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Practice/Industry Group Overview
Dinsmore & Shohl’s Corporate Department provides legal services in a broad array of disciplines that combine to provide clients with full-service corporate and business law experience. Our attorneys are experienced in: - Business formation and organization
- Corporate finance
- Federal and state securities law
- Federal, state and local tax law
- Real estate
- Employee and executive benefits
- Trust and estate planning
- Probate and estate planning
- Banking
- Municipal and Public Finance
- Stock offerings
- Commercial law
- Mergers and acquisitions
- Venture capital, private equity and hedge funds
- Partnerships
- Limited liability companies and joint ventures
- Sarbanes Oxley compliance and corporate governance best practices
Clients include individuals, partnerships, limited liability companies and all types of corporations – both public and private, domestic and international – engaged in a wide variety of businesses. Corporate Department services include: - Organization and formation of all types of business entities
- Structuring shareholder and investor relations
- Capital formation
- Mergers and acquisitions
- Private and public sales of securities, including initial public offerings
- Municipal bond counsel
- Financing alternatives
- Corporate compliance audits and programs
- Securities act reporting compliance and disclosure issues
- Federal, state and local tax law
- Trustees and underwriters' counsel for tax-exempt debt
- General business consulting
- Executive compensation - qualified and non-qualified
- Trust and estate matters
- All facets of real estate law
- International law, including acquisitions, joint ventures, licensing, and distributorships
- Franchising
- Bankruptcy and debtor/creditor rights issues
- Commercial lending and borrowing
Our attorneys work closely with our clients and/or their in-house counsel in dealing with the many complex legal and business issues that challenge business organizations. Each year we complete various financing transactions, both large and small, as well as numerous mergers and acquisitions. We combine detailed legal experience with business sense to serve the needs of clients. Representative Experience Cracker Barrel
Reorganization of Corporation
Reorganization of $1 billion restaurant company Blaine Pharmaceuticals
Representation of Blaine Pharmaceuticals
Corporate counsel Enerfab, Inc.
Representation of Enerfab, Inc.
Mergers and acquisitions and business transactions The Standard Register Company
Purchase Agreements
Negotiation and preparation of purchase agreements The Standard Register Company
Referral Fee Agreements
Negotiation and preparation of referral fee agreements Cracker Barrel
Reorganization into Holding Company Structure
Reorganization of $1 billion restaurant company U.S. Subsidiary of British Based plc
Representation of U.S. Subsidiary of British Based plc
Corporate representation Xanodyne Pharmaceuticals, Inc.
Representation of Xanodyne Pharmaceuticals, Inc.
Corporate representatation from inception to the present The Standard Register Company
Reseller Agreements
Negotiation and preparation of reseller agreements Finn Corporation
Representation of Finn Corporation
Business transactions Graeter's Manufacturing Company
Representation of Graeter's Manufacturing Company
Corporate representation Richwood Pharmaceuticals, Inc.
Representation of Richwood Pharmaceuticals, Inc.
Corporation representation from inception through sale of company Manufacturing Company
Main Frame Outsource
Main frame outsource U.S. Subsidiary of British based plc
Merger
Sale and merger of $15 million pharmaceutical company Mason & Hanger Corporation
Merger
Acquisition via merger involving one of the oldest continuously active engineering and construction firms in the United States, which in recent years has played key roles in the country's defense industry. Fortis Capital Corp.; Banco Bilbao Vizcaya Agentaria, S.A.
Loan Closing and Due Diligence
Loan closing on $125,000,000.00 loan to finance Phase II of the NedPower Mount Storm Wind Energy Project, multi-faceted review of complex transaction; environmental and real estate due diligence for lenders Fortis Capital Corp. and Banco Bilbao Vizcaya Agentaria, S.A.
Loan Closing and Due Diligence
Loan closing and due diligence with respect to wind energy project Large Appalachian Coal Producer
Long-Term Extension to Coal Supply and Transportation (Rail and Barge Pieces) Agreement for Large East Coast Utility
Assisted President of Sales Company with commercial negotiations and preparation of documentation to memorialize the deal agreed upon Ohio State Chartered Bank
Organization of Trust Company
Organization of a trust company Spanish Technology Foundation
Organization of U.S. Subsidiary of Spanish Technology Foundation
Organization of U.S. subsidiary of technology foundation based in Spain Technology Company
Private Equity Funding
$15 million venture capital financing The Standard Register Company
Mergers and Acquisitions
Mergers and acquisitions Dayton-Based Clients
Mergers and Acquisitions
Lead counsel in acquisition and divestiture transactions for Dayton-based clients Fort Biscuit Company, LLC
Mezzanine Debt Financing
Mezzanine debt financing for industrial baking company The Procter & Gamble Company
Sale of Assets
Sale of assets of pharmaceutical subsidiary of Fortune 100 consumer products company Large Appalachian Coal Sales Company and Producer
Substantial Amendment and Restatement of Long-Term Coal Supply and Transportation Agreement
Provided counsel to assist with commercial negotiations and preparation of documentation to memorialize the deal agreed upon Automotive Manufacturer
University Research Project Agreements
University research project agreements Combuster Technology Company
Venture Capital Equity Transaction
Venture capital equity transaction Small Appalachian Coal Producer
Start-Up of Underground Mine at Greenfield Site
Commercial transactions involved in the start-up of underground mine at greenfield site L'Har, Inc.
Stock Purchase
$12,000,000 stock purchase of conveyor manufacturer SMARTworks.com
Strategic Alliance
Strategic alliance with Print Cafe, an on-line digital printing services provider UBPromo.com, Inc.
Venture Capital Financing
$2,000,000 venture capital financing for e-commerce seller of promotional goods Global Lead, LLC
Venture Capital Investment
Venture capital investment for management consulting firm The Standard Register Company
Warehouse and Manufacturing Plant Leases and Subleases
Negotiation and preparation of warehouse and manufacturing plant leases and subleases Future Value Ventures, LLC
Venture Capital Financing
Venture capital fund with focus on minority-owned businesses Aurora Ventures II, LLC; BD Ventures LLC; University Medical Discoveries
Venture Capital Financing
$15,000,000 venture capital funds for biotech firm Cold Jet, Inc.
Venture Capital Financing
$3,000,000 venture capital financing for manufacturer of dry ice blasting industrial cleaning equipment Baldwin Company
Sale of Executive Outplacement Company
Sale of executive outplacement company Huffy Corporation
Sale of Subsidiary Company
Sale of subsidiary company Appalachian Coal Broker
Sales Agreements, Agency, Brokering and Security Agreements for Substantial Coal Brokering Firm
Various coal sales and transportation agreements for substantial coal brokering firm Huffy Corporation
Sale of Company
Sale of company The Standard Register Company
Sale of Division
Sale of division The Standard Register Company
Sale of Division / Asset Sale
Sale of division; asset sale Manufacturing Company
Server Farm Outsource
Server farm outsource Bank Holding Company
Shareholder Proxy Contest
Shareholder proxy contest The Standard Register Company
Software Licensing and Use Agreements
Negotiation and preparation of software licensing and use agreements Large Appalachian Coal Producer
Sales and Purchases of Coal Mining Company Assets
Sales and purchases of coal mining company assets and on-going operations The Standard Register Company
Sales Office Leases
Negotiation and preparation of sales office leases Capvest Venture Partners, L.P.
SBIC Venture Capital Fund Formation
Formation of an SBIC venture capital fund Ambulatory Surgery Center
Certificate of Need
Certificate of Need for development of ambulatory surgery center Beckley Surgery Center, Inc.
Certificate of Need
Certificate of Need for development of ambulatory surgery center Large Western Pennsylvania Investment-Land Holding Company
Cleanup / Sale of Superfund Property
Represented client in connection with development of final remedial actions to "clean up" a contaminated site which was listed on the National Priorities List and subsequently negotiated the environmental provisions of several agreements involving the sale of the property following implementation of the approved remedial action. Numerous Community Banks
Bank Holding Company Conversions
Internal corporate restructuring Huffy Corporation
Bankruptcy Emergence, Corporate Restructuring and Financing
$75,000,000 bankruptcy emergence, corporate restructuring and financing for designer, importer and distributor of bicycles and golf equipment The Standard Register Company
Bankruptcy Preference Claims
Bankruptcy preference claims Cardiac Health Care Provider
Contractual Agreements
Contractual agreements related to development of new open heart surgery program Omnicare
Convertible Subordinated Debenture Offering, Bonds
Convertible subordinated debenture offering, bonds Coal Company
Coal Asset Acquisition
Acquisition of coal leases and related real property National Restaurant Chain
Commercial Loan
Commercial loan refinancing Huffy Corporation
Commercial Loan Refinancing Large Consumer Products Company
Alliance Agreement
Alliance agreement The Procter & Gamble Company
Asset Purchase
Purchase of assets of $300 million fragrance company The Procter & Gamble Company
Asset Purchase
Purchase of assets by Fortune 100 consumer products company Wayne County Bancshares, Wooster, Ohio
Acquisition
Acquisition of bank by $800 million bank holding company Wayne County Bancshares, Wooster, Ohio
Acquisition
Bank acquisition by $800 million bank holding company Atlantic Development & Capital LLC
Acquisition of Coal and Related Assets
Acquisition of coal and other assets totaling $80 million Ad Pro Signs, LLC
Asset Sale
Asset sale for signage manufacturer Cold Jet, Inc.
Asset Sale for Cash
Sale of assets for cash in management buy out of closely-held venture funded manufacturer of dry ice blasting equipment SMARTworks.com
B-2-B, Alliance, OEM, Licensing, Software Development and Hosting Agreements
B-2-B, alliance, OEM, licensing, software development and hosting agreements Brighton Capital Partners, LLC
Asset Purchase
Asset purchase for private equity fund Brighton Capital Partners, LLC
Asset Purchase
Asset purchase of ambulance and patient transport services Sekuworks, LLC
Asset Sale Mersive Technologies, Inc.
Corporate Formation; Merger; Issuance and Sale of Preferred Stock in Venture Capital Transaction
Formation and subsequent merger of corporation with limited liability company, and issuance of stock in a venture capital transaction for a technology development firm Shaw Industries
Global Purchasing and Sourcing Transactions
Global purchasing and sourcing transactions for flooring manufacturer The Standard Register Company
Health Care Facilities Group Purchasing Agreements
Negotiation and preparation of health care facilities group purchasing agreements First Data
High Technology Service / Outsource Contracts
Hundreds of high technology service / outsource contracts with state, county, territorial, municipal, local and federal governments. Southern Ohio-Based Businesses
General Counsel
Representation of Southern Ohio-based businesses as general counsel or general corporate counsel Northwood Health Systems, Inc.
General Representation
General representation Pressley Ridge Schools
General Representation
General corporate, health care and litigation matters The Procter & Gamble Company
Joint Venture
Joint venture Private Manufacturer of Paint Applicators
Joint Venture
German joint venture Manufacturing Company
Joint Venture
Australian, Mexican and New Zealand joint ventures Bank Holding Company
Holding Company Conversion and SEC Registration to Go Public
Holding company conversion and SEC registration to go public for $500 million in assets bank holding company Huffy Corporation
Internal Reorganization
Internal reorganization of designer, importer and distributor of bicycles and golf products The Standard Register Company
Joint Business Venture Agreements
Negotiation and preparation of joint business venture agreements MedExpress
Development of Urgent Care Business
Various commercial transactions in ongoing development of urgent care business Fortune 100 Company
Divestitures
Divestiture of non-core business by Fortune 100 company Various Franchisors and Franchisees
Counsel to Various Franchisors and Franchisees
Representation of various franchisors and franchisees in regard to documentation, compliance and enforcement Ohio State Chartered Bank
DeNovo Bank Formation
Formation of a new Ohio State chartered bank Fort Biscuit Company, LLC
Debt / Equity Financing
Debt / equity financing for industrial baking company Automotive Company
Equity Joint Venture
Equity joint venture in Mexico U.S. Subsidiary of British based plc
Equity Offerings
Multiple equity offerings for pharmaceutical company Anonymous
Environmental Compliance Counseling; Agency Negotiations
Issues related to compliance with federal and state historic and cultural resource protection regulations Anonymous Coal Companies
Environmental Compliance Counseling; Auditing
Conducted and prepared reports on environmental audits for the purchase of numerous coal properties Arch Mineral Corporation; Atlantic Development & Capital, Ltd.
Environmental Compliance Counseling; Environmental Litigation
Representation of creditors and purchasers of assets in bankruptcy cases, including lease termination, permit transfer, and defense of claims by contractors
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