Overview

Todd’s practice focuses on corporate and business law. He has significant transactional experience in complex business mergers, acquisitions and divestitures representing buyers, sellers, and investors in transactions involving both privately and publicly held companies. In addition to his merger and acquisition practice, Todd represents companies and provides day-to-day counseling on a variety of general corporate matters, including capital formation, corporate organization and structure, corporate governance and compliance, general contract review, drafting and negotiation, commercial transactions, joint ventures and strategic alliances. Prior to focusing his practice on corporate law and transactional matters, Todd gained significant experience in business litigation matters and represented companies, securities broker-dealers, banks and financial institutions in complex business disputes.

Practices

    • 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.
    • 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.
    • Represented an institutional pharmacy in a $22 million divestiture of substantially all of its assets.
    • 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, including the negotiation and documentation of the asset purchase and senior financing.
    • Represented a multi-national logistics company in a $20 million divestiture of an affiliated Canadian bottling company.
    • Drafted and negotiated terms of equipment purchase and sale agreements for a global leader in the manufacture of underground excavation equipment.
    • Drafted and negotiated terms of national and international sales representative agreements for a global manufacturer/seller of laser cutting equipment and machinery.
    • 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 multi-national logistics company in the assessment, evaluation and implementation of corporate compliance policies applicable to its diverse business operations throughout North and South America.
    • Represented a real estate developer in site selection, acquisition, land use approval process and development in connection with multiple hotel projects.
    • Represented an apartment building owner in multiple apartment acquisitions, traditional financings and securitized refinancings.
    • Represented numerous privately-held companies in structuring and consummating venture capital transactions and securities offerings.
    • 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.
    • Represented a federal savings bank in the favorable resolution of a complex business dispute involving the financing of a multi-million dollar downtown Cleveland, Ohio office building and hotel project.
  • Education

    • Cleveland-Marshall College of Law, J.D., magna cum laude, 2000
    • Miami University, B.A., 1997

    Admissions

    • State of Ohio
    • State of Florida
    • U.S. Court of Appeals, Sixth Circuit
    • U.S. District Court, Northern District of Ohio
  • Professional Affiliations

    • Cleveland Metropolitan Bar Association—Member
    • Ohio State Bar Association—Member
    • Florida Bar Association—Member
    • Named to the Ohio Super Lawyers Rising Stars list (2010)
    • “Role of Intellectual Property in Business Acquisitions,” Panelist, Renner Otto IP and Business Seminar (November 2017)
    • “Business Succession and Exit Planning,” Construction Employers Association Frantz Ward Legal Series, Cleveland, OH (October 2016)