Corporate/Business Law Group
Frantz Ward’s Business/Corporate Law Practice Group offers comprehensive counsel on corporate formation, operation, and governance, and business strategies and development. Acting as “outside general counsel” to our clients, we provide day-to-day support on a wide variety of business matters, including:
- New business formation/incorporation
- Mergers and acquisitions
- Federal and state tax compliance and dispute representation
- Corporate governance, succession planning, and business continuity, including drafting by-laws and shareholder, close corporation, operating, buy-sell, and stock restriction agreements
- Capitalization and financing matters, including stock and equity issuances, acquisition financing, debt placement, and the issuance of securities and bonds
- Counseling boards of directors on a variety of management issues, including fiduciary duties of care and loyalty, business judgment rules, and indemnification matters
- Executive, officer, and employee compensation and benefits requirements, such as the issuance and grant of profits interests and stock options
- Federal and state regulatory compliance
- Offering and financial disclosure documents
- Codes of ethics and conduct and internal compliance policies and procedures
- Anti-corruption policy and compliance training development to reflect the Foreign Corrupt Practices Act and related legislation and enforcement trends
With a proactive, multi-disciplinary approach, our team focuses on ensuring efficient corporate operations, preventing disputes, and minimizing legal risks. Our goal is to maximize compliance, avoid deadlocks, and support continuous business success.
Representative Matters
- Represented a publicly held transportation company in a $150 million private placement of preferred stock and warrants to a private equity fund in a change of control transaction.
- Successfully closed $86 million hospital facilities revenue refunding and improvement notes on behalf of a hospital client.
- Represented the special committee of the board of directors of a publicly held transportation company in a $56 million going private merger with a private equity fund.
- Successfully closed $52 million in higher education revenue bonds on behalf of a higher education client.
- Represented a national ferrous and non-ferrous metal products manufacturing, processing, and distributing company in the $21 million leveraged buyout of a competitive manufacturing company.
- Represented a multinational logistics company in a $20 million divestiture of an affiliated Canadian bottling company.
- Successfully represented electronics manufacturer and fabricator in the sale of all assets of multi-facility operation.
- Represented a multinational logistics company in the assessment, evaluation, and implementation of corporate compliance policies applicable to its diverse business operations throughout North and South America.
- Performed a 50-state legal analysis of warranty disclaimers and limitation of liability provisions in assisting a major U.S. manufacturer of refractory metal products and specialty fabricated products in the overhaul of its standard terms and conditions of sale.
- Represented a manufacturer in defense of a multimillion-dollar successor liability lawsuit in Federal District Court and successfully obtained summary judgment and a decision from the U.S. Court of Appeals, Sixth Circuit affirming the decision.
- Successfully represented taxpayers in numerous tax disputes against Internal Revenue Services and state agencies.
- Represented seller of portfolio of numerous industrial properties for value of a few hundred million dollars.
- Counsel for Northeastern Ohio apartment property owner as they grew portfolio from 250 to 12,000 apartments over 2011 to 2024.
- Represented numerous property owners in structuring Section 1031 exchanges as construction exchanges, reverse exchanges and “drop and swap” exchanges in the aggregate of a few hundred million dollars.
- Quarterback “bet the company” litigation for existing clients or on specific referrals from accountants or attorneys.
- Representation of numerous family businesses through familial difficulties to resolutions that preserved family harmony and continued success of the business.
- Representation of acquisitions and sales of closely held businesses in the aggregate of excess of $250 million.
