John B. McNeece, III

John McNeece's focus is in corporate transactions and international business transactions, including mergers and acquisitions, joint ventures, complex financial transactions, project development, real estate development and venture capital. Mr. McNeece also serves as a counselor to senior company executives to provide overall management of company legal issues. In addition, he represents Spanish-speaking clients, in their native language, on U.S. business and real estate transactions.

Recent Work/Representative Matters

Mr. McNeece's international work focuses on Mexico, and includes the following:

Representation of US investor/developers who are involved in the purchase and development of land in Mexico. The subject properties are in many regions of Mexico. The firm's work includes due diligence on title issues, conversion of ejido land to private use, environmental issues and entitlement issues; US-Mexico tax structuring; deal structuring to take account of the needs of private equity funds, including management of UBTI and ERISA "plan asset" issues; formation of Mexican entities to act as purchaser/developer; advice on governance issues for Mexican entities; financing arrangements and documentation; purchase and sale documentation, including liaison with notarios; preparation of contracts for architects and engineers; preparation of construction contracts; preparation of sales and marketing contracts; and advice on the condominium regime under Mexico law.

Representation of Mexican landowners who seek to sell land in Mexico or enter into a joint venture with a foreign co-investor/developer. The subject properties are in many regions of Mexico. The firm's work includes advice on ownership and tax structuring from the landowner's perspective; preparation of due diligence materials and liaison with the foreign investor/developer's due diligence team; analysis of purchase and joint venture offers; advice on negotiation strategies; deal structuring re governance and tax issues; financing documentation; purchase and sale documentation; joint venture documentation; and advice regarding ongoing management of joint ventures.

Representation of US and Mexican parties regarding acquisition, restructuring and refinancing of hotels in Mexico.

Representation of Silicon Border Development, LLC, which is building a 5,000 acre industrial park in Mexicali focused on fabrication of semiconductors, flat panel displays and solar panels. See www.siliconborder.com. The engagement includes representation on financing arrangements. The firm also prepared many of the White Papers on cross-border legal issues included in the website.

Representation of various US companies involved in maquiladora operations in Mexico, including representation on financing issues, labor issues, general corporate matters, and real estate.

Representation of Mexican entrepreneurs on their US business and real estate issues, and cross-border tax planning.

Representation of various Mexican companies in their US litigation.

Advised a major US construction company re due diligence and term sheets for construction of an aqueduct and hydropower plant in Baja California with an estimated construction cost of $780 million.

Represented a US mortgage company evaluating a potential Mexican mortgage lending program. The issues raised included structuring Mexican mortgages to attain a number of objectives: maximum enforceability, potential securitization in the US, and deductibility of interest on homes in Mexico against US taxes.

Represented a Mexican homebuilder owned by US and Canadian parties, where the firm was involved in loan transactions. Upon a change of ownership, the firm then represented the Toronto-based Canadian lender to the homebuilder.

Prepared an analysis for the San Diego County Water Authority on legal and institutional issues in establishing a binational seawater desalination project. That is a public document, and a copy is available upon request.

Represented the Inter-American Development Bank and NAFIN regarding formation of Fondo Pymex, a private equity fund. Fondo Pymex is based in Mexico City and is successfully up and running.

Part of a team engaged by the US Trade and Development Agency (TDA) to study the venture capital industry in Mexico. As part of the study, Mr. McNeece was the co-author of the final report, "Review and Action Plan for Development of the Venture Capital Industry in Mexico," prepared for Nacional Financiera, S.N.C., under a grant from TDA. This is a public document and a copy is available upon request. Based on this study, among other things, Mexico adopted new legislation on corporate governance and investor protection for private companies seeking investment, within the format of the newly-created sociedad anónima promotora de inversión ("SAPI"). This legislation, part of the new Securities Market Law, became effective June 28, 2006.

Represented Conexant Systems, Inc (NASDAQ), as to Mexican law issues, on the sale of Conexant's semiconductor assembly, module manufacturing and test facility, located in Mexicali, for $150 million in cash. This involved issues of Mexican corporate law, labor law, intellectual property law, customs law, and the law pertaining to maquiladoras.

Represented Heller Financial (now a part of GE Capital) on two Mexico-related lending transactions totaling $20 million, involving non-recourse loans to a leasing company doing business in Mexico. The loans were secured by leases with Flextronics and Celestica, respectively, including the lease receivables and the equipment in Mexico subject to the leases.

Represented Sempra Energy (NYSE), the parent company for San Diego Gas & Electric and Southern California Gas, with respect to its Mexico projects at the time Sempra entered Mexico. For its gas pipeline projects, the firm was involved in forming the initial Mexican joint venture companies and drafting the corresponding joint venture agreements.

Represented ABM Industries, Inc. (NYSE), which provides building maintenance, janitorial and elevator services to large U.S. companies across the nation, as the seller in a leveraged buy-out of an elevator manufacturing company in Mexico, where the buyer's payment obligations over time were secured in part by a guaranty trust (fideicomiso en garantía) over real property and equipment in Mexico.

Represented Autotote Corporation, now Scientific Games (NASDAQ), on contract issues with Hiprodomo de Agua Caliente, S.A. de C.V. for Autotote to provide race and sports book totalizator equipment to Caliente.

Mr. McNeece's U.S. corporate work focuses on Mergers and Acquisitions, and includes the following:

Represented Secure Wireless, Inc. and Advanced Bridging Technologies in mergers with Linear LLC, a subsidiary of Nortek, Inc.

Represented San Diego Magazine, a premier luxury-lifestyle publication, in its acquisition by Curtco Media Publishing.

Represented Selling Stockholders - Privately held company providing trenching services (for underground dry utilities) to residential developers, with largest market share in San Diego. Sale to private equity fund.

Represented Selling Stockholders - Privately held company in systems integration with focus on the private sector. Sold to private systems integration company with focus on the public sector.

Represented Selling Stockholders - Privately held company in engineering and manufacturing of wireless products. Sold to another private wireless manufacturer pursuing a "roll-up" strategy.

Represented Selling Stockholders - Privately held company in manufacturing and distribution of chemicals for reverse osmosis desalination. Sale to public company.

Represented Selling Stockholders - Privately held company in manufacturing and distribution of polyurethane flatproofing products and specialty tires. Sale to other major shareholder, with financing from a significant customer.

Represented Buyer - Private publishing company in transaction to purchase major "City Magazine".

Represented Seller, Conexant (Nasdaq: CNXT) - Sale of Mexican operations, including semiconductor assembly, module manufacturing and test facility for $150 million in cash to public company created from spinoff of Conexant assets, merged Alpha Industries. The resulting company now operates under the name Skyworks Solutions, Inc. (Nasdaq:SWKS).

Represented private U.S. Company in merger with private U.S. holding company for Mexican operating company. Client was involved in design and manufacture of chips for Radio Frequency Identification (RFID). Counter-party was involved in RFID applications.

Memberships

American Bar Association, Business Section, International Section

International Law Section, Cal State Bar, Past Chair of Executive Committee

Pacific Rim Advisory Council

San Diego Chamber of Commerce, Board of Directors, Chair, Mexico Business Center

San Diego Dialogue, Steering Committee