• Mergers, Acquisitions and Divestitures
• Corporate Finance
• Venture Capital
• Securities
• Joint Ventures
• Emerging Businesses
• Business Law
• Technology Transactions
• Strategic Planning
• Succession Planning
• Executive and Incentive Compensation

• Has significant experience representing a variety of corporate and other entities in mergers, acquisitions, divestitures, financings (borrowers and lenders), securities offerings, venture capital transactions, going private transactions, due diligence with respect to transactions, technology transfers, executive and incentive compensation, succession planning, general business, commercial law matters and regulatory compliance matters.  
• Has served as General Counsel of numerous privately-owned corporations, including many manufacturing and/or distribution businesses, service providers and e-commerce businesses, including the largest distributor of hollow metal doors, frames and architectural hardware in the country.
• Has significant experience in the counseling and nurturing of start-up and emerging businesses, from the preparation of the business plan through the organization and syndication of the venture, through the start-up and emerging business phase and to the exit.
• Has significant experience in the negotiation and drafting of investment, finance, merger, acquisition, divestiture, employment, non-competition, consulting, management, indemnification, release, option, executive and incentive compensation, franchise, shareholder/close corporation, limited liability, partnership, joint venture, technology transfer, lease, licensing, distributorship and other agreements.
• Has significant experience in strategic planning and corporate and other entity counseling.

AV Rated - Martindale-Hubbell

Named an "Ohio Super Lawyer" in a survey of Ohio lawyers by Law & Politics and Cincinnati magazines (January 2006)

Publications
"The Importance of Terms and Conditions of Sale," with Miles Free. Production Machining (June 2005)

"Website Compliance Becomes Increasingly More Involved," Ulmer & Berne Business and Tax Law Letter (Winter 2002)

Presentations
“Everything You Ever Wanted to Know About M&A But Were Afraid to Ask,” Ulmer & Berne LLP Business Group Series (January 2008)

"Winning M&A Strategies" Ulmer & Berne LLP Business Group Series (January 2007)

"Value Engineering: Maximizing Value in M&A Transactions and Recapitalizations," Business Group Series (February 2006)

"Incentive Compensation: How Companies Attract and Retain Top Talent," Case Western Reserve University Weatherhead School of Business (Spring 2005)

"Advanced Business Associations: Representing the Internet Start-Up Company," Case Western Reserve University Law School, Guest Lecturer, Autumn Semester, 2000-2001 School Year.

"Private Placements For Emerging Businesses:  The Venture Capital Transaction," Ulmer & Berne LLP Breakfast Forum Series (June 1998)

"Private Equity For Emerging Businesses," Ulmer & Berne LLP Breakfast Forum Series (May 1997)

"Financing The Emerging Business," Council Of Smaller Enterprises Entrepreneurship Conference (1995)

"Executive Compensation," Cleveland Bar Association Securities Law Institute, (March 1994)

"Protecting Your Trade Secrets In Your Dealings With Others," Ulmer & Berne LLP Seminar (October 1994)

"Venture Capital Transactions and the Protection of Minority Shareholders," Cleveland Bar Association, Securities Law Institute (February 1993)

"Oppression of Minority Shareholders: Response to Direct Squeeze Out Attempts,"  Cleveland Bar Association, Corporation, Banking and Business Law Institute (May 1990)

"Buying/Selling Part or All of a Closely-Held Business and The Federal Securities Law," Cleveland Bar Association, Securities Law Institute (March 1989)

"ERISA Fiduciary Duties In Contests For Corporate Control," Cleveland Bar Association Securities Law Institute (March 1987)

American Bar Association (Business Law and Franchise Law Sections)

Ohio State Bar Association 

Cleveland Bar Association (Chair, Securities Law Section, 1997-1998/Vice Chair 1995-1997; Securities Council, 1989-1992; Securities Institute Planning Committee, 1986-1992)

American Heart Association - Cleveland Metro Section (Board Chairman, 2005-present; Board Chairman-Elect, 2004; Board Member 2003-present; Corporate Committee Chair, 2003 -2006 Cleveland Metro Heart Galas)

Case Western Reserve University School of Law (Guest Lecturer, Advanced Business Associations, 2000)

Center For Families and Children (Board Member 2003-present, Member, Resource Development Committee, Strategic Alliance Committee)

Cleveland Sports Commission (Board Member, 2005-present); Continental Cup Local Organizing Committee (Member, 2005-present)

Council of Smaller Enterprises (COSE) (Leadership Council, 1992-1994;  Entrepreneurship Conference Speaker, 1995; Small Business Development Center Council, 1989-1995; Start-Up Business)

Friends of E Prep (Founding Board Member, 2006-present)

Hawken School (Board of Trustees, 1990-1992; Alumni Board, 1986-1994; President of the Alumni Board, 1990-1992; Alumni Annual Fund Chair, 1992-1996; Development Committee of the Board of Trustees, 1990-1998; Legal Affairs Committee of the Board of Trustees, 1992-1998; Class Parent Council, 2002-2003; Development, 1984-present)

Leadership Cleveland (Member, Class of 2005)

Tufts University (Co-Founder President, Northern Ohio Tufts Alliance, 1996-present; Tufts Alumni Admissions Program)

Case Western Reserve University Weatherhead School of Management (Guest lecturer, "Attracting and Maintaining the Best & Brightest": Human Resource Practices for Entrepreneurial Firms, 2005)

Cleveland Entrepreneurship Preparatory School (Board Member)