Practice Areas & Industries: Buckingham, Doolittle & Burroughs, LLP

Practice/Industry Group Overview

The Business Practice Group provides day-to-day guidance focused on helping clients overcome challenges and capitalize on opportunities. We serve as trusted advisors to our clients addressing both immediate issues and helping them plan for the long range growth of their businesses. To better serve our clients, we draw on the law firm's expertise in areas such as taxation, employment law, and intellectual property when the need arises. Many of the attorneys in the Business Practice Group are also members of related practice groups such as Real Estate/Construction and Mergers and Acquisitions, fostering a team approach that provides maximum efficiency and value.

BDB's clients range from the sole proprietor to the publicly held multi-national company and are representative of virtually every industry and trade, including transportation, food production, chemical manufacturing and distribution, rubber and tire manufacturing, computer and technology, automotive, steel, agriculture and horticulture, financial and banking, insurance, medical, accounting and other professional practices.

Services Available

The members of the Business Practice Group also work with all BDB's other practice groups and, most frequently, with the following related groups.

Finance/Public Law
Intellectual Property
Real Estate & Construction Law
Taxation Employee Benefits
Environmental Law
Mergers and Acquisitions
Employment Law
Franchise Distribution & Licensing

Finance/Public Law

Compliance Counseling
Clients of BDB's Public Law Practice Group include governmental entities regarding compliance with laws such as Ohio's Sunshine Law, Open Records laws, environmental laws, occupational safety and health laws, ethics laws, campaign finance laws and employment laws. Legislative counseling and statutory interpretation counseling are also services our Public Law attorneys provide.

Litigation
Litigation services for public entities involved in disputes is another strong area of BDB's Public Law Group. Disputes litigated by the Group include, but are not limited to, areas of employee benefits, employment law, personal injury, eminent domain, annexations or taxation issues. Our Public Law Practice Group attorneys also provide support for workers' compensation matters, employer grievances and arbitration, and labor disputes.

Other Services
Buckingham, Doolittle & Burroughs, LLP Public Law attorneys are very active as counselors on economic development and tax incentive tools; public finance matters such as general obligator bonds and notes; special assessment bonds and notes; industrial development bonds; and energy conservation notes.

Capabilities
Buckingham, Doolittle & Burroughs, LLP's Public Law Practice Group has experience in counseling schools, cities, universities, state agencies, parks, housing authorities, and other governmental entities.

Intellectual Property

Buckingham, Doolittle & Burroughs, LLP, founded in 1913, offers comprehensive legal services to a wide range of clients. Regardless of your type of business, intellectual property is an important part of your operations. Whether it be intellectual property you own (such as a company's name, trademark, trade secret or patented technology) or intellectual property of others you use (such as licensed computer software, licensed patented technology or licensed trade secrets), intellectual property may be among your most important assets. The proper use and protection of such intellectual property in a dynamic society will have a critical impact on the viability of your business. To this end, BB's Intellectual Property Practice Group provides a wide range of legal services.

Patents
A patent is a monopoly which provides the owner the right to exclude others from making, using or selling the claimed invention in the patented country for a limited time. A patent is not the right to practice your invention, since it may infringe the claims of a prior patent which has not expired. It is a negative right.

A patent may be considered as a contract between the inventor and the government (representing the people) in which the inventor agrees to disclose the invention to the public in return for the granting of a limited monopoly. The Patent & Trademark Office acts as a negotiator for the government. The objective of the patent system is to promote the useful arts by providing a reward for the invention which is proportional to the value of the invention.

In order for an invention to be patentable, it must:

1. fall within a statutory class (process, machine, article of manufacture, composition of matter, or useful improvement thereof);
2. be useful;
3. be new or novel;
4. be "non-obvious" to one of "ordinary skill in the art" to which the invention relates; and
5. not be barred under the one year time bars.

BDB is experienced in all facets of patent law, including idea evaluation, patent prosecution (both domestic and foreign, including Patent Cooperation Treaty Filings) and patent litigation. Additionally, members of the group routinely prepare right-to-use opinions, infringement opinions, expert reports and expert testimony as the needs of a client may require. Additionally, the law firm has expertise in practice before the Board of Patent Appeals and Interferences as well as in appellate matters before the Court of Appeals, Federal Circuit.

Trademarks
Trademarks are words, phrases, logos, sounds, colors or other graphic symbols used by a manufacturer (or service provider) to distinguish its products (or services) from those of others. The origin of modern day trademarks can be traced back to as early as the Middle Ages in Europe, when craftsmen began using distinctive stamps or symbols to mark goods so that customers could associate particular items with their makers. The distinctiveness of a trademark is key to eliminating any "likelihood of confusion" between marks.

BDB has expertise in providing guidance in the selection and enforcement of trademarks, Federal, State as well as international. Expertise exists in all facets of trademark law, including initial assessment of possible trademarks, preparation, filing and prosecution of trademark registrations, opposition, cancellation and concurrent use proceedings, as well as other actions before the Trademark Trial & Appeals Board.

Copyrights
Copyrights protect original expressions of ideas that are fixed in a tangible medium. They do not protect the function of the article, as that requires a patent. Protection originates at the time of creation, and is protectable under common law or statutes. Easily recognizable examples of copyrightable material include movies, books, photographs, sculpture, poetry, blueprints and computer software. BDB has expertise in copyright registrations, "fair use" determinations, copyright infringement analyses and copyright litigations.

Trade Secrets
Trade Secrets protect business and technical information, not generally known by the public, which give an advantage, however slight, in business. Alternatively, they can be thought of as any formula, pattern, device or compilation of information which is used in business and which gives an opportunity to gain an advantage over competitors who do not know about it or how to use it. Examples of well-known trade secrets would include Colonel Sanders'' "secret blend of eleven herbs and spices" or the formula for Coca-Cola. The use of confidentiality agreements facilitate the maintenance of trade secrets as well as covenants-not-to-compete.

Intellectual Property Licensing
In an ever cost-conscious environment, BDB is uniquely situated to maximize your return on this expensive asset. By combining the skills resident in the Tax, Business, Litigation and Intellectual Property Groups, a cost-effective strategy can be tailored to meet your needs. Whether that involves licensing "in," licensing "out" or the formation of joint venture with third parties, BDB has the experience to provide creative solutions to unique issues presented with Intellectual Property.

Real Estate

We represent our clients in all types of real estate matters, including the sale, leasing, acquisition, financing, development, construction and zoning of residential, commercial and industrial property. Many real estate matters relate to additional disciplines, and we have expertise in estate planning, tax, construction, insurance, litigation and environmental law. Our lawyers are experienced in eminent domain proceedings as well as land use and environmental counseling.

Construction

Construction projects, whether large or small, require legal advice to avoid problems both before and after commencement of construction. Buckingham attorneys assist in all phases of construction and represent owners, contractors, developers, subcontractors, material suppliers, engineers, architects and bankers in each aspect of the industry. Our experience includes both public and private construction projects. The goal of the Construction Law Practice Section is to minimize or eliminate the impacts associated with delays, interferences and disruptions that are too often apart of a construction project. We are sensitive to the fact that litigation costs come directly out of our clients profits. Our Firm has been highly successful in litigating and arbitrating construction disputes, but we are equally proud of our success in reducing clients exposure to risks through beneficial contract negotiations, and if necessary, project-dispute negotiations. Our attorneys have backgrounds in engineering, and architecture. They teach and receive ongoing training through in-house and external seminars on all issues related to the construction industry. As a result, we are aware of changing trends and can help our clients spot problems before they arise. Our clients include school districts, government agencies, Fortune 500 companies, construction managers, general contractors, subcontractors, suppliers, design-build firms, architects, engineers, sureties, financial institutions and real estate developers on a regional, national, and international basis.

Taxation & Employee Benefits

Buckingham, Doolittle & Burroughs, LLP prides itself on its extensive expertise in all areas including federal, state, local and international taxation. The thrust of our practice is transaction planning in many different forms including the acquisition/disposition of a business or select assets, business restructuring and succession planning. The law firm also prides its expertise in handling tax controversies at all levels from the commencement of an audit to appearances before the Supreme Courts of both Ohio and the United States. Our lawyers provide tax advice to individuals, corporations, limited liability companies, and partnerships, as well as state and local governments and bodies, and non-profit institutions.

Buckingham's Tax Practice Group has always had very strong relationships with Ohio's tax administrators. In 2000, our chair of the Tax Practice Group, Steve Dimengo was appointed to become a member of the newly formed Advisory Council established by Ohio's Tax Commissioner, Thomas Zaino. This 13-member Advisory Council addresses tax policy and identifies ways to improve the State's tax administration. Other members of the Advisory Council include representatives from companies such as General Motors, Proctor & Gamble and General Electric, as well as representatives from the Ohio Chamber of Commerce, the Ohio Public Expenditure Council and Capital University.

Members of the Tax Practice Group have both lectured and written articles on many different subjects of tax law and are recognized state-wide as authorities in the field. Our lawyers are on the faculty of The University of Akron Masters of Tax Program, and also serve in leadership positions in the taxation committees of the Ohio Society of CPAs, the Ohio State Bar Association and local bar associations. Participation on such committees has enabled our lawyers to become extensively involved in drafting Ohio tax legislation, including statutes authorizing the creation of limited liability companies and the establishment of a bright line residency test defining tax consequences for Ohioans who move to states with no income tax such as Florida. We have also successfully advocated for clients before the General Assembly on special interest tax legislation.

An important part of the professional practice offered by the Taxation Practice Group is Employee Benefits Law. The law firm acts as general counsel for a large number of clients with qualified plans and has drafted and is responsible for a number of welfare benefit plans, particularly cafeteria plans, and innumerable individually designed non-qualified deferred compensation and incentive pay programs.

The law firm's employee benefit clients range from publicly traded companies to small closely-held companies and professional corporations. The firm represents many hospitals, schools and other tax-exempt organizations and as part of that representation has become knowledgeable about employee benefits law as it applies to such institutions.

Although all of our attorneys are knowledgeable in most areas of tax law, each member of the Department has responsibility for maintaining specialties in selected areas. This enables us to more efficiently serve our clients.

Environmental

Buckingham, Doolittle & Burroughs, LLP's Environmental Compliance Law attorneys have wide-ranging expertise in environmental-related litigation, transactional, tax and real estate matters.

Today's environmental issues are no longer of concern just to manufacturers. Continuing legislative efforts to increase business responsibility in this area makes it essential that lenders, fiduciaries, real estate professionals, service and sales entities, mining companies, schools, hospitals, oil and gas operators, as well as insurers, carefully consider environmental factors and their impact upon business conduct.

Whether the client is a Fortune 500 Company, medium or small business, or local government, BD&B's comprehensive range of services is available to address a variety of environmental issues. BD&B attorneys have represented clients before various state and federal environmental agencies, including the Ohio EPA and United States Environmental Protection Agency, Ohio Petroleum Underground Storage Tank Release Compensation Board, the Environmental Board of Review, and U. S. and Ohio Department of Transportation.

BD&B attorneys are involved with, and follow closely, judicial, legislative, and administrative developments in environmental law as well as serve on committees of the local, state, and American Bar Associations relative to environmental law issues.

Mergers and Acquisitions

The law firm has broad expertise in negotiating, structuring and documenting corporate, securities, merger and acquisition and financing transactions of all types. Closely allied to these skills is the law firm's depth in other areas of law affecting business transactions including tax, antitrust, litigation, real estate, environmental, government relations, intellectual property, and employment and labor matters. The law firm's size and location means that it has particularly strong expertise and experience in the purchase and sale of private companies and the associated tax considerations. Representatives from this practice group collaboratively teach a course on mergers and acquisitions in the MBA program at The University of Akron. Information on this course can be obtained at The University of Akron's College of Business website.

BDB's diverse corporate, securities and finance practice includes merger and acquisition transactions and U.S. and international public offerings of equity securities, debt securities, real estate investment trust (REIT) shares, limited partnership interests, and asset-backed and other securitized financing. The law firm also has extensive experience with private placements of equity and debt securities for both established corporations and new ventures, including "high tech" companies and real estate limited partnerships, as well as private resales of securities under Rule 144A. We represent issuers of securities, underwriters and placement agents, lenders and borrowers, sellers and purchasers of securities and acquiring and target companies. Also of assistance to our clients are the law firm's strong professional relationships with numerous national and regional investment banking firms and banks. Services provided in these areas include:

• Developing capital structures for and organizing corporations, trusts, partnerships, limited liability companies and other business entities; developing acquisition and disposition strategies; effecting corporate reorganizations, recapitalizations and refinancings; and formulating strategies for acquirors and targets before and during takeover attempts.

• Negotiating and preparing a broad range of contracts including merger and acquisition agreements, financing documents, underwriting agreements and placement agreements, stock and asset purchase agreements, buy-sell agreements, partnership and limited liability company agreements and loan documents.

• Preparing disclosure documents including prospectuses, private offering material, proxy statements and offers to purchase, and preparing related filings with the Securities and Exchange Commission ("SEC"), state securities commissions and national securities exchanges.

• Preparing stock option, stock appreciation right, bonus, stock purchase and other employee compensation plans.

• Advising clients in complying with complex regulatory requirements, including the SEC's tender offer, proxy contest, going-private, broker/dealer and investment adviser regulations, and representing clients in proceedings before the New York and American Stock Exchanges, the National Association of Securities Dealers and state securities agencies.

• Attorneys at BDB have been involved in numerous significant merger and acquisition transactions between $5 - $100 million. The attorneys handle public and private securities offerings representing both buyers and sellers of businesses and involving virtually every form of business entity and industry segment accounting for millions of dollars of transactions. Examples of such transactions can be referenced in case summaries (LINK).

Employment Law

Buckingham, Doolittle & Burroughs, LLP, founded in 1913, offers comprehensive legal services to a wide range of clients. The law firm's Employment Law Practice Group continues a long-established tradition of providing professional labor and employment relations advice and representation to employers in regard to all aspects of the employment relationship on an expedited basis. Our labor clients include national, regional and local employers in manufacturing, trucking, banking, retail, health care and service industries, as well as public employers such as municipalities, universities, school boards and other governmental agencies and not-for-profit entities.

Franchise Distribution & Licensing

Franchising accounts for nearly 1 trillion dollars of sales and represents approximately 40% of retail sales dollars spent in the United States today. Through its Franchise, Distribution & Licensing Practice, BD&B provides a full range of legal services needed by national, regional or local franchisors or distribution companies. Our practice advises established franchise companies; businesses which want to expand distribution through franchising; individuals interested in buying a new or existing franchise; franchise business brokers; and individuals or businesses involved in franchise disputes or litigation.

Clients:
AirXchange, Inc., Akron General Medical Center, Akron-Summit County Public Library, Allied Marine , APA Capital Inc., ASB Industries, Audio Technica US Inc., Better Business Bureau/Canton Regional, Bob Huggins, Cedars Medical Center, Ceilcote Air Pollution Control, Chris Spielman, Columbus Airport Authority, County of Summit, Ohio, CYO & Community Services,, Danis Building Construction Company, Deloitte Touche, EMH Regional Medical Center, Environmental Support Network, Inc., Fair Finance, Fred Olivieri Construction Company, Frontier Fruit & Nut Co., Frontier Insurance Group, GAR Foundation, George Karl, Great Lakes Energy Partners, LLC, Green Local Schools, Haines & Company, Inc., Halloween Express, Hendrickson Trailer Suspension Systems, Inventure Place, J.M. Smucker Company, JFK Medical Center, Lawnwood Regional Medical Center, Medical Assurance Company, Medina General Hospital , Mercury Plastics , MetroParks, Serving Summit County, Microplex, Inc., Mid-Atlantic Insurance Company , MIIX Insurance Group, MMI Companies, Inc., MMI Insurance Company, Monroe Guaranty Insurance Company, Morgan Adhesives (dba MACtac), Oak Associates, Ltd., Ohio Assoc. of Medical Equipment Services, Ohio Bar Liability Insurance Company, Ohio College of Massotherapy, Ohio Health Care Association, Ohio Hospital Insurance Company, OMNOVA Solutions, Inc., Oriana House, Inc., Phico Insurance Company, Physicians Insurance Company of Ohio, Pro National Insurance Company, Roadway Express, Inc., Smoot Construction, Suarez Corporation Industries, Summa Health System, Summit County Port Authority, The Boler Company, The Canton Museum of Art, The Deuble Foundation, The Goodyear Tire & Rubber Company, The Schneider Lumber Company, The University of Akron, The Wooster Brush Company , Tied Right Steel Corp., Trotta Tire Company, Inc., Wendy's International