Experience
Allegations of Negligence and Breach of Contract Against a Non-Profit
We successfully defended a non-profit entity that served as a source of funding for the renovation of a residence in Cincinnati, Ohio. The homeowners asserted claims against our client and the contractor who worked on the residence under a number of legal theories including negligence, breach of contract, and alleged violation of the Consumer Sales Practices Act. After the homeowners settled with the contractor, the claims against our client went to trial. We obtained a defense verdict from the jury on all but one of the claims. The sole claim in which the jury found in favor of the Plaintiffs resulted in a verdict of only $5,000. We appealed the $5,000 verdict, and the court of appeals reversed that portion of the jury’s verdict (leaving intact the portion of the jury’s verdict that returned a defense verdict in favor of our client). Thus, all claims against our client were dismissed.
Ambulatory surgery center sale to hospital
We represented an ambulatory surgery center in its sale to a hospital.
Asset Purchase
Structured and negotiated employee purchase of the assets of a printing facility from its publicly traded owner.
Asset Purchase
Represented private equity fund in purchase of golf turf equipment distributor.
Asset Purchase
Our firm assisted Procter & Gamble's in-house counsel with the acquisition of the Max Factor brand from Revlon. This transaction increased the client's participation in the beauty and healthcare business in a cost effective fashion.
Asset Purchase
Dinsmore & Shohl represented Procter & Gamble in its purchase of all assets of Giorgio of Beverly Hills.
Asset Purchase
Represented a private equity fund working with management of a loan defaulted business to buy assets in foreclosure and start a new business.
Asset Sale
Represented the seller of a signage manufacturing business to a private equity fund.
Asset Sale
Represented high security printing company and owners in the sale of the business and assets to a private equity fund.
Bankruptcy Preference Claims
Represented Standard Register in six (6) bankruptcy preference claims asserted against Standard Register in 2005 and 2006.
Breach of Contract
We represented a national bank against an allegation of breach of contract. The plaintiff alleged that he had filed multiple loan applications and had not received a loan, allegedly contrary to the bank’s representations. We conducted extensive discovery, and proved that our client had made no commitment to give a loan to the plaintiff, meaning there was no contract to breach. The judge granted summary judgment to our client.
Breach of Contract in a Case Involving Two Recycling Companies
We represented the plaintiff, a recycling and scrap metal company, in a jury trial centered on allegations of breach of contract. Our client collected metal and had entered into a contract to supply that metal to Industrial Services of America, a larger recycling company. The contract also called for Industrial Services of America to refer certain customers to our client, specifically with regard to retail customers for their recycling needs. However, when the scrap metal salvaging market became increasingly profitable, our client saw that customer referrals were no longer coming. We alleged that Industrial Services of America had breached the contract, and in a two-week jury trial, we proved that the defendant had stopped referring clients. We were awarded a $990,000 jury verdict for the client.
Breach of Fiduciary Duties Relating to Large Revocable Trust
We defended a national financial services firm against allegations of breach of fiduciary duty relating to a large revocable trust that became irrevocable at the grantor’s death. Our client served as the corporate trustee for the trust. The co-defendant was an individual co-trustee who had power of attorney for the disabled grantor during her lifetime and was her nephew. The suit was brought by the deceased grantor’s daughter and granddaughter, alleging breach of fiduciary duty relating to the grantor’s disability and competency to make testamentary dispositions – which were in favor of the nephew and other members of his family. We have taken or attended more than 20 depositions, filed motions to disqualify the plaintiff’s experts, and worked with our experts on the grantor’s disability and the fiduciary duties of the corporate co-trustee.
Business Dispute Involving Wrongful Interference With A Contract
In this business dispute, a beverage distributor sued a beverage company for breach of contract and a competing beverage distributor for wrongful interference with the contract. The plaintiff distributor claimed $14 million in damages. We defended the competing beverage distributor that was accused of wrongful interference, and we obtained a complete victory for our client. The Court dismissed the plaintiff’s claims, finding that there was no evidence of wrongdoing by our client.
Certified Territory Dispute (Electric)
We represented a large aluminum smelter before the Public Utilities Commission of Ohio in a territorial dispute with a large, multi-state electric utility and a small electric cooperative, both located in Ohio. Our client had previously been removed from the certified service area of a large, multi-state electric utility and into that of a smaller electric cooperative that would permit the client to purchase its electricity on the open market. When market conditions made the open-market purchase of electricity infeasible, we represented the client in a successful effort – spanning political and union lines – to rejoin the service territory of the large utility. As a result of these efforts, the client was able to resume its operations.
Client Settlements
Led team comprised of client management, co-counsel and staff that designed and managed successful client settlements related to several billion dollar enterprise-threatening litigation, successfully met multiple deadlines imposed by federal and state regulators.
Coal Acquisition
Represented a purchaser in its multimillion-dollar acquisition of one hundred percent of the outstanding stock of a coal producing company. This transaction involved drafting and negotiating significant lease amendments relating to the underlying coal reserves and a complex non-compete agreement with the seller. Representation further involved the restructuring of the target companies’ corporate structure following the closing of the transaction.
Coal Acquisition
Represented a subsidiary of a publically traded British investment company in the $60,000,000 asset acquisition of a coal producing company with U.S. mining operations on coal reserves located in several states. The transaction involved complex financial structuring and the structuring of the British company’s U.S. business operations. Our firm’s experience in mergers and acquisitions and natural resources brought intrinsic knowledge and significant value to both the transaction and the business structure.
Combination
We assisted our client in negotiating, structuring and closing a tax-free combination of two medical practices and affiliated entities.
Commercial Lending
Represented The Christ Hospital in connection with an $80,000,000 secured revolving line of credit. Transaction closed December, 2010.
Commercial Lending
Represented Cincinnati Children's Hospital Medical Center in connection with a $40,000,000 unsecured line of credit. Transaction closed in February, 2011.
Commercial Lending
Represented a Healthcare Manager in connection with a $5,000,000 line of credit from KeyBank.
Commercial Loan
Dinsmore & Shohl represented a national restaurant chain in a $23 million commercial loan refinancing.
Complex Divestiture, Accompanying Purchase and Merger
Laying the Foundation
Every business needs certain tools to compete, from a strong product or service to the ability to effectively market and distribute it to a clear plan for the company’s future. But the basis for each of those steps begins with a solid foundation that establishes the company in the marketplace. Building a corporate structure that is sustainable is imperative for long-term success, and enables a business to evolve in a changing market.
For Tri-Arrows, that blueprint was born out of a complex divestiture and accompanying purchase that ultimately led to their formation. Formerly a subsidiary of BP Company North America, where they were known as ARCO Aluminum, they were purchased by a consortium of five Japanese companies, who had formed a holding company and a subsidiary for purposes of the purchase. The subsidiary then purchased the ARCO stock, and enlisted Dinsmore to guide a merger into the subsidiary company, which was then renamed Tri-Arrows Aluminum. Efficiently managing the multi-layer transaction, our team worked to expedite the process, structuring the merger and managing the flow of documents to complete the transaction.
We also have handled a number of administrative projects for Tri-Arrows since their formation, ensuring that they remain on a sustainable path to long-term success. We assisted the company with changing its fiscal year to better suit their operations and financing schedules. We worked closely with Tri-Arrows to draft new bylaws that allowed for the formation of a steering committee tasked with providing strategic planning and guidance. Comprised of members of the board and management, the committee should enable key management personnel within Tri-Arrows to become more deeply involved in large-scale planning actions of the company.
In furtherance of the merger and the change in fiscal years, we amended the credit agreement of Tri-Arrows and its parent company, including matters related to name changes of Tri-Arrows and its parent company, the issuance of new stock certificates and delivery of new stock powers.
The collaboration between Dinsmore and Tri-Arrows has paved the way for a successful future.
Every business needs certain tools to compete, from a strong product or service to the ability to effectively market and distribute it to a clear plan for the company’s future. But the basis for each of those steps begins with a solid foundation that establishes the company in the marketplace. Building a corporate structure that is sustainable is imperative for long-term success, and enables a business to evolve in a changing market.
For Tri-Arrows, that blueprint was born out of a complex divestiture and accompanying purchase that ultimately led to their formation. Formerly a subsidiary of BP Company North America, where they were known as ARCO Aluminum, they were purchased by a consortium of five Japanese companies, who had formed a holding company and a subsidiary for purposes of the purchase. The subsidiary then purchased the ARCO stock, and enlisted Dinsmore to guide a merger into the subsidiary company, which was then renamed Tri-Arrows Aluminum. Efficiently managing the multi-layer transaction, our team worked to expedite the process, structuring the merger and managing the flow of documents to complete the transaction.
We also have handled a number of administrative projects for Tri-Arrows since their formation, ensuring that they remain on a sustainable path to long-term success. We assisted the company with changing its fiscal year to better suit their operations and financing schedules. We worked closely with Tri-Arrows to draft new bylaws that allowed for the formation of a steering committee tasked with providing strategic planning and guidance. Comprised of members of the board and management, the committee should enable key management personnel within Tri-Arrows to become more deeply involved in large-scale planning actions of the company.
In furtherance of the merger and the change in fiscal years, we amended the credit agreement of Tri-Arrows and its parent company, including matters related to name changes of Tri-Arrows and its parent company, the issuance of new stock certificates and delivery of new stock powers.
The collaboration between Dinsmore and Tri-Arrows has paved the way for a successful future.
Corporate Counsel
General representation of NCJC Housing & Development Foundation in its general corporate, real estate and financing matters.
Corporate Counsel
General representation of Associates Title, Inc. in its general corporate, title insurance and real estate matters.
Corporate Formation; Merger; Issuance and Sale of Preferred Stock in Venture Capital Transaction
This transaction involved the formation of Mersive, a Delaware corporation, and the subsequent merger of Mersive Technologies, LLC, a Kentucky limited liability company, into Mersive. Following the merger, Adena, Bluegrass Angels, Jones and KSTC invested $1,500,000.00 in Mersive in exchange for its Series A preferred stock. Our firm’s experience in the field of mergers and acquisitions, venture capital transactions and our knowledge of Mersive’s business enabled the client to complete this transaction in an efficient and timely manner.
Counsel on Multi-year Financing Plan
Guided Fortune 100 client through a multi-year financing plan to facilitate acquisitions, dispositions, joint ventures, the offer and sale of debt and equity securities and the restructuring of its balance sheet resulting in transforming the client from a $2 billion local gas distribution company to $7 billion interstate pipeline company over a period of seven years.
Counsel to Various Franchisors and Franchisees
Counsel to franchisors and franchisees in regard to documentation, compliance and enforcement. Representative clients as franchisors include Roto Rooter, Inc., and Graeter's Manufacturing Co. Representative clients as franchisees includes: Uno's Chicago Grille and Pizzeria; Edwardo's Pizza; Pizza Hut; LaRosa's Pizza; Scrambler Marie's; Rita's Water Ice; Skyline Chili; Long John Silver's; Jerry's Restaurants; Little Gym; Cornwell Tool Products; HomeVestors; Burger King; Perkins Restaurants, Drive 1; Computer Renaissance; Servpro; Po Folks; and others.
Counseling Castellini Group of Companies as They've Grown
A Clear Vision of Tomorrow
Dinsmore counsels Castellini through growth
Growth is often a double-edged sword for businesses. New markets and expanded capabilities often bring new personnel, ideas and approaches that impact everything from operations and service to culture. Remaining true to the original vision and goals amidst change is challenging. The ability to focus on company pillars can be a significant determining factor in the long-term health of any business.
Founded more than 115 years ago, Castellini has found a way to maintain a family atmosphere, even as they’ve transformed from a small fruit and vegetable supplier on the banks of the Ohio River to one of the country’s leading fresh produce suppliers. Through Castellini’s growth, which has included the addition of several smaller and related companies, Dinsmore has been at their side, counseling them through everything from their corporate structure to facility relocations and strategic acquisitions.
When Castellini’s headquarters on the riverfront was displaced, our team helped with the relocation effort, meeting with city and county officials on both sides of the river before securing their current site in Northern Kentucky. We’ve also assisted with a variety of real estate acquisitions and dispositions, handling everything from contract negotiations to executing the transactions, even settling an important eminent domain matter with Hamilton County.
As Castellini has grown through acquisition, we’ve been there to help integrate new entities into a corporate structure designed to help the company remain competitive while also protecting their interests. By providing a big-picture perspective, our attorneys have been able to advise Castellini about the short and long-term impacts of each acquisition, drawing upon our knowledge of their operations to fully analyze the risk and reward each opportunity posed.
Generations of Dinsmore attorneys have worked alongside Castellini’s leaders. By immersing ourselves in their culture, studying their operations, and more importantly, learning their challenges, we’re able to help Castellini maintain their vision and their place as one of the leaders in the produce industry.
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