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Ethics and Election Law Litigation


Lawyer Professional Misconduct

Our lawyers regularly advise other attorneys about the ethical requirements under the Ohio Rules of Professional Conduct. We have handled disciplinary matters brought by the State Disciplinary Counsel, County Bar Associations, and Certified Grievance Committees. As leaders of the local and state wide bar, our lawyers participated in the creation of the modern ethics rules for lawyers and participated in the hearings and debates before the House of Delegates of the American Bar Association. Recently one of our attorneys was named 2013 "Lawyer of the Year" in the Ethics and Professional Responsibility Law category by Best Lawyers®.

Transaction Types

A business or company reorganization may entail any one of the following:

  • Recapitalization
  • Business Combination
  • Ownership Restructuring
  • Spin-off
  • Voluntary Financial Restructuring
  • Bankruptcy Restructuring
  • Asset Ownership Change
  • Business Purpose Change

Tax Planning

Each kind of reorganization presents its own unique legal issues and tax considerations. Our business lawyers have the knowledge and experience to guide our clients through the reorganization process. We also provide counsel and advice during the assessment and planning stages. Keys to a successful reorganization include knowledge of the alternatives and approaches that best fit our clients’ needs and objectives. We serve as a ready resource in this regard. Further, we recognize the value to our clients in providing solutions that require creativity, and our transactional experience and willingness to think “outside the box” is valuable to the companies we represent.

Many reorganizations are significantly fashioned by tax considerations, and the tax laws can be complex. Our firm has the lawyers with the tax expertise needed to provide sound advice in dealing with the applicable tax laws.

Business Advising

A reorganization can involve the need for multiple agreements, some of which may be complex and will require a sophisticated level of understanding as to purpose and content. There is also the need for compliance with entity (e.g., corporate, limited liability company) law, including proper attention to entity governance requirements and fiduciary duties of directors and majority owners. Often compliance with governmental regulatory requirements is necessary. And, as part of the reorganization transaction, the company may need financing. We will assist our clients with all of these matters and needs.

Whatever the reason for a reorganization, we understand that its purpose and end result are intended to be beneficial to the company that seeks to pursue a reorganization transaction. We welcome the opportunity to work collaboratively with our clients to achieve the targeted benefit.