Corporate & Business

Our business is all about understanding yours.

Our Corporate & Business group's clients range from public companies and nationally known financial institutions to closely held businesses, entrepreneurial ventures, and local and national nonprofit corporations. We have represented clients in virtually every major type of corporate and finance transaction. These include public and private securities offerings, corporate finance transactions, public and private mergers, acquisitions and dispositions, spin-offs, emerging company issues, technology transfers and licenses, communications matters, commercial lending, franchise matters, and international matters.

We practice in the multitude of areas affecting business and industry on a daily basis, including a general corporate practice involving entity formation and business and commercial contracts including noncompetition, confidentiality, trade secrets and independent contractor agreements, and purchase orders and terms and conditions for the sale of goods or services. We also draw upon our firm's full-service capability by working with attorneys from our tax, labor, communications, environmental, employee benefits, real property, healthcare, and regulatory practices when those disciplines are relevant to a particular transaction.

Specific areas of practice include:

Mergers & Acquisitions

Our mergers and acquisitions practice involves the negotiation, documentation, and closing of a number of mergers, acquisitions, and divestitures each year involving public and private companies. These 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.

Emerging Businesses

Our group has substantial depth and experience representing emerging growth companies, entrepreneurs, and their investors. A number of members of the group have formed, planned, and nurtured the development of new and expanding ventures in technology, communications, and other fields of commercial endeavor. 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 stock agreements with employees and independent contractors. We have extensive experience representing majority and minority shareholders in squeeze outs and other minority shareholder disputes.

Technology, Internet & E-Commerce

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 procurements, outsourcing and facility management arrangements, network expansion, electronic commerce, strategic partnering and joint venture relationships, 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.

Intellectual Property

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.

Securities & Corporate Finance

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

Franchising

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.

Commercial Finance

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.

Retail Merchants

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.

Advertising

We regularly assist clients with matters relating to print, broadcast, and electronic advertising, including comparison advertising, discount and closeout advertising, and advertising for specially regulated products, such as catalog offerings, warrantied products, consumer loans and leases, realty services, mortgages, liquor and adult-oriented material. We also regularly advise clients on promotional matters, including sweepstakes and contests, and promotional gift cards.

Consumer Finance

We advise clients regarding consumer finance matters, including compliance issues associated with credit card, debit card, gift card and stored value card issuance and acceptance. Our consumer finance attorneys have assisted numerous retailers and financial institutions with programs and products involving consumer payment and financing plans, online electronic funds transfer matters, stored value card issuance, and the development of in-store and online electronic payment systems and recurring payment plans. Additionally, our consumer finance attorneys have significant experience in product and service program development involving debt collection and credit reporting matters.

Point-of-Sale Practices and Special Industry Regulation

We advise retail clients with developing policies and procedures that comply with applicable consumer protection laws. We regularly work with clients to develop and operate with gift certificate and gift card programs, customer identification, check acceptance policies and other payment programs, along with compliance with item-price requirements and point-of-sale machine matters. We also regularly advise clients who are engaged in the delivery or offering of (1) regulated services, including relocation services, health club services, real estate brokerage services, insurance agent and mortgage broker services, and (2) regulated products, such as product origin disclosures, clothing, used bedding, food products and liquor.

Privacy

Privacy regarding consumer information has become part of every corporate culture in most service-based industries. Our attorneys assist clients with compliance matters involving consumer finance, retail point of sale, and health-related products and services.

Gift Card and Merchandise Credit Program Planning

We regularly advise our retail gift card and merchandise credit issuers with respect to state unclaimed property laws and state law consumer protection requirements that impact the terms and conditions of gift card and merchandise credit programs.

Liquor Law

We advise and service clients with Ohio liquor permit matters, including multi-location acquisitions and dispositions, advertising, permit transfers and applications, transfer objections, and tax-related matters.

Nonprofit Organizations

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.

Insurance Regulation

Our attorneys have significant expertise with state and federal compliance issues that impact insurers, managed care organizations, insurance agents and related businesses. Our attorneys include a former insurance commissioner and former senior regulatory staff member. Our attorneys have counseled companies on regulatory compliance, business planning, product development, corporate governance, and financial solvency. They also have significant expertise in matters pending before state insurance departments, federal agencies, the National Association of Insurance Commissioners, including all aspects of federal healthcare reform. We can provide legislative and policy counsel on matters pending before state legislatures or Congress.

Representations & Warranties Insurance

For years, the firm has served as policy and underwriting counsel to the leading specialized managing underwriter of Representations and Warranties Insurance and has assisted in hundreds of M&A transactions where this increasingly common insurance product has been utilized. The firm also serves as coverage counsel for a variety of reps and warranty insurers.

Unclaimed Property Regulation & Compliance

Our attorneys incorporate our substantial experience with unclaimed property law into our advice for our retail, insurance and other clients. We regularly assist clients with developing, planning and implementation of unclaimed property compliance strategies needed to meet state unclaimed property reporting requirements. In this area, we routinely assist clients with evaluating their potential exposure under state unclaimed property laws and determining which strategies would lessen the client's unclaimed property reporting obligations. This advice includes assistance with formation of gift card subsidiaries, review of intercompany and customer agreements and general ledger policies and procedures to identify potential areas of exposure and reduce unclaimed funds reporting and payment burdens. In addition to unclaimed property planning support and advice, we also serve as defense counsel for companies across the country that have received unclaimed property audit notices from the various states. Our attorneys also have a myriad of experience in negotiating unclaimed property liability settlements, including through participation in state voluntary compliance programs or catch-up filings for prior reporting periods for a number of property types.

“It's about expertise, first and foremost. Clients want to have confidence in your technical skill set. After that fact has been established, they want to know if we are people they want to engage. The work we do is of such a personal nature.”
James G. Ryan, Member