Practice Areas
Business Entities
- Formation of business entities, corporations, limited liability companies, partnerships, limited partnerships, limited liability partnerships, joint ventures, business trusts, real estate trusts.
- Mergers, consolidations, recapitalizations, reorganizations, acquisitions, divestitures, and dissolutions of the foregoing entities.
- Buy-sell agreements, shareholders' agreements, close corporation agreements, voting trust agreements, partnership agreements, limited partnership agreements, joint venture agreements, business trust agreements, operating agreements, redemption agreements.
- Resolving and litigating disputes between and among shareholders, partners, owners, co-venturer, and trustees and beneficiaries.
- Private placements, equity infusions, stock options, phantom stock options, warrants, preferred shares, convertible shares, non-voting shares.
- Succession planning including structuring the business entity to provide for control and continuation of operations after death of owner/entrepreneur, despite new owners (whether and/or employees).
- Hybrid transactions involving issues relating to business entities and real estate matters.
- Corporate governance issues; breach of fiduciary duty by shareholders, partners, owners, management; shareholder derivative suits; minority shareholder actions.
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Business Law and Transactions
- Acquisitions and sales of business entities and/or assets/divisions.
- Management agreements, franchise agreements, licensing agreements.
- Non-compete agreements, non-piracy agreements, non-disclosure agreements, restrictive covenants.
- Transactions involving liquor licenses, certificates of need, check cashing licenses.
- Employment agreements, producer agreements, sales representative agreements, consulting agreements, deferred compensation agreements, independent contractor agreements, employee leasing, "rabbi" trusts.
- Split dollar insurance agreements.
- Business disputes.
- Small businesses and family businesses.
- Structuring business ventures.
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Commercial Law and Transactions
- Contracts and subcontracts.
- Equipment leasing, bailment agreements, use agreements.
- Supply agreements, requirements contracts.
- Bills of sale; bills of lading.
- Loan transactions(represent both lenders and borrowers) including loan agreements, promissory notes, cognovit notes, venture capital agreements, security agreements, convertible notes, mortgages, UCC financing statements, guarantees.
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Real Estate
- Acquisition, sale, lease, use, and license of commercial, industrial, agricultural, and residential real estate.
- Purchase agreements, sale agreements, general warranty deeds, limited warranty deeds, quitclaim deeds, fiduciary deeds, transfer on death deeds, joint and survivorship deeds.
- Commercial and residential leases, triple-net leases, shopping center leases, leases with option to purchase, leases with obligation to purchase, easement agreements.
- 1031 (tax-free) exchanges for all types of real estate.
- Condominium projects, condominium associations, declarations of condominium ownership.
- Co-ownership agreements, use agreements, agreements for vacation property, partition agreements, real estate trust agreements.
- Hybrid transactions involving real estate and other entities.
- Partition actions, quiet title actions, adverse possession, slander of title actions.
- Farm agreements, tenant farmer agreements, farm lease agreements, farm management agreements.
- Suits against title insurance companies regarding title defects and title defense.
- Planned unit developments, declarations of covenants, restrictions, and easements.
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Estate Planning
- Wills (simple and complex) and living wills.
- Trusts-revocable, irrevocable, A/B, Medicare protection, insurance, special needs, minor.
- Gifts-split gifts, planning.
- Family limited partnerships.
- Powers of attorney, health care powers of attorney, limited powers of attorneys, special powers of attorney.
- Prenuptial agreements.
- Elder issues.
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Probate
- Estate administration-full administration, relief from administration, summary release firm administration federal and Ohio estate tax returns.
- Guardianships.
- Will contests, will construction suits, trust construction suits, suits to terminate trusts, suits contesting guardianships.
- Suits revolving breach of fiduciary duties by trustees, executors, administrators, guardians.
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Bankruptcy
- Chapter 11 reorganizations for sole proprietorships, partnerships, corporations, consolidated entities.
- Pre-packaged plans of reorganization and liquidating plans.
- Representation of creditors' committees and creditors.
- Litigation involving fraudulent conveyances, preferences, avoidances, sales of assets, turnover of assets.
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Litigation
- Suits involving all of the practice areas set forth above in all facets of corporate and business transactions, real estate, contracts, trusts, probate, and bankruptcy.
- Personal injury lawsuits including wrongful death actions, survivor actions, dismemberment, disfigurement, disability, pain and suffering, loss of wages.
- Suits involving breach of employment agreements, severance, non-compete agreements, breach of fiduciary duty.
- Suits against insurance companies relating to annuities, death benefits, disability benefits, title defects, protection, errors and omissions, coverage, bad faith.
- Professional liability involving physicians, hospitals, architects, attorneys.
Certain litigation matters (typically those in which the client is the plaintiff suing for a monetary recovery) may be considered for a contingency fee arrangement which means that the client pays no fees for legal services unless there is a recovery. The client is usually responsible for expert fees and other out-of pocket expenses incurred by our firm.
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