UB WILL – Women in Law and Leadership

Ulmer & Berne created UB WILL to promote the achievements of women in law.

Our female attorneys bring a broad range of experience, talent and skill to our firm and to our clients’ businesses. We strongly believe in furthering their advancement to assist in our clients’ success.

The mission of UB WILL is to attract, retain, and advance female lawyers, as well as, promote the successes and achievements of both our female attorneys and clients.

Chaired by partner Jennifer Lawry Adams, we are proud of UB WILL and the dedication of our attorneys to support the critical goals of advancement.

Jennifer Lawry Adams

Ulmer & Berne partner Patricia A. Shlonsky, Chair of the firm’s Employee Benefits Practice and Tax Practice Group, was featured in Law360’s Female Powerbrokers Q&A published on January 2, 2014.

Q: How did you break into what many consider to be an old boys’ network?
A: I have never really considered breaking into the old boys’ network as part of my career trajectory. At the start of my career I decided to do everything I needed to do to become an expert in my area of practice (Employee Retirement Income Security Act). I learned early on that I could cross boundaries if I was knowledgeable and able to communicate my knowledge and opinions in a coherent and low-key style. I have mostly male mentors at work and female mentors and role models outside of work, and that combination has worked well for me. Although I do not view those boundaries as exclusively gender-based, I have always been aware that women must do it all smarter, better and faster to end up in the same place as their male counterparts.

Q: What are the challenges of being a woman at a senior level within a law firm?
A: There are two major challenges. The first is to teach my male counterparts to respect and consider a differing perspective and communication style. Men tend to speak loudly and often; me, not so much. I was taught and live the adage of “don’t speak unless you have something to say,” and sometimes it is hard to be heard. The second challenge is convincing men — particularly men who are older than you — that you have the ability and right to lead, and to take you seriously. Time and consistency seem to get that point across.

Q: Describe a time you encountered sexism in your career and tell us how you handled it.
A: There have been many examples, most of which are external, and I admit that with the benefit of hindsight, I have not always handled them as well as I might have. Women are at a disadvantage when it comes to networking with men, and business development. I learned this early on when I was working with an insurance agent and asked him out to lunch. In response he asked me whether I was married and when I said I was he asked me why he would want to have lunch with me. I withdrew the invitation and hung up. I learned from this that it is a little more difficult for women to develop external relationships with male referral sources, and that it takes a little longer to develop those relationships. I also learned that patience and chemistry are rewarded in the long run.

Q: What advice would you give to an aspiring female attorney?
A: Be yourself, work hard, become an expert in your field, network and enjoy yourself. Take responsibility for yourself and do not allow your future to be dependent on someone else. Get involved in your community — in causes you feel passionate about — and you will be rewarded personally and professionally.

Q: What advice would you give to a law firm looking to increase the number of women in its partner ranks?
A: I believe that firms need to proactively commit to increasing the number of women partners. This includes ensuring that younger women have direct access to client contact, are included in marketing activities, and are given good substantive client work that will enable them to become experts. I also think that firms need to involve women in administrative activities that put them in front of the partnership on issues that are of importance to partners. Finally, I think that firms should provide the same networking opportunities to women that are provided to men. In order for any of these ideas to work, the firm has to have procedures in place to monitor and enforce the commitment.

Q: Outside your firm, name an attorney you admire and tell us why.
A: I admire Judge Janet R. Burnside, who is a judge in the Cuyahoga County (Ohio) Court of Common Pleas. Judge Burnside commands the respect of a wide variety of attorneys and nonattorneys in the community through her warmth, strength and clear communication style. She is an effective and decisive judge, treats people fairly and always has time to provide thoughtful and effective guidance.

Ulmer & Berne partner Mary Forbes Lovett, was featured in Law360’s Dealmakers Q&A published on September 12, 2014.

Q: What’s the most challenging deal you’ve worked on, and why?
A:  Phase III of the Saint Luke’s Hospital building was a challenging but extremely rewarding project. With 65,000 square feet of leasable, transit-oriented commercial space, financing included federal and state historic tax credits (HTCs), federal and state new markets tax credits (NMTCs) utilizing the leveraged model with two NMTC/ CDE allocations and substantial capital fund raising. The project required sifting through many layers of financing (fundraising, nonprofit/public sources of funding). Due to the anchor tenant, a charter school, needing to take possession of the space for the 2013-2014 school year, the closing had a hard date and the construction had to commence prior to all the financing being in place.  Closing on financing for the project occurred after the Historic Boardwalk Hall case in which the IRS successfully challenged the treatment of a tax credit investor as a true partner and prior to the issuance of the IRS Revenue Procedure 2014-12 which provided a safe harbor for structuring historic tax credit transaction. As a result, the challenge of “twinned deals” (combining NMTC and HTC) made structuring the transaction difficult as the funds were being leveraged through the NMTC model – necessitating constant revisions to insure IRS compliance.   Furthermore, because both the developer and the end-users were nonprofits, the Internal Revenue Code’s complicated rules (in place when a nonprofit is involved as either an owner or an end-user) added another layer of complexity.    The result of this project was the award-winning and nationally-recognized Breakthrough Schools’ Intergenerational School and other community-oriented nonprofit tenants moving in on schedule.  According to nonprofit developer Neighborhood Progress Inc., “The combination of these commercial tenants is a mission-perfect alignment of organizations providing much needed and demanded services.”

Q: What aspects of regulation affecting your practice are in need of reform, and why?
A: When the IRS issued Revenue Procedure 2014-12, setting forth a safe harbor for federal historic rehabilitation tax credit (HTC) transactions on December 30, 2013, the intent was to provide increased predictability surrounding HTC transactions. Because investors are allocated HTCs through an ownership interest in either (i) a “developer partnership” which owns and develops a historic building, or (ii) a “master tenant partnership” which leases a historic building and receives a pass-through of the lessor’s HTCs, compounded with the 2012 federal appellate court decision in the Historic Boardwalk Hall case, (which disallowed the allocation of HTCs to an investor), investors have been skittish about HTC deals.   The IRS will not challenge allocations of HTCs if the provisions of the safe harbor are satisfied. The safe harbor is generally effective for allocations of HTCs made on or after December 30, 2013. It is expected that HTC deals will now be structured to satisfy the provisions of the safe harbor.   However some of the provisions of the Revenue Procedure have created issues when the HTCs are twinned with NMTCs. It has raised a question as to whether HTC bridge loans and developer equity can be sources for a NMTC leverage loan.   Another factor is that the NMTC program is not a permanent part of the Internal Revenue Code.  As such, the program is subject to annual legislative approval. It is also extremely oversubscribed which makes access to a NMTC allocation very competitive.  Because of these uncertainties, the use of NMTC as a tool for economic development is less than desirable. However, there is movement afoot to not only make the NMTC program permanent, but to increase substantially the amount of annual allocation.

Q: What upcoming trends or under-the-radar areas of deal activity do you anticipate, and why?
A: NMTC leveraged transactions require flexible debt for the leverage loan while HTC transactions require bridge lenders to bridge the financing until the capital contributions (associated with the credits) are made at the end of construction.  Traditional lenders struggle with this type of debt which forces projects to look for flexible financing. One source that is starting to gain popularity with such transactions is the use of EB-5 loans.   In exchange for a green card, the EB-5 program is an initiative for foreign nationals who invest $500,000 in a new commercial enterprise that benefits the U.S. economy and creates at least 10 full-time jobs. Additionally, the state is increasing its investment in granting loans for projects that create jobs. To further the investment in strengthening the economy / job creation, these lenders are more flexible in the collateral they require, loan to value, interest rate, and terms of repayment.

Q: What advice would you give an aspiring dealmaker?
A: Have patience! Alternative financing deals can be very complicated and will almost always be time-consuming and slow to evolve. There are no “cookie-cutter” deals in this business and sorting through the intricacies of tax credit financing can have a ripple effect throughout the project and its structure.   Developers need to be sensitive to these realities and have patience in these projects as well.   It is also critical to have a designated “quarterback” on a project. Assigning a leader that is knowledgeable, organized, and most importantly, an excellent communicator, is extremely important. Oftentimes that quarterback must also educate other project participants so they understand their role the deal.  With multiple parties in any one deal, information sharing and consistent contact are imperative to the success of a project. The time invested in keeping everyone informed builds trust and will pay off in the end.

Q: Outside your firm, name a dealmaker who has impressed you, and tell us why.
A: There are several impressive dealmakers in this area. One that stands out is Annette Stevenson. Annette is a partner in the Cleveland, Ohio office of Novogradac & Company LLP. With more than 20 years of experience with complex financing for community development real estate projects, Annette’s understanding of NMTCs, historic and rehabilitation tax credits, public/private partnerships, and other federal, state and local tax credits and incentives is superb. Active since the inception of NMTC, she has a command of the transaction structuring, financial modeling, compliance and reporting, and navigation around accounting and tax issues. From a senior expert to a client with no prior knowledge, Annette has the ability to communicate at all levels in sharing her widespread knowledge and expertise.   A respected advisor, she is also admired for her creative problem-solving skills – taking time to listen and sort through issues and draw from her extensive experience in finding a workable solution. Annette is a true asset to the Cleveland market.

Inajo Davis Chappell may not be alone in her passion for volunteerism and community service. She stands well apart, however, in the degree to which she has been able to weave that passion into a sophisticated legal practice at a leading private firm. At Ulmer & Berne, one of Cleveland’s largest law firms, she has fashioned a career in which her altruism, leadership, and legal experience work hand-in-hand. Given the talents that Inajo brings to her work, that career is having a transformative impact on the Cleveland community, her law firm, and the people in them.

Leadership and innovation
Few major law firms have a practice group dedicated to serving nonprofit institutions, and Ulmer & Berne might not have one either, were it not for Inajo. She was critical to the formation of the group in the early 2000s, and has served as its chair since its inception.

The success of Ulmer & Berne’s nonprofit practice group, which has grown consistently under her stewardship, and has represented nearly 250 tax-exempt organizations since its formation, is a testament to Inajo’s leadership as well as her strategic approach to supporting nonprofits. Inajo, who has represented clients such as Recovery Resources, Education Alternatives, Karamu House, and Cleveland Metropolitan School District, knew she was not alone at Ulmer & Berne in serving the legal needs of nonprofits. To enhance the firm’s support for them, she played a lead role in organizing lawyers in disciplines of value to nonprofits—including tax, corporate governance, real estate, employment, litigation and other areas—to establish a nonprofit practice group that could provide more comprehensive service to its clients.

Today, the highly successful group includes 25 attorneys from across the firm’s four offices, advising clients ranging from social service agencies to philanthropic foundations to governmental entities. In her substantial work in the area, Inajo helps her clients navigate business issues such as those surrounding expansion, consolidation, and strategic affiliation. Among other prominent engagements, she has advised on tax-exempt bond financings to support the acquisition and development of Cuyahoga County Services Centers in the Fairfax and Mt. Pleasant neighborhoods, and provided legal counsel to Fairfax Renaissance Community Development Corporation which, in partnership with the Cleveland Clinic, developed and constructed the Cleveland Clinic’s Global Center for Cardiovascular Research. She also, either directly or through the work of the firm’s nonprofit group, has assisted other nonprofit clients in expanding their facilities and delivering mission-based programming and services in the community.

Within Ulmer & Berne, Inajo has taken on additional leadership roles beyond her work with the nonprofit group. She is a member of the firm’s finance committee, and in another example of turning a passion into a legal practice—in this case her support of schools and youth development organizations such as the Boys & Girls Club of Cleveland, where she is a Board Member Emeritus—she chairs the firm’s school law group. Inajo has also developed a specialty practice advising school districts on compliance with the Individuals with Disabilities in Education Improvement Act and representing them in connection with placement, programming and services decisions.

Her skilled lawyering and commitment to causes important to her have made her a leader not just at Ulmer & Berne, but throughout the bar, as indicated by her past appointments to the Board of Directors and Executive Committee of the Cleveland Bar Association, and by an early role as co-chair of the Minority Clerkship Program – a pipeline program that provides experiential summer employment opportunities for first year law students. In that role, Inajo co-led an effort to revamp and strengthen the program.

Inajo’s tireless efforts in promoting diversity and inclusion in the workplace and community have been widely recognized, and resulted in the CMBA honoring her with the Diversity & Inclusion Innovation Award. The Innovation Award, in part, recognized her early work for the CMBA as co-chair of an initiative to improve its minority clerkship program. The CMBA Minority Clerkship Program was designed to give first-year minority law students clerkship experiences with legal employers, and Inajo was instrumental in reconfiguring the program to enhance applicant vetting, give employers a larger voice in the program, and achieve other improvements that have made it a renewed success.

Involvement in mentoring or diversity initiatives
Inajo also co-chairs the Diversity & Inclusion Committee at Ulmer & Berne, an appointment through which she has effected meaningful change. At the recommendation of her committee, the firm instituted a formal mentoring program to ensure that all associates had an assigned advocate within the firm. Inajo made this recommendation based on her view that a structured program would ensure inclusiveness and complement the valuable informal mentoring relationships, including many that she maintains as a mentor to young lawyers inside and outside Ulmer & Berne.

Outside the firm, she was appointed to serve as one of the co-chairs of the Cuyahoga County Economic Inclusion Task Force, along with four other business, religious, and governmental leaders. The task force, which has now concluded its work with a series of recommendations to the county, examined the county’s employment and contracting practices to determine how it could better include minority workers, vendors, and businesses in the commercial life of the county.

Involvement in non-profit, civic, volunteer, or pro bono activities
As noted, Inajo does not support nonprofits as a sideline activity; instead, she has made a career of it, a fact that was recently recognized by Best Lawyers in America®, which honored her with the 2015 “Lawyer of the Year” award in the Non-Profit/Charities Law category. In addition to her work as an Ulmer & Berne partner—and because of the skill and energy she brings to that work—she is frequently asked to play a substantial role in the community outside of her capacity as a lawyer.

Inajo has served on the boards of directors of a long list of organizations including the American Red Cross Cleveland Chapter, Center for Community Solutions, Cleveland Leadership Center, Hathaway Brown School, and the Barbara Byrd-Bennett Foundation for Cleveland’s Children. Today, she serves on the boards of three organizations of particular importance to her:  the Medical Mutual of Ohio Charitable Foundation; the Cleveland Foundation, where she chairs the governance committee; and the Cuyahoga County Board of Elections, which she chairs.

Inajo, who has long been concerned with election and ballot access issues, credits her relationship with the late Stephanie Tubbs Jones, the first African American woman elected to Congress from Ohio, as instrumental to her civic and community involvement. Inajo is among a group of 22 who have been asked to give their reflections on Congresswoman Jones in connection with the dedication of a permanent art exhibit in her name at Cleveland Hopkins International Airport. For Inajo, this is a profoundly meaningful honor. To those who know her, it is another reflection of her ability to forge deep connections in a life and career dedicated to improving public life in Cleveland.