Stephen G. Nesbitt


Steve’s corporate practice consists of counseling entrepreneurs, founders, investors, shareholders and financiers on various issues such as: the formation, entity selection, capitalization, capital structure and financing of new and existing businesses; mergers, acquisitions and divestitures, creating and implementing asset protection plans and risk management solutions; business succession planning; buy-sell agreements; shareholder agreements; contractual review and negotiations; licensing agreements; trademark registrations, and general counseling on corporate governance, employment matters and compliance with legal and regulatory changes affecting clients’ businesses.

Steve’s commercial and real estate finance practice consists of representing major financial institutions, community banks, investment funds as well as borrowers in the structuring and documenting of loans for asset-based and cash flow facilities. He has handled a wide variety of financing transactions, including participations, syndications, capital and real estate acquisitions, working capital, lines of credit and real estate construction loans.

Education & Admissions


  • Miami University

    (B.S., 2001)

  • Salmon P. Chase College of Law, Northern Kentucky University

    (J.D., 2004)
    Order of the Curia, Executive Editor, Northern Kentucky Law Review


  • State of Ohio
  • Commonwealth of Kentucky


  • Represents an integrated developer with leasing for its large scale mixed use retail and lifestyle centers, including some of the most famous retailers in the world.
  • Counsel to national bank in connection with structuring, negotiation and documentation of construction financing and real estate based loans involving retail, hospitality, office, industrial and residential projects across the U.S.
  • Counsel to several community and regional-based banks in connection with structuring, negotiation and documentation of asset based and cash flow facilities for manufacturers, distributors, wholesalers and professional practice groups located in the Ohio and Kentucky markets.
  • Drafts and negotiates purchase and sale agreements, declarations of covenants, conditions, restrictions and easements, licenses, and retail, office, warehouse, industrial and build to suit leases and ground leases.
  • Advises clients in the structure of complex 1031 exchange transactions, tenant-in-common transactions, conduit loans, tax credit syndications, tax increment financing and municipal bond financing.
  • Counsels and represents clients in a wide variety of real estate related disputes, including landlord and tenant disputes, mechanic’s lien claims and construction disputes, foreclosure, receivership and bankruptcy matters, and partition actions.
  • Counsel for developer on a $200 million, 75 acre, mixed-use, brownfield redevelopment commercial project located in Cincinnati, Ohio, including negotiations for purchase and sale agreements on the acquisition of the site and disposition of lots to anchor tenants, site development agreements, master declarations, sub-declarations and all public and private financing, including traditional secured debt, TIF financing for infrastructure improvements and private capital financing for development and construction costs.
  • Represented national real estate developer in connection with a $70 million infill redevelopment in Denver, Colorado involving an office complex and hotel properties, including sale of parcels to end users, ground leasing, financing, parking garage development, quasi-public infrastructure, and tax increment financing for public right of ways servicing the development.

Publications & Presentations


  • “Top 10 Commercial Lease Provisions,” NBI Seminar (April 2012)
  • “Drafting Commercial Loan Documents,” Cincinnati Bar Association (August 2011)



  • Cincinnati Bar Association
  • Northern Kentucky Bar Association
  • American Bar Association
  • Urban Land Institute
  • Cincinnati USA Regional Chamber
  • Northern Kentucky Chamber of Commerce


  • FineArts Fund (Fundraising Committee)
  • United Way