Corporate & Transactional

We have extensive experience in commercial finance, representing many major lenders in Ohio, serving as special counsel for many other national financial institutions, and representing commercial borrowers. We have experience with transactions ranging from acquisition, real estate, and asset-based financing to securitizations and debt issuances. Our commercial finance attorneys regularly structure, negotiate, and close commercial loan transactions, with values ranging from $100,000 to $500,000,000. We also have significant experience in workout and bankruptcy-related matters, working on behalf of lenders, debtors-in-possession, and creditors on matters such as structuring inter-creditor relationships and negotiating loan workouts.

Our group has substantial depth and experience representing emerging growth companies, entrepreneurs, and their investors. The group regularly provides counseling to both business ventures and their investors in matters such as raising capital, the issuance of debt and/or equity securities, structuring to properly qualify for exemptions from registration requirements imposed by federal and state securities laws, and the negotiation of investor agreements and equity agreements with employees and independent contractors. We have extensive experience representing majority and minority shareholders in squeeze-outs and other minority shareholder disputes.

We represent franchisors and franchisees regarding matters of entity formation, structure and financing, acquisitions, sales, reorganizations, franchise registrations and compliance, franchise agreements and offering circulars, franchising relations and disputes, purchase and sale of franchises and dealerships, advertising and co-branding programs, and franchise protection systems.

We regularly assist clients in various industries to protect and manage intellectual property assets, including trademark and copyright protection. We assist clients in the commercialization and exploitation of their technology and intellectual property assets. Our work in this area includes negotiating a wide variety of technology development, licensing and global distribution contracts, strategic partnering and corporate partnering arrangements, and joint marketing and sales pacts.

Our mergers and acquisitions practice involves the negotiation, documentation, and closing of a number of business mergers, acquisitions, and divestitures each year involving public and private companies. These corporate clients are active in banking, communications, manufacturing, distribution, healthcare, technology, software and computer fields, and in a wide variety of service industries. We have used ESOPs to facilitate acquisitions and sales of closely held businesses. Also, our mergers and acquisitions attorneys regularly coordinate with our colleagues with bankruptcy and workout experience in assisting clients in the acquisition, divestiture, and financing of financially troubled companies.

We regularly assist religious, charitable, scientific, and other nonprofit organizations on formation issues, state and federal tax exemption matters, and ongoing corporate, governance, and tax matters. Our nonprofit clients include, among others, churches, cemeteries, educational institutions, hospital and healthcare organizations, trade associations, major league sport foundations, and international non-governmental organizations.

We advise national and regional retailers on matters that involve consumer protection laws, including advertising, consumer finance, point-of-sale practices, special industry regulations, privacy, gift card and merchandise credit programs, and liquor and food issues.

Through our securities and corporate finance practice, we handle securities and financing matters. This includes the representation of issuers of equity, debt, and hybrid securities in private placements. Our corporate attorneys are experienced in business restructurings, mergers, acquisitions and dispositions, venture capital financing, capital transactions, securitization of assets, and in virtually all areas of general corporate law. We also aid in evaluating and developing strategies for transactions and in structuring and drafting proposals and letters of intent.

We regularly advise businesses on a broad range of technology, Internet, and electronic commerce matters. Members of our group have represented companies in the negotiating and drafting of computer equipment and software procurement contracts, outsourcing and facility management arrangements, network expansion, electronic commerce, strategic partnering and joint venture relationships. Our experienced lawyers have worked with the development, licensing, transfer and protection of intellectual property, software, technology and proprietary rights, website creation, design, development and hosting, terms and conditions, and policies regarding privacy, spamming and data protection, and advertising, co-branding, marketing, and linking agreements.