative Experience

Gulfstream Crane Acquisition
Represented Prophet Equity LP in its acquisition, by an affiliate, of the assets of Gulfstream Crane, LLC out of bankruptcy.

Ace Asphalt of Arizona, Inc. Acquisition
Represented Prophet Equity LP in its acquisition, by an affiliate, of all of the stock of Ace Asphalt of Arizona, Inc.

Acquisition of Assets of Altec Lansing Division of Plantronics, Inc.
Represented Prophet Equity LP in its purchase of assets of Altec Lansing from Plantronics, Inc.

Acquisition of Ecora Software Corporation
Represented Trilogy, Inc. in its acquisition of Ecora Software Corporation.

Agreement and Plan of Merger
Represented Trilogy, Inc. in its acquisition of Tenfold Corporation.

Agreement and Plan of Merger
Represented Versata Enterprises, Inc. in its acquisition of Evolutionary Technologies International, Inc.

Agreement and Plan of Merger
Represented Trilogy, Inc. in its acquisition of Clear Technology, Inc.

Agreement and Plan of Merger
Represented Versata Enterprises, Inc. in its acquisition of NUVO Network Management Inc.

Agreement and Plan of Merger
Represented Trilogy, Inc. in its acquisition of Gensym Corporation.

Agreement and Plan of Merger
Represented Versata Enterprises, Inc. in its acquisition of Nextance Inc.

Agreement and Plan of Merger
Represented Trilogy, Inc. in its acquisition of Artemis International.

Acquisition by Tender Offer of Versata, Inc. by Trilogy, Inc.
Represented Trilogy, Inc. in its acquisition of Versata, Inc.

Memberships

State Bar of Texas, Business Law Section
American Bar Association, Business Law Section (Committee on Federal Regulation of Securities, Committee on Mergers and Acquisitions and Committee on Corporate Governance)
Dallas Bar Association

Online Publications

01/31/2003 - 24 - SEC Adopts New Rules on Auditor Independence
On January 28, 2003, the SEC published additional rules regarding the independence of accounting firms that audit the financial statements of public companies. These rules are a result of the Sarbanes-Oxley Act of 2002 (the “Act”) and were adopted by the SEC in accordance with Section 208(a) of the Act, although certain aspects of the rules expand upon the auditor independence provisions of the Act.

01/28/2003 - SEC Adopts Rules Governing Determination and Disclosure of Audit Committee Financial Experts

01/24/2003 - SEC Adopts Code of Ethics Disclosure Rules

01/24/2003 - SEC Adopts Rules Governing Disclosure of Non-GAAP Financial Measures and Amendments to Form 8-K

12/04/2002 - SEC Proposes Rules to Federalize Professional Conduct for Lawyers Practicing Before the SEC

11/01/2002 - SEC Proposes Rules on Internal Controls, Ethics Codes and Financial Experts on Audit Committees

09/18/2002 - NYSE Submits Changes to Corporate Accountability and Listing Standards to SEC for Approval

09/10/2002 - SEC Issues Final Rules On Accelerated Filing Deadlines for Certain Public Companies

09/04/2002 - SEC Issues Final Rules on Certification of Disclosure in Quarterly and Annual Reports

08/30/2002 - Sarbanes-Oxley Prohibition on Loans to Executives May Conflict with Compensation Practices

08/30/2002 - Sarbanes-Oxley Act of 2002: SEC Adopts Amendments to Accelerate Section 16 Filings

08/28/2002 - Sarbanes-Oxley Act Section 302 Certification

08/14/2002 - Sarbanes-Oxley Act of 2002: Important Changes to Insider Reporting Deadlines under Section 16

08/09/2002 - Sarbanes-Oxley Act of 2002: Suggestions for Compliance

08/02/2002 - Considerations for Sarbanes-Oxley Act Certification

07/31/2002 - Sarbanes-Oxley Act of 2002 Promises Far-Reaching Implications for Public Companies

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