|   | | Law Firm in Dayton, Ohio | |
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| | Address | | 2000 Courthouse Plaza, N.E. | | Dayton, Ohio 45402-1758 | | (Montgomery Co.) | | | |
| | | Thompson Hine LLP practices in the following areas of law:
Administrative Law, Admiralty and Maritime Law, Agency and Distributorships, Antitrust and Trade Regulation, Aviation and Aerospace, Bankruptcy, Banks and Banking, Biotechnology, Business Law, Business Litigation, Business Regulation, Business Transactions, Closely Held Business Law, Joint Ventures, Class Actions, Commercial Law, Commercial Real Estate, Communications and Media, FCC Regulation, Computers and Software, Construction Law, Contracts, Copyrights, Corporate Law, Corporate Finance, Corporate Litigation, Corporate Tax Controversies, Debtor and Creditor, Employee Benefits, ERISA, Energy, Energy Regulation, Environmental Law, Finance, Commercial Finance, Franchises and Franchising, General Practice, Government, False Claims Act, Qui Tam Litigation, Government Contracts, Health Care, Insurance Coverage, Insurance Regulation, Intellectual Property, International Law, International Trade, Internet Law, Labor and Employment, Life Sciences, Litigation, Complex Litigation, Medicare Fraud and Abuse, Mergers, Acquisitions and Divestitures, Natural Resources, Nonprofit and Charitable Organizations, Occupational Safety and Health, OSHA, Partnership Law, Patents, Probate, Products Liability, Product Safety, Professional Liability, Public Finance, Railroad Law, Real Estate, Regulatory Law, Drug and Medical Device Regulation, Food and Drug Regulation, International Regulatory Law, Regulated Industries, Securities, Initial Public Offerings, Public Offerings, Taxation, Tax Controversies, Toxic Torts, Trade Secrets, Trademarks, Transportation, Trusts and Estates, Unfair Competition, Utility Law, White Collar Crime, Zoning, Planning and Land Use. | Firm Profile:
Established in 1911, Thompson Hine today is among the largest business law firms in the United States. For the last several years, the firm has been named as one of the Best Corporate Law Firms in America (in an annual survey of corporate directors conducted by Corporate Board Member magazine). With more than 370 lawyers, Thompson Hine serves premier businesses worldwide, including: AK Steel Corporation, Anthem Blue Cross/Blue Shield, Avery Dennison, BIC Corporation, CH Energy Group, Central Hudson Gas & Electric Corporation, Crown Equipment Corporation, The Davey Tree Expert Company, Developers Diversified Realty Corporation, Eaton Corporation, Energizer/Eveready, Fifth Third Bank Firstmerit Corporation, Ford Motor Company, Formica Corporation, Goodrich Corporation, The Goodyear Tire & Rubber Company, The Hartford, Jo-Ann Stores, KeyCorp/KeyBank, LexisNexis, Limited Brands, The Lubrizol Corporation, MeadWestvaco, Milacron Inc., Miller Brewing, Morgan Stanley, Nationwide Insurance, Netjets, Inc., Newell Rubbermaid, Nordson, Office Depot, Inc., Oglebay Norton, Parker Hannifin, Polyone, Procter & Gamble, S.C. Johnson & Son, Inc., Sherwin-Williams, Smythe, Cramer Co., Solvay Pharmaceuticals, Inc., Steris Corporation, Time Warner Cable, Toro Company, Verizon, Victoria's Secret, and Whirlpool Corporation. Thompson Hine attorneys provide a wide range of corporate legal services, represented by the following practice groups: BANKRUPTCY - We represent major secured and unsecured lenders, creditors' committees, credit enhancement providers, debtors and various other parties of interest in finance transactions, workouts and bankruptcy matters. BUSINESS LITIGATION - We represent corporate clients in a wide variety of business litigation - from corporate control contests and insurance disputes, to class actions, securities fraud, and tax controversies. BANKING & INSURANCE - Our lawyers provide recognized experience in virtually all areas of financial institutions matters. We provide regulatory, transactional, government relations and litigation services to clients on matters related to insurance. Our clients include all types of insurance companies and other financial services organizations including large, publicly held, multinational financial holding companies; banks and thrifts; investment banking organizations; securities broker-dealers; registered investment advisor organizations; mutual funds; and mortgage banking and broker organizations. COMMERCIAL & PUBLIC FINANCE - We handle complex commercial finance transactions (including senior debt, subordinated debt and mezzanine financing transactions and private debt placements), public finance, asset securitizations and general bank regulatory law. COMPETITION, ANTITRUST & WHITE-COLLAR CRIME - We represent clients in antitrust and competition matters, trade restraint and price discrimination issues, franchising and distribution, misappropriation of trade secrets, false advertising, enforcement of noncompetition covenants and interference with business relationships. CONSTRUCTION - We represent owners, design professionals, construction managers, contractors and sureties in connection with all facets of the building industry and have served in the role of Project Counsel for billions of dollars of construction at sites across the United States. CORPORATE, M&A AND SECURITIES - We represent both emerging and established businesses in their most important business transactions, from start-up through IPOs, joint ventures, mergers, acquisitions and beyond. eBUSINESS & EMERGING TECHNOLOGIES - This group unites experienced counsel from various disciplines around one central goal: helping business realize the opportunities and manage the risks of electronic and technological commerce. EMPLOYEE BENEFITS - We advise clients regarding qualified, non-qualified and welfare benefit plans; resolution of controversies with the IRS, DOL, PBGC and other agencies; incentive and equity-based compensation arrangements; statutory and regulatory compliance; ERISA fiduciary duties; ESOPs; multi-employer plans; and ERISA litigation. ENERGY - We provide a broad range of services to our clients in the energy industry, including those that: Generate and sell electric energy into the nation's wholesale and retail energy markets. Transport and sell natural gas and oil. Transmit and distribute electricity and natural gas in retail markets. Purchase natural gas, electric energy and coal. Conduct energy trading operations. Manufacture, construct and/or buy and sell facilities and assets associated with the energy industry. Undertake energy-related projects, such as distributed generation, conservation or energy management projects. Manage information used by the energy industry. ENVIRONMENTAL - We help clients understand the environmental aspects of their business transactions, craft methods of allocating risk and counsel them on their compliance obligations under local, state and federal laws. HEALTH CARE - We represent physician groups, hospitals, clinical laboratories, diagnostic service providers, pharmaceutical manufacturers, medical device manufacturers and health insurance providers. INTELLECTUAL PROPERTY - We assist clients with patents, trademarks, copyrights, trade secrets, computer software, internet related issues, employment relationships and intellectual property litigation. INTERNATIONAL - We advise clients on trade regulation issues, customs and duty matters, foreign investment and joint ventures, NAFTA matters, importing and exporting issues, intellectual property protection, and immigration matters. LABOR & EMPLOYMENT - We represent clients in employment litigation, workers' compensation proceedings, immigration matters, collective bargaining, administrative proceedings before the Department of Labor, OSHA, EEOC, NLRB and various state agencies. LIFE SCIENCES - We provide legal and regulatory management services to established and emerging companies in the food, pharmaceuticals, biotech, and medical device industries. PERSONAL & SUCCESSION PLANNING - We assist clients in the management and transmission of wealth, the succession to the control of businesses and other personal and family concerns. PRODUCT LIABILITY - We have handled thousands of product liability matters involving mechanical, chemical, electrical, medical, aerospace, automotive and other products. REAL ESTATE - We represent clients in Real Estate Development; Corporate Real Estate; Zoning and Land Use; Real Estate Investment and Financing; and Real Estate Investment Trusts. TAXATION - We counsel clients in business transactions and financings, tax controversy, litigation, legislative and regulatory activities, executive compensation and tax planning, international taxation, state and local taxation and foundation and exempt organization matters. TELECOMMUNICATIONS - Our Telecommunications group provides clients with wide-ranging guidance on the regulations and laws affecting telecommunications, broadcasting and other electronic communications companies. Our representation includes transactional matters, regulatory compliance, telecommunications services contracting, licensing and legislative/regulatory advocacy. We also have experience in issues involving communications land use and environmental matters, including human exposure to electromagnetic energy. TRANSPORTATION - One of the largest transportation practices in the United States, our team has more than 100 years of collective experience representing transportation interests. We are involved in matters relating to commercial relationships and arrangements as well as the extensive and complex structure of rights, remedies and regulatory requirements involved in the domestic and international transportation of goods by rail, motor, ship, barge, air and pipeline. WORKERS COMPENSATION - We represent employers in workers' compensation matters before state courts and industrial commissions. We have extensive experience representing and counseling clients in the area of workers' compensation. | | Firm Size: 339 |
Other Office Locations of Thompson Hine LLP
Cleveland, Ohio, U.S.A. (Main Office)
Washington, District of Columbia, U.S.A.
Atlanta, Georgia, U.S.A.
New York, New York, U.S.A.
Cincinnati, Ohio, U.S.A.
Columbus, Ohio, U.S.A.
Brussels, Belgium
| | Amos Burt Thompson (1871-1965). | | Charles P. Hine (1877-1942). | | Walter L. Flory (1880-1951). | | PARTNERS | | Stephen J. Axtell (Partner) admitted to bar, 1988, Ohio; 1990, District of Columbia. Education: Saint Bonaventure University (B.S., cum laude, in Biology, 1985); State University of New York at Buffalo (J.D., 1988). Steve is a partner in the firm's Environmental practice group. He focuses his practice on defense of governmental enforcement actions and private actions, environmental permitting, regulatory compliance counseling on environmental, health and safety matters, environmental, health and safety audits, and business sales and acquisitions. Prior to joining the firm, Steve practiced for several years in both Washington, D.C. and Ohio. Steve is admitted to practice in Ohio and the District of Columbia. REPRESENTATIVE MATTERS: REGULATORY COUNSELING/PERMITTING: Conduct and direct environmental, health and safety audits. Develop and participate in enhancement of environmental management systems. Counsel chemical manufacturers and importers on TSCA mandates, including assistance navigating the PMN process. Pesticide regulatory counseling and prosecution of pesticide licensing for manufacturers. Assist national manufacturers develop comprehensive, internal EPCRA Toxic Release Inventory reporting compliance systems. NPDES permit counseling and permit appeals. Wetlands regulatory counseling and appeals. Clean Air Act regulatory counseling and permitting. Regulatory counseling relating to landfill operations and closure. Assist redevelopment entity address regulatory issues arising from various radioactive materials in conversion of government nuclear defense facility to civilian industrial/commercial park use. Representation of manufacturers in RCRA Corrective Action matters. LITIGATION: Defense of civil, administrative and criminal environmental, health and safety enforcement proceedings as well as rulemaking appeals. Cases include: Representation of national trade association in judicial appeals of several federal rulemakings under the Clean Water Act and Clean Air Act. Defense of various Clean Water Act, Clean Air Act, EPCRA, FIFRA and RCRA as well as OSHA enforcement actions and citizen suits. Representation of "Potentially Responsible Parties" in numerous state and federal CERCLA proceedings. Defense of trade association and individual industry members in toxic tort actions. Defense of aquaculture interests in health agency enforcement proceedings related to characteristics of feedstock. Representation of buyers and sellers in contractual actions concerning remedial cost recovery. TRANSACTIONS: Conduct and direct due diligence, including Phase I and Phase II environmental site assessments, negotiation and strategic counseling in corporate and real estate transactions. Representative experiences include: Several acquisitions for tire and battery retailer of dozens to hundreds of retail locations in dozens of states. Acquisitions and divestitures of various types of industrial facilities, including pulp and paper, energy, aerospace, and foundry facilities. Assist municipal redevelopment and government contractor interests in negotiations and transactions relative to privatization of federal facilities (both Department of Energy and Department of Defense). Represent buyers and sellers in redevelopment of brownfield properties. Develop, negotiate and implement various post-closure environmental escrow agreements. SPECIFIC INDUSTRY EXPERIENCE: Pulp and paper, chemical, steel, automotive, foundry, energy, aerospace, agriculture, colleges and universities, health care institutions, hardware and tools manufacturing, agribusiness, municipal utilities, highway construction components, tire and battery, electronic components, waste management. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: Technical Association of the Pulp and Paper Industry, Ohio Chapter, Board Member; Dayton Chamber of Commerce, Environmental Committee, Vice Chair; Water Environment Federation; Ohio Water Environment Association; Ohio Environmental Protection Agency, External Advisory Group on Ohio River Basin Water Quality Standards, Past Member; American Bar Association, Section of Environment, Energy and Resources; American Bar Association, Section of Administrative Law and Regulatory Practice; Ohio State Bar Association, Environmental Law Committee; Ohio State Bar Association, Agriculture Law Committee; Dayton Bar Association, Environmental Law Committee. COMMUNITY ACTIVITIES: Dayton Council on World Affairs, Secretary and Board Member. PUBLICATIONS: "Securing An Evidentiary Hearing After Puerto Rico Aqueduct & Sewer: Is Overcoming the Summary Judgment Hurdle a New Obstacle?" 4 EPA Administrative Law Reporter 731, November 1994; "Contaminated Shellfish: A Problem in the Stream of Interstate Commerce," Journal of Environmental Health, October 1987; 03/03/2008, Environmental Update: DHS Revises List of Covered Chemicals Under New Anti-Terrorism Rules; 12/27/2007, Environmental Update: DHS Revises List of Covered Chemicals Under New Anti-Terrorism Rules; 01/06/2006, Groundwater Decision: A Two-Edged Sword For Landowners, Developers And Cities. EVENTS: 03/29/2007, Webinar: Chemical Regulation in Canada and the U.S. PRESS RELEASES: 09/14/2006, Thompson Hine Lawyers Recognized in The Best Lawyers In America 2007. PRESENTATIONS: "Chemical Regulation in Canada and the U.S.," Webinar jointly sponsored with the Gowlings firm (Canada), March 29, 2007; "Self-Reporting Under U.S. EPA's 'Audit Policy'," EPA Compliance Initiative Update, Vermont & New Hampshire Hospitals Conference, Vermont Law School, Royalton, Vermont, November 8, 2005; "The Clean Water Act and Safe Drinking Water Act - Regulation of Water Quality," The Clean Water Act and Other Water Laws: Making Sense of it All, Sponsored by The Miami Conservancy District and Thompson Hine, presented at NCR Country Club, Kettering, Ohio, September 15, 2005; "Addressing Environmental Issues in Real Estate Transactions," Ohio State Bar Association Commercial Real Estate Law Seminar, Columbus, Ohio, August 17, 2005; "Water Quality Standards and the NPDES Permitting Process...Emerging Trends Impacting Your Permits," Manufacturers' Education Council, Environmental Permitting in Ohio, 19th Annual Conference on Air and Water Permits, Columbus, Ohio, July 29, 2005; "Addressing Environmental Issues in Real Estate Transactions," Ohio State Bar Association Real Estate Law Seminar, Columbus, Ohio, September 22, 2004; "The Fundamentals of Water Quality Law and Regulation," National Business Institute, Fundamentals of Water Law in Ohio: Protecting Water Rights, Use and Quality Seminar, Cincinnati, Ohio, September 20, 2004; "Agricultural Air Emissions: Emerging Issues," Ohio State Bar Association Annual Convention, Navigating Environmental Legal Issues on the Farm Seminar, Columbus, Ohio, May 13, 2004; "Addressing Stormwater Discharge Permitting Requirements in Ohio," Springfield/Clark County Safety Council Environmental Bootcamp, Springfield, Ohio, March 2, 2004; "Change Happens: What Do I Do Next?" (addressing environmental issues associated with business transactions, plant expansions and plant closures), Dayton Chamber of Commerce/Ohio TAPPI Environmental Bootcamp, Dayton, Ohio, February 24, 2004; "Navigating Wetlands Regulation," Water Law Seminar, Lorman Education Services, Columbus, Ohio, February 20, 2004; "Addressing Environmental Issues in Real Estate Transactions," Ohio State Bar Association Real Estate Law Seminar, Columbus, Ohio, September 9, 2003; "Navigating the Toxic Release Inventory Reporting Requirements," Dayton Chamber of Commerce/Ohio TAPPI Environmental Bootcamp, Dayton, Ohio, February 20, 2003; "The Emergence of Mold as the 'Hot' New Environmental Issue," Solving Water Intrusion and Mold Problems in Ohio, Lorman Education Services, December 11, 2002; "Environmental and Other Regulatory Issues Impacting Purchase and Sale of Goods," Purchasing Law Seminar, Lorman Education Services, Cincinnati, Ohio, March 21, 2002; "Navigating Toxic Release Inventory Reporting Requirements," Dayton Chamber of Commerce Environmental Bootcamp, Dayton, Ohio, January, 2002; "Addressing Environmental Issues in Real Estate Transactions," Ohio State Bar Association Environmental Law Seminar, Dayton, Ohio, July 20, 2001; "Addressing Common Problems Encountered in Buying and Selling Brownfield Properties," Ohio State Bar Association Environmental Law Seminar, Maumee Bay, Ohio, April, 2001; "Hazardous Materials Liability Issues," Surface Finishers Environmental Workshop, Institute of Advanced Manufacturing Sciences, Cincinnati, Ohio, March 23, 1998; "Recent Developments Under the Clean Water Act," Region V Environmental Regulation Seminar, Executive Enterprises, Chicago, Illinois, May 11, 1992; "Addressing Dioxin Limits in NPDES Permits," NCASI Conference, Memphis, Tennessee, June 15, 1990. AWARDS & HONORS: Listed in Best Lawyers in America (Environmental); Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine in 2007. Member: Cincinnati (Member, Environmental Law Committee), Dayton (Member, Environmental Law Committee), Ohio (Member, Environmental Law Committee) and American (Member, Natural Resources and Environmental Law Section) Bar Associations. Practice Areas: Environmental; eBusiness and Emerging Technologies. Email: Stephen J. Axtell | | Wray Blattner (Hiring Partner, Dayton Office) admitted to bar, 1980, Ohio. Education: Denison University (B.A., 1977) Phi Beta Kappa; Georgetown University Law Center (J.D., 1980). Wray is a partner in the firm's Environmental practice group. His practice includes defense of federal, state and local government enforcement actions and private party environmental litigation, environmental permitting, site remediations, regulatory compliance counseling and environmental management systems, environmental audits, commenting on rulemakings, and counsel in connection with business and real estate acquisitions and sales. REPRESENTATIVE MATTERS: LITIGATION: Defense of civil, administrative and criminal enforcement proceedings. Cases include: Defense of criminal prosecutions in connection with alleged: unlawful industrial wastewater discharges to storm sewers; drum burial in a national park; tampering with wastewater sampling protocols; poultry operation waste management. Representation of "Potential Responsible Parties" in numerous state and federal CERCLA site proceedings; lead counsel in contribution cost recovery actions. Defense of Clean Water Act, RCRA and Clean Air Act citizen suits. Defense of state asbestos demolition enforcement action. Representation of seller in post-sale cleanup cost recovery action under state and federal environmental statutes and state common law. Defense of citizen challenge of pulp and paper plant Sludge Management Plan approval. Defense of state and federal agency air emission, wastewater, solid and hazardous waste, civil and administrative enforcement actions. Successful challenge of Ohio EPA rejection of Industrial Water Pollution Control Certificate. REGULATORY COUNSELING/PERMITTING: Environmental audits, development of environmental management systems. Representation of municipality in transition of Department of Defense facility to private ownership and redevelopment. Title V air permitting of pulp and paper facility, mineral processing facility. NPDES permitting and permit appeals. Issuance of "rush" air emission permit to install. RCRA hazardous waste facility closures and corrective actions. Transfer of environmental permits and authorizations in connection with changes in facility ownership. Negotiation of terms and conditions and cleanup standards in connection with industrial site remediations. TRANSACTIONS: Due diligence (often involving Phase I and Phase II environmental site assessments), negotiation and strategic planning with respect to environmental issues in corporate and real estate acquisitions and sales. Representative experiences include: Acquisition of 14 pharmaceutical and cosmetics manufacturing facilities located in six countries. Leveraged buy-out of highway construction and chemical manufacturer with 72 facilities in 25 states. Acquisition of 3 foundry plants in Italy. Purchase and environmental remediation of former bicycle manufacturing facility. Sale (but retention of environmental cleanup responsibilities) of chemical manufacturing business with facilities in California, Texas, New Jersey and Ohio - the transfer of the New Jersey facility triggered cleanup requirements under the state ISRA program. Representation of automotive manufacturer in an engine plant joint venture. Representation of lender and financing of Brownfield site. SPECIFIC INDUSTRY EXPERIENCE: Pulp and paper, foundry, automotive, chemical, fluids management systems, precision rubber parts, airports, plumbing and wastewater services, electric utility, plumbing fixture manufacturing, aerospace, waste management, large appliance manufacturing, cathode ray tube manufacturing, highway construction components. PROFESSIONAL & CIVIC INVOLVEMENT: CORPORATE BOARDS: Dayton Culture Works. PROFESSIONAL ASSOCIATIONS: American Bar Association, Natural Resources Section; Ohio State Bar Association, Environmental Law Committee; Dayton Bar Association, Past Chair, Environmental Law Committee; Dayton Chamber of Commerce, Past Chair, Environmental Committee; Southwest Ohio Chapter of Air and Waste Management Association; Ohio Trade Association, Pulp and Paper Industry; Montgomery Greene County Local Emergency Response Council, Past Member; City of Dayton Brownfield Redevelopment Authority, Past Member. PROFESSIONAL ACTIVITIES: Regular speaker at Bar Association functions and seminars. COMMUNITY ACTIVITIES: Culture Works, Board of Directors, 2005-present; Dayton Art Institute Associate Board, 1999-2002; Wright State University Environmental Sciences Advisory Board, Past Member. PUBLICATIONS: "Sorting Out SREA," Scrap Magazine, 2007; "Environmental Regulation," Ohio Real Property Law and Practice, 1997; Co-Author, "Environmental Crime Prevention," Chemical Engineering, 1994; Co-Author, "Ohio's Title V Operating Permits," Thompson Publishing Group, 1994; Co-Author, "Clean Air Act Compliance Handbook," 1992; Co-Author, "Clean Water Act Update," 1987; 06/23/2008, Ohio to Fund "Clean Ohio Revitalization Fund" Through 2009; 05/27/2008, Prevent Vapor Intrusion From Infiltrating Your Company; 01/01/2007, EPA To Allow Sources To Exit The MACT Program; 02/01/2005, EPA Designates Nonattainment Areas: Target-Your Business, Your Way of Life. EVENTS: 01/23/2007, Webinar: Canada and U.S. Energy from Waste Projects - Opportunities and Issues. IN THE NEWS: 12/01/2006, Dayton Business Journal's Who's Who in Law Recognizes 14 Lawyers; 08/12/2005, People On the Move: Blattner Appointed to Culture Works Board. PRESS RELEASES: 09/26/2007, Thompson Hine Ranked as Leading Law Firm; 09/14/2006, Thompson Hine Lawyers Recognized in The Best Lawyers In America 2007; 06/26/2006, Thompson Hine Ranked as Leading Law Firm; 07/11/2005, Thompson Hine Ranked as Leading Law Firm Third Year in a Row; 11/29/2004, Congratulations To Our "Best Lawyers". PRESENTATIONS: "Becoming an Expert on Being an Expert Witness," American Institute of Geologists, Columbus, September 27, 2007; "Superfund Survival Guide: SREA," Institute of Scrap Recycling Industries 2007 Convention (New Orleans), April 20, 2007; "Energy from Waste: Opportunities and Challenges," Webinar jointly sponsored with the Gowlings firm (Canada), January 23, 2007'; "Brownfields Redevelopment: Tools for Successful Projects," Thompson Hine Conference, February 15, 2006; "Clean Water Act and Other Water Laws: Making Sense of it All," Thompson Hine Briefing, September 15, 2005; "Shipping Hazardous Materials," Whirlpool Corporation Environmental, Health and Safety Leadership Conference, May 5, 2005; "Clearing the Air: A History of Clean Air Act Legislation and Regulation," Ohio State Bar Association Environmental Law Committee Annual Seminar, April 28, 2005; "On the Hot Seat: Title V and the Responsible Official," GT Environmental Inc. - Thompson Hine LLP Seminar, November 13, 2003; "Clean Air Act Update: Federal Initiatives," Ohio State Bar Association Environmental Law Committee Annual Environmental Law Seminar, April 25, 2003; Addressing Mold Liability Risks, Lorman Education Services Seminar, December 11, 2002; Mold - The Latest Pitfall for the Unwary, Thompson Hine Breakfast Briefing, July 11, 2002; Chair of the Air & Solid Waste Association's, "Current Air Issues - Regional Air Pollution Control Agency," May 22, 2002; Overview of RCRA and CERCLA, Ohio TAPPI and Dayton Chamber of Commerce Seminar, January 31, 2002; Air Pollution Control: Recent Developments and Update, Ohio State Bar Association Environmental Law Committee Annual Environmental Law Seminar, May 4, 2000; Brownfields - Ohio's New Redevelopment Tool, Ohio State Bar Association Annual Convention, May 1998; We're Throwing a CERCLA Party and You're Invited, Ohio State Bar Association Annual Convention, June 1997; Ohio Air Regulation Developments, Ohio State Bar Association Environmental Law Committee Annual Environmental Law Seminar, May 3, 1996; A Practical Guide to Environmental Regulation in Ohio, National Business Institute, October 19, 1995; Issues in Ohio Air Permitting, Dayton Bar Association Seminar, September 27, 1995; Air Pollution Control Equipment for Title V, Ohio Chamber of Commerce Seminar, April 6, 1995. AWARDS & HONORS: The Best Lawyers in America - Recognized for 10 or more years; Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine in 2005, 2006, 2007 and 2008; Chambers USA: America's Leading Lawyers for Business, 2006 - Environmental. Member: Dayton (Past Chair, Environmental Law Committee), Ohio State (Member, Environmental Law Committee) and American (Member, Natural Resources Section) Bar Associations. Practice Areas: Environmental. Email: Wray Blattner | | Barry M. Block (Partner) admitted to bar, 1975, Ohio. Education: Princeton University (A.B., 1971); The University of Michigan Law School (J.D., magna cum laude, 1974) Order of the Coif, Michigan Law Review. Barry focuses his practice on mergers, acquisitions and other business transactions; franchising, licensing and distribution arrangements; and antitrust counseling. His practice involves both domestic and international transactions. REPRESENTATIVE MATTERS: MERGERS, ACQUISITIONS AND OTHER BUSINESS MATTERS: Representation of purchasers and sellers in mergers and acquisitions; Representation of clients in the organization, activities and capitalization of corporations, partnerships and limited liability companies; Representation of clients in private equity and other financing arrangements; Drafting, review and negotiation of various contracts (e.g. sale of goods, service agreements, technology agreements); Preparation and review of credit agreements, security agreements and related documentation. FRANCHISING AND LICENSING: Preparation of franchise and related agreements and uniform franchise offering circulars and management of franchise registration and exemption filings; Advice concerning distribution and licensing programs to avoid classification as a franchise; Preparation, review and negotiation of license, joint venture, development and related agreements; Preparation, review and negotiation of distribution and sales representative agreements; Guidance and advice in the termination of franchise, license, distributor and other agreements. ANTITRUST: Advice on structuring joint ventures; antitrust compliance; pricing in compliance with price discrimination laws; scope of permissible "tie-ins", loyalty discounts and similar marketing plans; vertical distribution arrangements such as pricing, national accounts and territorial limitations; licensing provisions to avoid "patent misuse" and antitrust related matters; Representation of numerous clients in premerger notice and antitrust matters for domestic and international mergers and acquisitions. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: American Bar Association, Business Law Section, Forum on Franchising and Antitrust Law Section; Ohio State Bar Association, Antitrust Law Section, Chair, 1995-1997; Dayton Bar Association. PROFESSIONAL ACTIVITIES: Co-Chair, 28th Annual Antitrust Law Institute, Ohio State Bar Association, Distribution, Marketing and Franchising, 1994; Fellow, Ohio State Bar Foundation. COMMUNITY ACTIVITIES: Eastway Corporation, Director, 1988-1994; Miami Valley International Trade Association, President, 1989-1991. PRESENTATIONS: "Franchising and Related Business Strategies," Dayton Convention Center, 2002; "Business Growth Opportunities: Internal Growth, Acquisitions and Franchising," Queen City Club, Cincinnati, Ohio, 2002; "Technology Licensing," Miami Valley International Trade Association, 1998; "Acquisitions Under the Antitrust Laws: Premerger Reporting and Substantive Analysis," Ohio State Bar Association Annual Convention, 1998. EVENTS: 09/26/2005, Financing Your Franchise - What You Need to Know. IN THE NEWS: 01/01/2006, Thompson Hine Franchise Counsel Listed in International Franchise Association Supplier Source Book. PUBLICATIONS: 12/13/2006, Introducing our Private Companies Group; 04/03/2006, Competition, Antitrust, & White-Collar Crime Alert; 05/23/2005, Corporate Compliance & Ethics Programs After the Supreme Court's Booker Decision; 10/03/2004, California Amends Franchise Investment Law; 04/01/2003, Revised DOJ Principles for Prosecution of Business Organizations. AWARDS & HONORS: Was named as a Super Lawyer by Ohio Super Lawyer magazine in 2007. Member: Dayton, Ohio State (Chair, Antitrust Law Section, 1995-1997) and American (Member, Business Law Section, Forum on Franchising and Antitrust Law Section) Bar Associations. Fellow: Ohio State Bar Foundation. Practice Areas: Competition, Antitrust and White-Collar Crime; Corporate Transactions and Securities; International. Email: Barry M. Block | | Robert J. Brown (Partner) admitted to bar, 1968, Ohio and U.S. Supreme Court; U.S. Court of Appeals, Sixth, Fourth and Eleventh Circuits. Education: The Ohio State University (B.A., 1965); Ohio Northern University College of Law (J.D., 1968). Bob is a partner in the firm's Labor and Employment practice group. His practice focuses on management representation in all areas of labor and employment law. He is an experienced trial lawyer who litigates in both federal and state courts, and before administrative agencies. Bob has served as trial counsel in many Title VII and ADEA jury and non-jury trials, and in trials of NLRB cases. He also argues labor and employment cases before federal appellate courts. Besides his trial work, a significant part of Bob's practice involves collective bargaining negotiations, employment and labor law counseling, labor arbitrations, and union representation matters. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: American Bar Association, Labor Law Section; Ohio State Bar Association, Labor Law Section; Dayton Bar Association. PRESENTATIONS: Frequent lecturer before employer association groups, and at seminars on labor and employment law topics. AWARDS & HONORS: The Best Lawyers in America, Recognized for 10 or more years. Member: Dayton, Ohio State (Member, Labor Law Section) and American (Member, Labor Law Section) Bar Associations. Practice Areas: Labor and Employment. Email: Robert J. Brown | | Lawrence T. Burick (Partner) admitted to bar, 1968, Ohio. Education: Miami University (B.A., cum laude, 1965) Phi Beta Kappa, Omicron Delta Kappa; Northwestern University (J.D., 1968). Larry is a partner in the firm's Business Restructuring, Creditors' Rights & Bankruptcy and Business Litigation practice groups. He focuses his practice on creditors' rights and remedies under the Uniform Commercial Code, Bankruptcy Code and state law to enforce creditors' rights in state and federal Courts and Bankruptcy Courts. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: Ohio State Bar Association; Dayton Bar Association; American Bankruptcy Institute; American Bankruptcy Law Forum. PROFESSIONAL ACTIVITIES: Lawyers Club. COMMUNITY ACTIVITIES: Jewish Federation of Greater Dayton, President, 1989-1993, Board Member, 1976-Present, United Jewish Campaign, Chairman, 1997-1998; JESNA (Jewish Education in Service to North America), Assistant Treasurer, 1996, Vice President, 1998-2000, Board Member, 1993-2000; Beth Abraham Synagogue, Board Member, 1997-1999; The National Conference for Community and Justice, Dayton Region, Board Member, 1997-2006, Chair, 2002-2005; Dayton International Peace Museum, Board Member, 2008-Present. PUBLICATIONS: "Ohio Construction Law: What Do You Do When?" National Business Institute, 1987, 1990; "The Undersecured Creditor's Adequate Protection Rights in the Single Asset Arena: Did the 1994 Bankruptcy Code Amendments Redress Lender Grievances?" Commercial Law Journal, 1995; Chapter on Mechanic's Liens, Curry and Durham Ohio Real Property (5th Edition), 1996, 1991; Garnishment Proceedings in Ohio: A Manual for Employers, Thompson Hine publication; 06/16/2008, Supreme Court Narrowly Construes State and Local Tax Exemption for Asset Sales in Chapter 11 Proceedings; 01/17/2008, Business Restructuring, Creditors' Rights & Bankruptcy Update: Expanded Safe Harbor Proves Not Quite Deep Enough; 10/22/2007, Bankruptcy Law Update: Ninth Circuit Decision Could Substantially Boost Landlord Claims in Bankruptcy; 07/02/2007, In re Granite Broadcasting, Inc. - "Loan to Own" Hedge Fund Prevails Over Challenge From Preferred Equity Holders - A Message Regarding Tactics? 06/21/2007, Directors of Insolvent Corporations in Delaware Owe No Direct Fiduciary Duties to Creditors; 03/20/2007, Supreme Court Rejects Per Se Prohibition on Recovery of Attorney's Fees for Unsecured Creditors; 10/03/2005, Bankruptcy Law Update; 04/01/2005, Bankruptcy Law Update; 02/01/2003, Bankruptcy Law Advisory. IN THE NEWS: 12/01/2006, Dayton Business Journal's Who's Who in Law Recognizes 14 Lawyers; 07/01/2006, Dealing With A Debtor In Possession; 10/01/2005, Dayton Lawyers Named Best of the Bar; 06/03/2005, Amcast Dumps Pensions. PRESS RELEASES: 09/14/2006, Thompson Hine Lawyers Recognized in The Best Lawyers In America 2007; 11/29/2004, Congratulations To Our "Best Lawyers". PRESENTATIONS: "Cash Collateral and Financing Orders Under the Bankruptcy Code: A Creditor's Perspective," Robert Morris Associates, Dayton Chapter, 1990, American Bankruptcy Law Forum, 1991; "Preferences Under the Bankruptcy Code: A Current Overview," Dayton Bar Association, 1991, American Bankruptcy Law Forum, 1994; "The Single-Asset Case: New Developments as to Adequate Protection, Bad Faith, Stay Relief and Confirmation Issues," Dayton Bar Association, 1994; "Confirmation Issues," American Bankruptcy Law Forum, 1996; "Current Bankruptcy Issues," Client Presentation, 1996; "What's New?" Robert Morris Associates, Dayton Chapter, 1996; "Boom or Bust: Managing Credit Risks in the Business Cycle/What Do You Do When?" Thompson Hine presentation to credit managers, 1999; Revised Article 9 presentations to: Lorman, Dayton Bar Association, American Bankruptcy Law Forum, Ohio Bankers' Association, 2001-2002; "New Creditor Strategies for Old Problems: Taking Advantage of the 2005 Bankruptcy Code Amendments and Other Remedies," 2006. AWARDS & HONORS: The Best Lawyers in America, Recognized more than 10 years; Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine in 2005, 2006, 2007 and 2008; Dayton Business Journal's Best of the Bar, 2005, 2006; Listed in various Who's Who directories; Jewish Federation of Greater Dayton, Young Leadership Award, 1978. Member: Dayton and Ohio State Bar Associations; American Bankruptcy Law Forum; American Bankruptcy Institute. Practice Areas: Business Restructuring, Creditors' Rights and Bankruptcy; Business Litigation. Email: Lawrence T. Burick | | Richard F. Carlile (Partner) admitted to bar, 1969, Ohio. Education: Ohio University (B.B.A., cum laude, 1963); The University of Michigan Law School (J.D., 1969). Rick is a partner in the Personal and Succession Planning and Corporate Transactions & Securities practice groups. He focuses his practice on estate planning and administration, business and tax planning and counseling; corporate and partnership organizational documents; mergers and acquisitions. United States Army Artillery, Lieutenant, 1963-1965. REPRESENTATIVE MATTERS: Designed numerous generation skipping and other trusts to achieve client estate objectives and to hold voting control of family owned businesses to assure continuity of management and facilitate estate tax valuation. Designed numerous close corporation, recapitalization, voting trust and shareholder buy sell agreements to accomplish a variety of family, tax and business objectives. Designed numerous family foundations to facilitate charitable planning objectives. Designed numerous limited liability company operating agreements to accomplish a variety of business and family investment, tax and business objectives. Designed holding company arrangements, inter family installment sales to grantor trusts, tax free corporate reorganizations and divisions to accomplish a variety of family investment, tax and business objectives. Administered numerous estates, of all sizes and complexities, with both resident and foreign beneficiaries. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: The Dayton Law Library Association, Trustee; American Bar Association, Real Property, Probate and Trust Law Section; Ohio State Bar Association, Estate Planning, Trust & Probate Law Section; Dayton Bar Association, Former Chairman of Taxation Committee; Ohio State Bar Association Foundation, Member; The Lawyers Club, Member. COMMUNITY ACTIVITIES: Ohio University Foundation, Emeriti Trustee; Miami Valley Hospital Foundation, Life Trustee and Former Chairman; Miriam Rosenthal Memorial Trust Fund, Trust Committee Member; University of Dayton's Institute for Learning in Retirement, Moderator; Arts and Cultural Development Fund, Advisor; Dayton Art Institute Planned Giving Committee, Former Member; Oakwood Schools Education Foundation, Former Trustee; University of Dayton School of Law, Former Advisory Council Member; Dayton Area Chamber of Commerce Tax Committee, Former Chairman; Oakwood Environmental Committee, Former Chairman; Oakwood Board of Health, Former Member; Dayton Council on World Affairs, Former Secretary; Culture Works, Former Trustee; Greater Dayton Mental Health Foundation, Former Trustee. AWARDS & HONORS: The Best Lawyers in America, Recognized for 10 or more years; Named a Super Lawyer by Ohio Super Lawyer magazine in 2005, 2006, 2007 and 2008. Member: Dayton (Former Chairman of Taxation Committee), Ohio State (Member, Estate Planning, Trust and Probate Law Section) and American (Member, Tax, Real Property and Trust Law Section) Bar Associations. Practice Areas: Personal and Succession Planning; Corporate Transactions and Securities. Email: Richard F. Carlile | | Mark A. Conway (Group Leader, Personal & Succession Planning) admitted to bar, 1983, District of Columbia and U.S. Tax Court; 1988, California; 1991, Ohio. Education: Culver Military Academy (1976); Denison University (B.A., 1980); California Western School of Law (J.D., 1983) California Western School of Law International Law Journal, Associate Editor, American Jurisprudence Award, International Law, Advocacy Honors Board; Georgetown University Law Center (LL.M., Taxation, 1984). Mark is the Group Leader and partner in the firm's Personal & Succession Planning practice group. He focuses on the tax and estate planning needs of U.S. and foreign executives, investors and business owners. He designs plans to provide for the orderly succession and management of family investments and business interests; provides closely held business owners counseling on legal and tax issues affecting business operations, acquisitions, divestitures and succession planning; and represents taxpayers before the Internal Revenue Service to obtain advanced rulings and to resolve audit disputes. REPRESENTATIVE MATTERS: Designed numerous real estate joint venture arrangements for Top 100 home builder and land developer. Designed numerous close corporation, shareholder and buy sell agreements to accomplish a variety of family investment, tax and business objectives. Designed numerous limited liability company operating agreements and general and limited partnership agreements to accomplish a variety of family investment, tax and business objectives. Designed transaction involving a sale of nonvoting shares in bank holding company to a grantor trust to accomplish family tax and business objectives; including recapitalization of the bank holding company's capital structure to have voting and nonvoting shares, S corporation election, and change in control filings with the Office of Thrift Supervision. Designed transaction for holder of a self canceling installment note to transfer the same to a short term (zeroed out) GRAT to remove the contingent principal payment obligation from the holder's estate in the event holder survives the maturity of the note. Participated in valuation analysis with retained valuation experts and medical consultants to determine value of the note for gift tax purposes. Designed grantor trust transaction for U.S. citizen to transfer assets to French national child (non US citizen) without the child being subject to (i) French income tax on trust distributions, (ii) French wealth tax on trust assets, and (iii) the French donation duty on distributed assets. Obtained ruling from the French Tax Administration for these results. Designed numerous generation skipping trusts to hold voting control of family owned businesses to assure continuity of management and facilitate estate tax valuation objectives. Advised on the income and estate tax consequences of a partnership arrangement to settle management issues over family investments held in a QTIP trust and allow payment of estate tax on a Graegin type installment basis. Advised on the determination of trust accounting income with respect to interests held by the QTIP trust in partnerships and limited liability companies. Designed short sale against the box transactions for family owned corporation. Provided tax advice on European style collar transactions and prepaid forward contracts for concentrated positions of publicly traded shares. Designed numerous holding company (family office) arrangements, pooled investment funds, preferred partnership/stock recapitalizations, inter family installment sales to grantor trusts, self canceling installment notes, private annuities, tax free corporate divisions etc. to accomplish a variety of family investment, tax and business objectives. Designed numerous family foundations and supporting organizations to facilitate charitable and business succession planning objectives. Provided advice on the merger of foundations in connection with public company merger, including the design of related governance documents and investment arrangements. Created employer sponsored employee relief fund and obtained IRS classification of fund as a public charity. Experience with all types of charitable giving arrangements. Created first of its kind medicaid pooled trust for a community foundation by which members of the family of an individual with disabilities may acquire a charitable gift annuity for such individual's benefit to be administered through the pooled trust. Obtained classification of the pooled trust as a supporting organization to the community foundation through Tax Court litigation (Disability Foundation vs. Comm.). Advised corporate fiduciary on estate tax issues associated with fixed price buy sell arrangement including litigation with respect to estate tax apportionment issues. Provides advice to large U.K. firm with respect U.S. resident and non resident income, gift, estate and generation skipping transfer tax issues. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: American Bar Association; Ohio State Bar Association; State Bar of California; The District of Columbia Bar; United States Tax Court. PROFESSIONAL ACTIVITIES: American College of Trust and Estate Counsel. COMMUNITY ACTIVITIES: Vice Chair, St. Leonard; Board Member, The Disability Foundation; Board Member, Greater Dayton Mental Health Foundation; Former Board Member, Grandview Hospital Foundation; Former Board Member, Greater Dayton Planned Giving Council; Former Member, The Dayton Foundation Marketing Committee; Former Board Member, Dayton Council on World Affairs; Former Member, West Minister Presbyterian Church. PUBLICATIONS: "New Required Minimum Distribution Rules," Banking Law Journal, March 2001; 12/13/2006, Introducing our Private Companies Group; 01/30/2006, Tax Update. PRESS RELEASES: 09/14/2006, Thompson Hine Lawyers Recognized in The Best Lawyers In America, 2007. PRESENTATIONS: "The Private Foundation: Bracing for the Impact of Legislative and Other Developments," Ohio Society of CPAs Non Profit Conference in Columbus, Ohio, 2005; "Key Concepts in Estate Planning for Foreign Nationals Residing in the U.S.," American College of Trust and Estate Counsel, Ohio Meeting, 2004; "Current Issues in Business Succession Planning," Ohio CLE Institute, American College of Trust and Estate Counsel, Ohio Meeting, 2003; "Top Ten Charitable Giving Vehicles (Strategies) in the New Millennium," Ohio Society of CPAs, 2002; "Choosing Among A Private Foundation and the Alternatives: The Supporting Organization and Donor Advised Fund," Planned Giving Council of Dayton, 2001; "Charitable Giving Strategies Using Subchapter S Corporations," Planned Giving Council of Dayton, 2000; "Estate Planning Strategies for the KeyBank Investment Management IRA," KeyBank, 1999; "Funding and Drafting Considerations in the Creation of Family Limited Partnerships," Ohio State Bar Association, 1998; "Developments in Estate Planning/A Workshop to Evaluate the Plan," Ohio Society of CPAs, 1998; "The Family Owned Business Deduction (Exemption)," Dayton Bar Association, 1998; "Current Charitable Giving Strategies," Kentucky Bar Association and Kentucky Society of CPAs, 1997; "Advanced Charitable Tax Planning," Northern Ohio Planned Giving Council, 1997; "Qualified Domestic Trusts/Marital Planning for the Non-U.S. Citizen Spouse," Dayton Bar Association, 1995; "Qualified Personal Residence Trusts," Dayton and Hamilton Bar Associations, 1994, 1995; "Use of 'Defective' Grantor Trusts to Save Estate Taxes," Ohio Bar Association and Ohio Society of CPAs, 1994; "Using Business Organizations in Estate Planning," Cleveland Estate Planning Institute, 1994. AWARDS & HONORS: The Best Lawyers in America, 2006, 2007; Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine in 2005, 2006, 2007 and 2008; Burton Award for Legal Achievement, 2002; Fellow, American College of Trust and Estate Counsel. Member: Ohio State and American (Member, Real Property, Probate and Trust Law Section); State Bar of California; District of Columbia Bar. Fellow: American College of Trust and Estate Counsel. Practice Areas: Personal and Succession Planning; Tax. Email: Mark A. Conway | | Robert M. Curry (Partner-in-Charge, Dayton Office) admitted to bar, 1978, Ohio. Education: Miami University (B.A., magna cum laude, 1975) Phi Beta Kappa; The Ohio State University Moritz College of Law (J.D., 1978) Order of the Coif, Ohio State Law Journal, Associate Editor. Bob is a partner in the firm's Real Estate practice group and partner-in-charge of the Dayton office. He focuses his practice on commercial real estate transactions, commercial leases, construction contracts, mortgage loan transactions, broker/agency law and condominiums. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: American Bar Association; Ohio State Bar Association, Real Property Section, Board of Governors; Dayton Bar Association, Real Property Committee, Former Chair. PROFESSIONAL ACTIVITIES: Dayton Area Board of Realtors, Counsel; Five Rivers MetroParks, Counsel; U.S. Bank, Advisory Board. COMMUNITY ACTIVITIES: Dayton Development Coalition, Board Member; Downtown Dayton Partnership, Board Member; United Way of Greater Dayton, Board Member; University of Dayton School of Law Advisory Council, Member; Oakwood Schools Education Foundation, Board Member, Former Chair; City of Oakwood Board of Zoning Appeals, Board Member, Former Chair. PUBLICATIONS: Co-Author, Ohio Real Property Law and Practice, Sixth Edition, two volume treatise, Matthew Bender (Lexis/Nexis), 2006; Co-Author, Ohio Real Property Law and Practice, Fifth Edition, 1996, 1997; Co-Author, Ohio Land Contract Law, University of Dayton Law Review, 1994; Author, McDermott's Ohio Real Property Law and Practice, Fourth Edition, Volume 3 (Forms), 1989; 07/27/2006, Eminent Domain Update: New Standards for Eminent Domain in Ohio; 01/06/2006, Groundwater Decision: A Two-Edged Sword For Landowners, Developers And Cities. IN THE NEWS: 04/10/2008, Law Firm Sets Deadline for Ballpark Move; 01/25/2008, Three Thompson Hine Lawyers Named Client Service 'All Stars'; 12/21/2007, United Way Elects Leadership Team; 11/30/2007, Fate of $230M Downtown; 04/24/2007, Thompson Hine Merits Pinnacle Award; 12/01/2006, Dayton Business Journal's Who's Who in Law Recognizes 14 Lawyers; 08/11/2006, Hochman & Plunkett to Move from Downtown. PRESS RELEASES: 01/10/2008, Three Thompson Hine Lawyers Named Client Service "All-Stars"; 09/26/2007, Thompson Hine Ranked as Leading Law Firm; 09/18/2007, Thompson Hine Partner Named Chair of OSBA Section Council; 09/14/2006, Thompson Hine Lawyers Recognized in The Best Lawyers In America 2007; 11/29/2004, Congratulations To Our "Best Lawyers". PRESENTATIONS: "Case Law Update," Ohio State Bar Association Convention, 2003; "Reviewing Agreements of Sale," OSBA/CLE Institute Seminar, 2001; "Case Law Update," Ohio State Bar Association Convention, 2001; "Ohio Agency Review," Seminar for Dayton Area Board of Realtors, 2000, 1999; "Corporate Closing Real Estate Documentation," OSBA/CLE Institute Seminar, 2000; "Conveyancing in Ohio," OSBA/CLE Institute Seminar, 1999; "Drafting Conservation Easements," Conference on Agricultural and Natural Resource Conservation Easements, 1998. AWARDS & HONORS: Listed in Chambers USA: America's Leading Lawyers for Business, 2007; Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine from 2005-2008; The Best Lawyers in America, Recognized for more than 10 years; American College of Real Estate Lawyers, Member. Member: Dayton (Former Chair, Real Property Committee), Ohio State (Board of Governors, Real Property Section) and American Bar Associations; American College of Real Estate Lawyers. Practice Areas: Real Estate. Email: Robert M. Curry | | Thomas E. DeBrosse (Partner) admitted to bar, 1980, Ohio. Education: The Ohio State University (B.A., 1972); University of Minnesota (M.B.A., 1973); The Ohio State University Moritz College of Law (J.D., 1980). Tom is a partner in the firm's Tax practice group. He focuses his practice on the design of favorable federal and state taxation structures for sales/acquisitions, real estate transactions, new business ventures, partnerships, limited liability companies and S corporations; taxpayer representation regarding IRS and Ohio tax examinations, appeals and litigation; and general legal advice for closely held businesses. REPRESENTATIVE MATTERS: FEDERAL TAX: Favorable private rulings obtained from IRS National Office include the following: (a) statutory consolidation of 12 upper tier companies not subject to investment company rules thereby permitting reorganization treatment resulting in $400 million tax savings; (b) spin off of manufacturing subsidiary qualifies for Section 355 tax free treatment; (c) investment by tax-exempt entity in a for profit joint venture qualifies as a nontaxable related business; and (d) for profit equity-based compensation arrangement for key executive of tax-exempt entity does not jeopardize entity's exempt status. Obtained retroactive Section 501(c)(4) tax-exempt status for a church-owned nursing home to allow a $600,000 tax savings on a sale of the facility. Negotiated an IRS appeals settlement for a closely held C corporation which resulted in a 100% concession of a large accumulated earnings tax adjustment. Obtained a favorable Tax Court settlement with IRS District Counsel by using a novel approach to avoid the statute of limitations to allow the use of a NOL carryback resulting in a $250,000 tax reduction. STATE TAX: Negotiated an abatement of Ohio sales/use tax audit assessments on the purchase and use of aircraft; assisted efforts which resulted in legislative enactment of an Ohio sales/use tax statutory exemption for qualified aircraft purchases. Obtained an Ohio real property tax exemption on a split-listing basis for a substantial portion of a $120 million combination performing arts center/office tower condominium project. Obtained a favorable Ohio Board of Tax Appeals decision which allows a long term lease arrangement to qualify as ownership for Ohio real property tax exemption purposes. Obtained a favorable settlement by mediation of an Ohio Board of Tax Appeals personal property tax case which resulted in a $350,000 tax savings. Negotiated a favorable settlement of an Ohio Board of Tax Appeals personal property tax case in which the Tax Commissioner sought to assess tax on a closely held corporation's art collection. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: American Bar Association, Taxation Section; Ohio State Bar Association; Dayton Bar Association. PROFESSIONAL ACTIVITIES: Dayton Association of Tax Professionals, Past President; Certified Public Accountant (California). PRESENTATIONS: Frequent lecturer at bar and CPA association seminars for lawyers and accountants concerning taxation of limited liability companies; sales and use taxes; and various other tax topics. AWARDS & HONORS: The Best Lawyers in America; Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine, 2005, 2006, 2007 and 2008; Dayton Business Journal's Best of the Bar. Member: Ohio State and American (Member, Taxation Section) Bar Associations. Practice Areas: Tax. Email: Thomas E. DeBrosse | | Steven J. Elleman (Partner) admitted to bar, 1996, Ohio; 2005, U.S. District Court, Southern District of Ohio; registered to practice before U.S. Patent and Trademark Office. Education: The Ohio State University (B.S., Aeronautical and Astronautical Engineering, cum laude, 1993) Tau Beta Pi; The Ohio State University Moritz College of Law (J.D., with honors, 1996). Steve is a partner in the firm's Intellectual Property Practice group. He is a registered patent attorney and focuses on all aspects of intellectual property law, including domestic and foreign patent and trademark prosecution; patent and trademark validity and right-to-use studies; copyright registration and litigation; intellectual property licensing including joint venture and trade secret agreements; and domain name and cybersquatting issues. Prior to joining the firm, Steve was an associate with Calfee, Halter & Griswold LLP in Cleveland, Ohio, and was previously a judicial extern to the Honorable Paul E. Pfeifer of the Ohio Supreme Court. TECHNICAL EXPERIENCE: Automotive components, valves and fittings, micro-electromechanical systems, food processing equipment, golf equipment, business methods, fluid sensors, medical devices, packaging, printer technologies, protective apparel, school and office products, papermaking techniques, materials processing, transportation technology, pumping equipment and electric motor manufacturing. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: American Bar Association, Intellectual Property Section; American Intellectual Property Law Association; Dayton Intellectual Property Law Association. PUBLICATIONS: "Supreme Court Send Signal to 'Patent Trolls'," Technology First Dayton, Greater Dayton IT Alliance, September edition, 2007; Co-Authored "Major Changes Possible For The Patent System," Technology First Dayton, Greater Dayton IT Alliance, March edition, 2006; "Problem in Patent Litigation: Mandatory Mediation May Provide Settlements and Solutions," Ohio State Journal on Dispute Resolution, 1996; 04/19/2007, Notice Letters, Invitations to License, and Other Patent Enforcement Practices Pose a Greater Risk of Triggering Declaratory Judgment Suits After MedImmune; 02/01/2007, MedImmune, Inc. v. Genentech, Inc. IN THE NEWS: 07/30/2006, Firm lawyers among Ohio Super Lawyers Rising Stars; 03/01/2006, Major Changes Possible for the Patent System. PRESS RELEASES: 07/02/2007, Twenty-Six Thompson Hine Lawyers Named "Rising Stars"; 01/05/2005, Firm Elects New Partners. PRESENTATIONS: "Tangentialness" under Festo: Cross Medical Products, Inc. v. Medtronic, On-site client presentation, 2007; "Basics of Intellectual Property," Dayton Entrepreneur Development Network, 2005; "Infectious Estoppel - Glaxo Wellcome, Inc. v. Impax," Best Practices in Patent Prosecution for 2005 (CLE accredited seminar), 2004. AWARDS & HONORS: Selected for inclusion in Rising Stars by Ohio Super Lawyer magazine in 2006 and 2007. Member: American Bar Association; American Intellectual Property Law Association; Dayton Intellectual Property Law Association. Practice Areas: Intellectual Property; eBusiness and Emerging Technologies. Email: Steven J. Elleman | | Francesco A. Ferrante (Member, Executive Committee) admitted to bar, 1981, New York and Ohio. Education: St. John's University (B.A., with honors, 1976); Syracuse University College of Law (J.D., with honors, 1979); New York University School of Law (LL.M., 1981). Frank focuses his practice on the federal income taxation of corporations; structuring and compliance of executive compensation arrangements (e.g., bonus programs, deferred compensation, stock options and change in control arrangements) within tax limitations of Section 409A, Section 162(m) (i.e., the $1 million deduction on executive pay), Section 280G (i.e., nondeductibility and 20% excise tax penalty on certain amounts paid on change in control) and ISO provisions; tax structuring and contract tax provisions in M&A transactions; and like-kind exchanges. Frank is admitted to practice in Ohio and New York. REPRESENTATIVE MATTERS: TAX CONTROVERSY: Application of Section 280G in pre-2004 Public Company Merger of Equals situation having overlapping shareholders; Monetization of installment notes received on sale of subsidiary corporation; Deductibility of investment banking fees incurred in acquisition context; Status of preferred shares as 306 stock; Deductibility of interest in leveraged COLI ("Corporate Owned Life Insurance") arrangements relating to both post- and pre-1986 policies; Advance payment FSC arrangement; NOL carryback CERT application; Liquidation-reincorporation arrangement challenged as a D reorganization; Municipal taxation of deferred compensation arrangements. M&A: TAX STRUCTURING AND NEGOTIATION OF TAX PROVISIONS: Mead/MeadWestvaco Corporation: Sale of Mead Data Central (Lexis Nexis); Sale of Micromedix; Sale of Ampad; Sale of Brunswick; Split-up of Georgia Kraft; Purchase of At-A-Glance; Purchase of Mead Oxford; Mead-Westvaco Consolidation. TBC Corporation: Purchase of Tire Kingdom; Purchase of Merchant's; Purchase of Sears National Tire and Battery; Sale of TBC to Sumitomo. Elder Beerman: Sale of Elder Beerman to Bon-Ton. Amcast Corporation: Purchase and sale of various subsidiaries and divisions and sale of Amcast. TAX PLANNING: Drafting ruling request and discussion with IRS regarding Section 45 Biomass tax credit; Drafting ruling request and discussion with IRS regarding transfer of unamortized research costs in connection with spin-off transaction; Approximately 50 like-kind exchanges, including build-to-suit situation, 65,000 acres of timberland exchange, synthetic lease arrangement involving airplane and short term office lease; Tax opinions in tax free acquisition contexts; Large multi-national corporation pension plan investment in real estate through partnerships/LLCs; Conversion of taxable holding companies to tax-exempt status; Contribution of shares of closely-held corporation to private foundation followed by redemption; Bankruptcy reorganizations; Split-dollar life insurance planning following Sarbanes-Oxley loan prohibition; Interest deduction in connection with tax-exempt bonds owned by an affiliated group of corporations filing a consolidated return; Earnings stripping interest deduction limitation on loans between tax-exempt organization and taxable subsidiary; Transfer of Tax-Exempt Bonds in Section 150(d)(3) incorporation transaction. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: American Bar Association, Tax Section. PROFESSIONAL ACTIVITIES: Comment Letters to IRS regarding application of §Section 280G in Merger of Equals Transactions 2002 TNT 96-34, 2002 TNT 128-17; Meeting with IRS/Treasury in preparation of §Section 280G reproposed regulation on Open Issues relating to compensation payable on Change in Control, May, 2001; Comment Letter to IRS regarding Notice 2001-10 involving Split Dollar Insurance Arrangements 2001 TNT 76-17; ABA Tax Section Comment Letter to IRS on Open Issues in §Section 1031 Like-Kind Exchange 95 TNT 155-22; Comment Letter to IRS regarding §Section 162(m) $1MM Deduction Limitation or Compensation Paid to Officers of Public Corporation 94 TNT 27-42; Comment Letter to IRS regarding §Section 737 Effective Date Regarding Property Contributed to Partnership 92 TNT 232-23; Comment Letter to IRS regarding §Section 280G Golden Parachute Provision (29 Comments) 89 TNT 120-30; Comment Letter to IRS regarding §Section 280G Golden Parachute Provision regarding the priority of payments within the 2.99 limitation 89 TNT 202-39 Comment Letter to IRS Permitting Transfer of ISO Shares to Spouse and Avoid Disqualifying Disposition of ISO Shares; Comment Letter to IRS regarding Refundable Entry Fees Paid by Elderly to Residential Facilities as Loans Within §Section 7872 86 TNT 24-62; Teaching Positions: Adjunct Professor, "Tax-Free Corporate Reorganizations," University of Cincinnati, Masters of Tax Program, Three Semesters. PUBLICATIONS: Draft article regarding deferred corporation and municipal taxes/Cincinnati v. Northern Kentucky, 2002; Assisted on article regarding Tax Treatment on Employee Stock Options in Mergers and Acquisitions 2001 TNT 38-83; Incentive Stock Option and the Alternative Minimum Tax Part I - After the Technical and Miscellaneous Revenue Act of 1988, 42 Tax Notes 499; Incentive Stock Options and the Alternative Minimum Tax Part II - After the Omnibus Budget Reconciliation Act of 1989; 05/15/2007, IRS Issues Long-Awaited Final Regulations Under Section 409A; 09/30/2005, The Katrina Emergency Tax Relief Act of 2005; 08/18/2004, Executive Compensation Development & Ideas. PRESS RELEASES: 09/14/2006 Thompson Hine Lawyers Recognized in The Best Lawyers In America 2007. PRESENTATIONS: TEI Presentation to Southwest Ohio Chapter on 409A Deferred Compensation, March 2007; TEI Presentation to Southwest Ohio Chapter on 409A Deferred Compensation, October 2004; TEI Presentation to Cleveland Chapter regarding Executive Compensation, May 2004; Presentation to (a) Ohio Commissioner Zaino and staff, (b) Ohio Tax Commissioner Advisory Council and (c) TEI Columbus Chapter regarding deferred compensation and municipal taxes, 2001 and participate in drafting of current Ohio law; TEI Presentation to Southwest Ohio Chapter regarding Tax Issues in Corporate Merger and Acquisition Agreements, May 2001. AWARDS & HONORS: Martindale-Hubbell -- AV Rated; The Best Lawyers in America; Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine in 2007. Member: American Bar Association (Member, Tax Section). Practice Areas: Tax. Email: Francesco A. Ferrante | | Christine M. Haaker (Partner) admitted to bar, 1994, Ohio; U.S. Court of Appeals, Sixth Circuit; U.S. District Court, Northern and Southern Districts of Ohio; U.S. District Court, Eastern and Western Districts of Michigan. Education: University of Dayton (B.S., magna cum laude, Accounting, 1991) Honors Program; The Ohio State University Moritz College of Law (J.D., 1994). Christine is a partner in the Business Litigation Practice group. She also provides litigation services to the eBusiness and Emerging Technologies, Product Liability, Competition and Intellectual Property Practice Groups and serves as a member of the firm's Electronic Information Services Team. Christine focuses on complex business litigation, including contract, and shareholder disputes; trade secrets and unfair competition; commercial litigation; arbitration and mediation; federal statutory claims; business torts, including the defense of intentional tort actions; national and international litigation monitoring services; and appellate representation before state and federal courts, including the representation of amici. Christine also focuses on litigation that involves the retrieval and analysis of significant electronic evidence. Christine represents clients throughout Ohio and nationwide in conjunction with local counsel or on a pro hac vice basis. Christine is admitted to practice before the following courts: Ohio, various courts of original jurisdiction and appeal, Supreme Court; United States District Court; Northern District of Ohio; Southern District of Ohio; Eastern District of Michigan; Western District of Michigan; Sixth Circuit Court of Appeals; United States Supreme Court. Christine has also been admitted pro hac vice in various courts as clients' needs have required. REPRESENTATIVE MATTERS: Successfully obtained summary judgment in favor of an employer for acts of its employee under Fair Credit Reporting Act and successfully defended appeal. Obtained jury verdict awarding damages on a breach of contract claim between shareholders of a close corporation. Representation of a general contractor in Arbitration of dispute with owners. Representation of various corporations in complex contractual disputes. Representation of various corporations in intentional tort actions brought by employees, including dismissal of actions. Defense of a major automotive manufacturer in product liability actions involving fire damage. Defense of law firm against claims for violation of the Fair Debt Collection Practices Act. Defense of contractor from claims of discrimination in awarding contracts in violation of United States Department of Housing and Urban Development regulations. Successful representation of a coalition of park districts as amici before the Ohio Supreme Court on the constitutionality of Ohio's Recreational User Statute. Successful defense of manufactures of industrial equipment in product liability actions out of state. Successful representation of minority shareholder in freeze-out action against fellow shareholders. Routine representation and counseling of mental health organization regarding privacy and privilege issues, including response to and opposition of requests for information and subpoenas. Successful opposition of defense for lack of personal jurisdiction over out of state, non-resident corporation. Representation of clients on complex commercial collection cases and execution on judgments. Defense of manufacturer of industrial manufacturing equipment in breach of warranty action. Defense of national pet supplies retailer against false advertising, trademark infringement, unfair competition, cyber squatting, and violation of the Sherman and the Robinson-Patman Acts claims. Counsel to condominium association and representation of association in a variety of litigation matters. Prosecution and defense of copyright infringement actions. Defense of insurer in bad faith and breach of duty to insure actions. Representation of franchisees and franchisors in franchise agreement disputes. Representation of business in action against former accounting firm for professional malpractice. Defense of engineering firm against professional negligence claim. Defense on behalf of insurer of toxic tort action, asserting claims for infliction of multiple chemical sensitivity. Representation of landlords in various commercial leasing disputes and eviction actions; representation of commercial tenants in commercial leasing disputes. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: Dayton Bar Association, First Vice President, 2007-2008, Second Vice President, 2006-2007, Co-Chair, Bench Bar Conference, 2003, Chair, Civil Trial Practice Committee, Vice-Chair, Civil Trial Practice Committee; United States District Court, Southern District of Ohio, Committee on Discovery of Electronic Data. COMMUNITY ACTIVITIES: Dayton Art Institute, Associate Board Member, 2006-Present; Juvenile Diabetes Research Foundation, Greater Dayton 2006 & 2007, Gala Chair, Board of Trustees, 2006-Present; Greater Dayton Volunteer Lawyers Project, Ongoing Participation; United Rehabilitation Services of Greater Dayton, Board of Trustees, 1998-2004. PUBLICATIONS: 12/19/2006, Federal Rules of Civil Procedure Amendments. PRESENTATIONS: Electronic Discovery and Changes in the Federal Rules, Federal Bench Bar Conference, September 29, 2005; You've Got Mail and a Whole Lot More -- Dealing With Digital Discovery, 12th District Court of Appeals, Judicial Conference, April 30, 2004; Complaint to Verdict: Discovery, Dayton Bar Association, 2002. EVENTS: 02/28/2007, Attorney-Client Privilege: Ohio Rule Changes And In-House Considerations. IN THE NEWS: 07/30/2006, Firm lawyers among Ohio Super Lawyers Rising Stars; 03/03/2006, Debt-Collection Lawyers Not Immune. PRESS RELEASES: 07/02/2007, Twenty-Six Thompson Hine Lawyers Named "Rising Stars". AWARDS & HONORS: Dayton Business Journal - Best of the Bar, 2004; Selected for inclusion in Rising Stars by Ohio Super Lawyer magazine, 2005-2007. Member: Dayton Bar Association. Practice Areas: Business Litigation; eBusiness and Emerging Technologies; Product Liability Litigation. Email: Christine M. Haaker | | Timothy J. Hackert (Partner) admitted to bar, 1980, New York; 1988, Ohio. Education: Harvard University (B.A., cum laude, 1975); New York University School of Law (J.D., 1979). Tim is a partner in the Real Estate practice group. He focuses his practice on institutional real estate through mortgage lending, mezzanine financing, joint ventures, sales and acquisitions. Tim is admitted to practice in Ohio and New York. PROFESSIONAL & CIVIC INVOLVMENT: PROFESSIONAL ASSOCIATIONS: Ohio State Bar Associations; New York State Bar Association; Dayton Bar Association. PROFESSIONAL ACTIVITIES: Past Chairman, 1992-1994, Pension Plan Investments Committee, American Bar Association; American Land Title Association Lenders' Counsel Group; Pension Plan Investments Committee, American Bar Association; American College of Mortgage Attorneys, Inc. PRESENTATIONS: "Pension Fund Investments in Real Estate," American Bar Association Spring CLE and Committee Meeting, May 1990. AWARDS & HONORS: The Best Lawyers in America, Recognized for 10 or more years; Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine, 2006 and 2007. Member: Dayton, Ohio State, New York State and American (Past Chairman, 1992-1994, Pension Plan Investments Committee) Bar Associations; American Land Title Association Lenders' Counsel Group; American College of Mortgage Attorneys, Inc. Practice Areas: Real Estate. Email: Timothy J. Hackert | | Linn S. Harson (Partner) admitted to bar, 1996, Ohio. Education: The Ohio State University (B.S., 1988); University of Dayton School of Law (J.D., summa cum laude, valedictorian, 1996). Linn is a partner in the firm's Corporate Transactions & Securities practice group. She focuses her practice on: SEC reporting companies with publicly-held debt or equity; Privately held companies with annual revenues of at least $20 million; Acquisitions or dispositions of companies; and Organization and governance of non profit entities. Prior to law school, Linn was employed by Emro Marketing Company (now Speedway-Super America LLC) as a merchandising/buyer responsible for the selection, placement, pricing and promotion of juice/dairy/water and other beverages in approximately 1,700 convenience stores in 16 states. She initiated and developed the "Enon Springs" private-label water program. Prior to that, she was responsible for purchasing all printed materials for corporate advertising and administrative matters and initiated a company-wide forms management program. REPRESENTATIVE MATTERS: Successfully led a publicly-held food processing company in a $100 million acquisition of a business consisting of 4 manufacturing facilities and a $24 million acquisition of a business consisting of 2 manufacturing facilities. Represented privately-held company in $10 million sale of technology government contracting business. Assisted client in acquisition of business with companies in 18 countries outside the United States. Regularly assist publicly-held clients in SEC compliance matters, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and Sarbanes Oxley compliance and corporate governance matters. Routinely handle private placement issuances of equity and implement phantom stock and stock options plans for privately-held companies. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: Ohio State Bar Association; Dayton Bar Association. PROFESSIONAL ACTIVITIES: Montgomery County Arts and Cultural District, Officer. PUBLICATIONS: Author, "Succession Planning - Private Equity or Venture Capital May be the Answer," 2006; Author, "The New SEC 8-K Rules Require Additional Executive Compensation Disclosure," 2005; 02/01/2005, New SEC 8-K Rules Require Additional Executive Compensation Disclosure. IN THE NEWS: 12/01/2006, Dayton Business Journal's Who's Who in Law Recognizes 14 Lawyers; 07/30/2006, Firm lawyers among Ohio Super Lawyers Rising Stars. PRESS RELEASES: 01/05/2005, Firm Elects New Partners; 04/28/2003, Dayton Lawyers Honored. PRESENTATIONS: Speaker, "NIRI Cincinnati," 2002; Speaker, "Franchising and Related Business Strategies," Dayton Convention Center, 2002; Speaker, "Securities Institute," Dayton Bar Association, 2001. AWARDS & HONORS: Selected for inclusion in Rising Stars Super Lawyers, 2006. Member: Dayton and Ohio State Bar Associations. Practice Areas: Corporate Transactions and Securities. Email: Linn S. Harson | | J. Michael Herr (Partner) admitted to bar, 1968, Ohio. Education: University of Notre Dame (B.A., 1965); The Ohio State University (J.D., summa cum laude, 1967) Order of the Coif. Mike is a partner in and past chair of the firm's Corporate Transactions & Securities practice group. Major aspects of his practice include mergers, acquisitions and divestitures; securities law matters; debt and equity financings, including venture capital investment; and joint ventures. He also works with clients on executive compensation planning and programs; manufacturer-dealer relations; licensing and franchising; and general business matters. Mike has had extensive international experience in mergers and acquisitions and licensing. He also serves as counsel to several community and charitable organizations. REPRESENTATIVE MATTERS: Representation of publicly- and privately-held clients in sales and acquisition transactions structured as mergers, friendly tender offers, cash for stock, and cash for assets; Representation of a publicly-held client in connection with an acquisition structured as a reverse subsidiary merger; Representation of a privately-held client in a Section 355 split-up transaction; Representation of the owner of a performing arts complex through the course of the development, financing and construction of the project; Representation of participants in major joint venture projects Representation of emerging companies in obtaining venture capital financing; Counsel to boards of directors and boards of trustees of for-profit and charitable organizations; Negotiation and preparation of executive employment agreements; Negotiation and preparation of buy/sell agreements among company owners. PROFESSIONAL & CIVIC INVOLVEMENT: CORPORATE BOARDS: Shopsmith, Inc., Board of Directors; ChemStation International, Inc., Board of Directors. PROFESSIONAL ASSOCIATIONS: Ohio State Bar Association, Corporation Law Committee; Dayton Bar Association, Former Chair, Business Law Committee. COMMUNITY ACITIVITIES: CityWide Development Corporation, Chairman of the Board; Goodwill Industries of Dayton, Counsel and former Trustee; Miami Valley Research Foundation, Counsel and Secretary; Moraine Caddy Scholarship Fund, Trustee. PRESENTATIONS: "Merger & Acquisitions: Current Issues," Ohio Corporate Counsel Institute; "Introduction to Succession Related Issues," Dayton Bar Association; "The Use of Projections in Disclosure Documents," Dayton Bar Association; "Legal Responsibilities of Chief Financial Officers," Dayton Chapter of Financial Executives Institute; "Comments on Accountants' Liability," Dayton Chapter of Ohio Society of CPAs; "Musings of a Deal Junkie," Client In-House Legal Staff. AWARDS & HONORS: The Best Lawyers in America, Recognized for more than 10 years; Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine, 2005-2008; Dayton Business Journal's Who's Who in Legal, 2005-2008. Member: Dayton (Former Chair, Business Law Committee) and Ohio State (Member, Corporation Law Committee) Bar Associations. Practice Areas: Corporate Transactions and Securities; Commercial and Public Finance; eBusiness and Emerging Technologies. Email: J. Michael Herr | | Teresa D. Jones (Member, Lawyer Personnel Committee) admitted to bar, 1988, Ohio and U.S. District Court, Southern District of Ohio; 1990, U.S. Court of Appeals, Sixth Circuit; 1992, U.S. District Court, Western District of Michigan; 1997, U.S. District Court, Northern District of Georgia; 1998, U.S. District Court, District of Colorado; 2001, U.S. District Court, Eastern District of Wisconsin. Education: University of Missouri (B.A., 1969); University of Dayton (J.D., cum laude, 1988) University of Dayton Law Review, Executive Editor. Teresa is a partner in the firm's Labor and Employment group. She focuses her practice on representation of employers in all aspects of labor and employment law. Teresa is a trial lawyer who litigates in both federal and state courts, including appellate courts. Teresa has served as trial counsel in Title VII, ADA, FMLA, ADEA, FLSA and ERISA cases. She also handles non-competition and wrongful discharge litigation, and represents employers before administrative agencies, such as the EEOC and the OCRC and the OFCCP, and is involved in collective bargaining negotiations. Teresa provides preventative counseling to employers on matters such as terminations, drug testing, military leave, FMLA and WARN issues. She frequently speaks on employment law issues, and provides training to employers on sexual harassment, disability discrimination, wage-hour issues and family and medical leave. REPRESENTATIVE MATTERS: First-chair trial experience in discrimination and wrongful discharge litigation in both federal and state courts. Counseling of human resource managers concerning all aspects of employment, such as wage and hour compliance, disciplinary issues, and terminations. Defending charges of discrimination filed with the Equal Employment Opportunity Commission and other state civil rights organizations. Designing and assisting in the implementation of various workplace policies, including drug and alcohol testing, medical exams, hiring protocol, severance and reduction-in-force plans. Serving as management representative during union negotiations of collective bargaining agreements. Counseling employers on defeating unionization attempts. Advising employers on compliance with affirmative action obligations, including the design and drafting of affirmative action plans and the defense of OFCCP compliance and glass-ceiling audits. PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: American Bar Association, Labor and Employment Law Section; Ohio State Bar Association, Labor and Employment Law Section; Dayton Bar Association, Labor and Employment Law Committee, Former Vice Chair. COMMUNITY ACTIVITIES: Marshall/Jordan Diversity Committee; Artemis House Advocate; Dayton Dialogue on Race and Reconciliation, Panel Member; Dayton Aids Foundation, Labor and Employment Counsel; Make-A-Wish Foundation of Greater Ohio and Kentucky, Labor and Employment Counsel. PUBLICATIONS: "Constitutional Law: Consent Decree - A Voluntary Agreement or a Court Order? Local No. 93, International Association of Fire Fighters v. City of Cleveland," University of Dayton Law Review. PRESENTATIONS: Lectures at seminars on employment law issues. Hot Topics in Employment Law, October 2006; Managing Risk in the Employment Context - Do You Feel Lucky? July 2006; Employee Discipline - Document, Document, Document, May 2006; Responding to Administrative Charges, February 2006; FMLA - What Supervisors Need to Know, October 2005; FMLA Giving You Migraines? May 2005; The Hiring Process: Do's and Don'ts, February 2005; FMLA (with apologies to Tiny Tim) How to Tiptoe Through the Tulips, May 2004; Employment Practices and Strategies: Defensive Discipline/Limiting Liability, June 2003; Suggested Approach to Investigating Harassment, October 2002; Hiring and Retention of Women and Minorities, April 2002; FMLA and ADA - The Good, The Bad, The Ugly, March 2002; Investigating and Defending Sexual Harassment Claims, January 2002; Defending Employment Discrimination Cases, October 2001; Reasonable Accommodation Under the Americans with Disabilities Act, September 2001; Discrimination in Employment, Housing and Public Accommodation, May 2001; The ADA and Contingent Workers, May 2001; Leased Employees - Are They the Answer? April 2001; FMLA - When Does the Clock Start to Run? April 2001; Affirmative Action Programs - Have Things Really Changed? February 2001; Assessing Policies and Procedures/Developing Employee Handbooks, January 2001; ADA - What You Don't Know Can Hurt You, July 2000; FLSA - Issues Affecting Your Work Force, June 2000; Hostile Work Environment Harassment and Employer Liability, April 2000; Employment Law Update - Significant Developments in EEO and the Impact on Employment Practices, February 2000; Federal and State Record Keeping Requirements, February 2000; ADA Decisions Affecting the Definitions of "Disability" and "Qualified", March 2000; Practical Aspects of Implementing the FMLA, March 2000; Recent Developments in the Law on Sexual Harassment - Preventative Actions to Mitigate Potential Exposure, March 2000; Preparing for and Dealing with the OFCCP Onsite Review, February 2000; Conducting Sexual Harassment Investigations, January 2000; Myths and Realities in the Employment Setting, September 1999; FLSA Wage-Hour Update, June 1999. Member: Dayton (Vice Chairman, Labor and Employment Committee), Ohio State (Labor and Employment Law Section) and American (Member, Labor and Employment Section) Bar Associations; Defense Research Institute; Ohio Management Lawyers Association. Practice Areas: Labor and Employment. Email: Teresa D. Jones | | Scott A. King (Partner) admitted to bar, 1986, Ohio and U.S. District Court, Southern District of Ohio; 1992, U.S.Court of Appeals, Sixth Circuit; 1997, U.S. Court of Appeals, Federal Circuit; 1998, U.S. Supreme Court and U.S. District Court, Northern District of Ohio; 2000, U.S. District Court, Eastern District of Michigan; 2002, U.S. District Court, Western District of Michigan; 2004, U.S. District Court, Northern District of Indiana; 2005, U.S. Court of Appeals, Fifth Circuit. Education: The Ohio State University (B.A., 1983); The Ohio State University Moritz College of Law (J.D., with honors, 1986) Order of the Coif. Scott is a partner in the firm's Business Litigation and Product Liability Litigation practice groups. He focuses his practice on Uniform Commercial Code matters, including warranty law, sales, commercial paper and secured transactions, creditors' rights and lender liability, employer intentional tort, product liability, intellectual property and general commercial litigation. Scott is admitted to practice before the following courts: Ohio; United States District Court, Southern and Northern Districts of Ohio; United States District Court, Eastern and Western Districts of Michigan; United States Circuit Courts of Appeal, Fifth Circuit, Sixth Circuit and Federal Circuit, and United States Supreme Court. REPRESENTATIVE MATTERS: Scott has represented purchasers, suppliers and manufacturers in product liability/commercial breach of warranty actions, including actions arising from allegedly defective air craft hoses; aluminum can manufacturing equipment; automobiles, including brakes, electrical systems, seats, wheels and rollover resistance; carbonless paper equipment; computer software; electrical switches; forklifts; handgun accessories; hot chocolate machines; industrial pumps; industrial shears; industrial tension levelers; infant car seats; lathes; mobile homes; miter saws; press controls; smokestack panels, tractors, valves; vision testing machines; wire harness socks; and x-ray machines. Scott has represented automobile manufacturers, automobile dealers and automobile financing companies defending claims brought under the Consumer Sales Practices Act, Deceptive Trade Practices Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, Home Solicitation Sales Act, Magnuson Moss Warranty Act, Real Estate Settlement Procedures Act, Retail Installment Sales Act, Second Mortgage Loan Act and the Truth In Lending Act in both individual and class actions. Scott has represented financial institutions in commercial foreclosures, commercial collection and replevin cases, wrongful/abusive collection tactics cases, wrongful repossession, wrongful foreclosure, tortious interference, conspiracy, defamation and preference claims in both individual and class actions. Scott has prosecuted actions against mortgage brokers, appraisers and title companies for fraud in connection with the sale of residential mortgage loans on the secondary market. Scott has represented employers in numerous employer intentional tort cases, including cases arising in the aircraft, aluminum, automobile, chemical, convenience store, forging, meat packing, rubber, steel, and transportation industries. Scott has asserted and defended claims for patent, copyright and trademark infringement and trade secret misappropriation. Scott has represented manufacturers and franchisors in terminated distributorship and franchise cases. Scott has prosecuted and defended breach of fiduciary duty, minority shareholder freeze out, preemptive rights, oppression, wrongful termination and tortious interference claims for and against closely held corporations. REPORTED CASES: EMPLOYER INTENTIONAL TORT/EMPLOYER LIABILITY: Mitchell v. Lawson Milk Co., 40 Ohio St. 3d 190, 532 N.E.2d 753 (1989) (setting forth standards for dismissal of employer intentional tort complaint). Johnson v. BP Chemicals Inc., 85 Ohio St. 3d 298, 707 N.E.2d 1107 (1999) (constitutionality of employer intentional tort legislation). Moebius v. General Motors Corporation, 2002 Ohio App. LEXIS 4051 (2002) (employer international tort, commercial spray painting machine) Jones v. Conrad, 2001 Ohio App. LEXIS 3897 (2001) (employer liability for fibromyalgia). Kain v. Conrad, 139 Ohio App. 3d 460, 744 N.E.2d 245 (2000) (employer liability for employee heart attack). Osborn v. Ohio Bureau of Workers' Comp., 134 Ohio App. 645, 731 N.E.2d 1189 (1999) (employer liability for employee drug overdose). Grubbs v. Emery Air Freight Corp., 1999 Ohio App. LEXIS 6038 (1999) (employer intentional tort, fork truck accident). INTELLECTUAL PROPERTY: Textile Productions v. Mead Corporation, 134 F.3d 1481 (Fed. Cir. 1998) (standing requirements to assert patent infringement claim). Hanson Pipe & Products, Inc. v. Bridge Technologies, Inc., 351 F. Supp. 2d 603 (E.D. Texas 2004), affirmed, 2005 U.S. App. LEXIS 28529 (5th Cir. 2005) (long arm jurisdiction in trademark matters). FINANCIAL INSTITUTION/CONSUMER LAW: Pyle v Wells Fargo Financial, 2005 Ohio 6478, 2005 Ohio App LEXIS 5812 (enforceability of consumer arbitration agreement). Prime Time Mortgage Co. v. Flagstar Bank, FSB, 2005 U.S. Dist. Lexis 9354 (S.D. Ohio 2005) (dismissing libel claim based upon report to MARI). Mominey v. Union Escrow Corp., 2003 Ohio App. LEXIS 5275 (2003) (class action, affirming denial of class certification). McCann v. New Century Mortgage Corporation, 2003 Ohio App. LEXIS 2472 (2003) (enforceability of arbitration agreement in consumer lending agreement). Marzluff v. Verizon Wireless, 151 Ohio App. 3d 733, 785 NE 2d 805 (2003) (employer liability under Fair Credit Reporting Act). Jenkins v. Fidelity Financial Services, 1999 Ohio App. LEXIS 5696 (1999) (class action, statute of limitations for failure to release mortgage). Riley v. SNECMA, Inc., 105 F.Supp 2d 793 (S.D. Ohio 1999) (application of bankruptcy stay to piercing corporate veil claim). Liberty Savings Bank FSB v. Sortman, 1998 Ohio App. LEXIS 1667 (1998) (financial institution liability under Equal Credit Opportunity Act). Harris v. Brown, 1995 Ohio App. LEXIS 4802 (1995) (lender liability for wrongful foreclosure). Star Bank NA v. Reveal, 148 B.R. 288 (S.D. Ohio Bankr. 1992) (enforceability of loan documents). Huntington National Bank v. Brown, 1988 Ohio App. LEXIS 1338 (1988) (enforceability of loan documents). COMMERCIAL REAL ESTATE: Wyse v Ameritech Corp., 2004 Ohio 1015, 2004 Ohio App LEXIS 898 (2004) (equipment domain). Builders Services v. Habitat Condo. Owners' Assoc., 1999 Ohio App. LEXIS 104 (1999) (slander of title, condominium law). GZK, Inc. v Schumaker L.P., 2003 Ohio 5842, 2003 Ohio App LEXIS 5202 (2003) (right of first refusal). Upper Krust South v. School Employees Retirement Board, 1996 Ohio App. LEXIS 829 (1996) (commercial landlord tenant). Bloom v. Third Lima Corp., 1994 Ohio App. LEXIS 4802 (1994) (commercial landlord tenant, shopping center foreclosure). Star Bank N.A. v. Fisher Development Corp., 1993 Ohio App. LEXIS 2809 (1993) (priority of mortgage over special assessments). Alamain v. Trombley, 1988 Ohio App. LEXIS 193 (1988) (seller's liability under warranty deed). OTHER: Littleton v. Good Samaritan Hospital, 39 Ohio St. 3d 86, 529 N.E.2d 449 (1988) (setting forth standards for psychiatric malpractice in releasing voluntary mental patient). Shah v. Cardiology South Inc., 2005 Ohio 211, 2005 Ohio App LEXIS 195 (2005) (majority shareholder/breach of fiduciary duty). Jordan v. Armsway Tank Transport, Inc., 2004 Ohio App. LEXIS 249 (2004) (uninsured motorists coverage under commercial auto policy). Bundy v. Five Rivers Metroparks, 152 Ohio App. 3d 426, 2003 Ohio App. LEXIS 1687 (2003) (municipal liability for escaped animals). Schutte v. Danis Cos., 141 Ohio App. 3d 824 (2001) (majority shareholder/breach of fiduciary duty). Hawkins Pro-Cuts v. Garcia, 1998 Ohio App. LEXIS 96 (1998) (wrongful termination of franchise). Nordisk Aluminum Als v. Stolle Corp., 1995 U.S. Dist LEXIS 22179 (S.D. Ohio 1995) (enforcing consequential damage limitation/commercial breach of warranty). State ex rel. Farley v. McIntosh, 134 Ohio App. 3d 531 (1998) (Standard for writ of mandamus). Centerville v. Curran, 1992 Ohio App. LEXIS 304 (1992) (constitutionality of economic development ordinance). Anderson v. CSX Transp., 74 Ohio App. 3d 365, 599 N.E.2d 278 (1991) (municipal liability for vegetation obstructing rail crossing). Peterson Howell & Heather v. Hughes, 1987 Ohio App. LEXIS 990 (1987) (reformation of commercial insurance policy). PROFESSIONAL & CIVIC INVOLVEMENT: PROFESSIONAL ASSOCIATIONS: Ohio State Bar Association; Dayton Bar Association. COMMUNITY ACTIVITIES: Dayton Volunteer Lawyers Project, 2004 Recipient, Award of Excellence for pro bono representation; Dayton Bar Association, Committee on Civil Trial Practice and Alternative Dispute Resolution, Vice Chair (1995-96) and Chair (1996-97); Dayton Bar Association, Bench-Bar Conference; Centerville Baseball League, Girls Fast Pitch Coach, 1999-2005. PUBLICATIONS: "Ohio Consumer Sales Practices Act," Ohio Consumer Law for the Practitioner, PESI, 1989; "Representing a Business in Consumer Cases," Ohio Consumer Law for the Practitioner, PESI, 1989; 11/01/2006, Ohio Supreme Court Ups Ante on Consumer Statute Claims; 07/27/2006, Eminent Domain Update: New Standards for Eminent Domain in Ohio; 01/06/2006, Groundwater Decision: A Two-Edged Sword For Landowners, Developers And Cities; 02/01/2003, Voicemail: The Latest Target for Electronic Discovery. PRESENTATIONS: "Representing a Business in Consumer Cases," PESI, 1989; "Ohio Consumer Sales Practices Act," PESI, 1989, Dayton Volunteers Lawyers Project, 1992, 1993, 1994; "Taking and Defending Depositions," Civil Litigation in Ohio, Ohio CLE Institute, 1990; "Preventing and Defending Mold Claims - A Litigator's Perspective," Lorman, 2002; "Becoming an Expert on Being an Expert," Ohio Society of Certified Public Accountants, 2006; "Picking up the Phone," National Fraud Issues Conference 2006, Mortgage Bankers Association, 2006. AWARDS & HONORS: Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine from 2005-2008. Member: Dayton (Committee on Civil Trial Practice and ADR, Vice Chair, 1995-1996 and Chair, 1996-1997; Bench-Bar Conference, and Ohio State Bar Associations. Practice Areas: Business Litigation; eBusiness and Emerging Technologies; Product Liability Litigation. Email: Scott A. King | | Thomas A. Knoth (Partner) admitted to bar, 1984, North Carolina, U.S. District Court, Eastern and Middle District of North Carolina; 1986, Ohio, U.S. District Court Southern District of Ohio; U.S. Court of Appeals, Sixth Circuit. Education: University of Dayton (B.S., Economics, summa cum laude, 1981); College of William & Mary (J.D., 1984) Law Review. Tom is a partner in the firm's Business Litigation practice group. He focuses his practice on commercial disputes; ERISA disputes; trademark disputes; personal injury, product liability, health care, and medical malpractice claims; insurance law; bad faith cases; environmental litigation; trade secret cases; covenants not to compete disputes; and appeals. Tom is admitted to practice in the state courts of Ohio and North Carolina; the United States District Courts for the Southern District of Ohio, the Eastern District of North Carolina, and the Middle District of North Carolina; and the United States Court of Appeals for the Sixth Circuit. REPRESENTATIVE MATTERS: Defended various ERISA claims on behalf of clients including Anthem Blue Cross and Blue Shield, UNUM Life Insurance Company of America, Royal Maccabees Insurance Company, and Metropolitan Life Insurance Company. Reported Opinions: Metropolitan Life Insurance Co. v. Cronenwett, 162 F. Supp. 2d 889 (S.D. Ohio 2001); Rittenhouse v. Professional Micro Systems, Inc., 1999 U.S. Dist. LEXIS 21695 (S.D. Ohio July 21, 1999). Defended managed care companies against claims that their practices and procedures provided incentives to medical providers to restrict care to patients. Reported Opinion: Stewart v. Berry Family Health Center, 105 F. Supp. 2d 807 (S.D. Ohio 2000). Defended various companies in disputes involving government contracts, including a company in a federal debarment action and a company in a dispute with another bidder on a federal contract. Reported Opinion: Elaine's Cleaning Service v. United States Dept. of Labor, 106 F.3d 726 (6th Cir. 1997). Defended various entities in environmental disputes, including claims on behalf of or against operators or potentially responsible persons in Superfund litigation and claims seeking indemnification relating to environmental warranties in asset purchase agreement. Reported Opinions: Cardington Road Site Coalition v. Snyder Properties, 1994 U.S. Dist. LEXIS 21508 (S.D. Ohio August 31, 1994); Allied Paper v. H. M. Holdings, 86 Ohio App. 3d 8, 619 N.E.2d 1121 (1993). Defended several insurers in insurance coverage disputes. Reported Opinions: Nationwide Roofing & Sheet Metal, Inc. v. Cincinnati Insurance Co., 1991 Ohio App. LEXIS 2105 (Montgomery May 9, 1991); Northedge Laboratory, Inc. v. Cincinnati Insurance Co., 1987 Ohio App. LEXIS 6014 (Montgomery March 3, 1987). Defended companies such as International Paper being sued under fronting agreements for uninsured/underinsured motorist coverage. Defending telecommunications company in putative class action pertaining to the reasonableness of charges to recipients of collect calls from prisoners incarcerated in several counties in Ohio. Defending putative class action concerning the legality of collecting attorneys' fees in connection with mortgage loan reinstatements. Reported opinion: Scott v. Fairbanks Capital Corp., 284 F. Supp. 2d 880 (S.D. Ohio 2003). Defended banks, automobile finance companies, agricultural lenders, and other lenders against lender liability claims, federal RICO claims, and claims of unfair trade practices. Reported Opinion: United Virginia Bank v. Air Lift Associates, 79 N.C. App. 315, 339 S.E. 2d 90 (1986). Represented clients in bankruptcy litigation. Reported Opinion: In Re Nationwide Roofing & Sheet Metal, Inc., 130 B.R. 768 (S.D. Ohio 1991). Defended against claims asserted under the Federal Debt Collection Practices Act. Reported Opinion: Lee v. Tower Collection Center, 2000 U.S. Dist. LEXIS 13200 (S.D. Ohio August 5, 2000). Defended putative class action claiming that the leasing practices of an automobile lender violated consumer laws. Reported Opinion: Schiff v. Rice Mazda Motor of America, Inc., 102 F. Supp. 2d 891 (S.D. Ohio 2000). Represented clients involved in real estate disputes, including disputes involving real estate developments and commercial leases. Reported Opinions: Joyce/Dayton Corp. v. Manchester Tank & Equipment Co., 1996 Ohio App. LEXIS 5435 (Montgomery December 6, 1996); Premier Mortgage Co. v. Fetter, 1992 Ohio App. LEXIS 642 (Montgomery February 12, 1992); Fortune v. Fortune, 1991 Ohio App. LEXIS 1967 (Greene May 3, 1991); Fairway Estates v. McNamee, 1988 Ohio App. LEXIS 4976 (Greene December 14, 1988). Represented contractors, designers, and engineers in disputes involving the interpretation of construction contracts and performance under those contracts, including contracts with state and local governments. Reported Opinions: Mote v. Garrison, 1991 Ohio App. LEXIS 5747 (Mercer December 2, 1991); Mote & Associates, Inc. v. Village of St. Henry, 1991 Ohio App. LEXIS 5742 (Mercer December 2, 1991); Joe Becks & Associates, Inc. v. City of Dayton, 1991 Ohio App. LEXIS 2679 (Montgomery June 3, 1991); Garr |
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