Corporate and Business

The attorneys in our Corporate and Business group practice in a variety of disciplines. We draw upon our full-service capability by utilizing attorneys from our firm's tax, labor, communications, environmental, employee benefits, real property, health care, and regulatory practices when those disciplines are relevant to a particular transaction.

Our clients range from public companies and nationally known financial institutions to closely held businesses, entrepreneurial ventures, and local and national nonprofit corporations. Our attorneys have represented clients in virtually every major type of corporate and finance transaction. These include public and private securities offerings, corporate finance transactions, public and private mergers, acquisitions and dispositions, spin-offs, emerging company issues, technology transfers and licenses, communications matters, commercial lending, franchise matters and international matters.

Our attorneys are experienced in the multitude of areas affecting business and industry on a daily basis including a general corporate practice involving entity formation and business and commercial contracts including noncompetition, confidentiality, trade secrets and independent contractor agreements, and purchase orders and terms and conditions for the sale of goods or services.

Bailey Cavalieri's Corporate and Business practice includes:

Mergers and Acquisitions | Emerging Businesses |
Technology, Internet and E-Commerce | Intellectual Property |
Securities and Corporate Finance | Franchising |
Commercial Finance | Retail Merchants

Mergers and Acquisitions | Our mergers and acquisitions practice involves the negotiation, documentation, and closing of a number of mergers, acquisitions, and divestitures each year involving public and private companies. These clients are active in banking, communications, manufacturing, distribution, health care, technology, software and computer fields, and in a wide variety of service industries. We have used ESOPs to facilitate acquisitions and sales of closely held businesses. Also, our mergers and acquisitions attorneys regularly coordinate with our colleagues with bankruptcy and workout experience in assisting clients in the acquisition, divestiture, and financing of financially troubled companies.

Emerging Businesses | Our group has substantial depth and experience representing emerging growth companies, entrepreneurs, and their investors. A number of members of the group have formed, planned, and nurtured the development of new and expanding ventures in technology, communications, and other fields of commercial endeavor. The group regularly provides counseling to both business ventures and their investors in such matters as raising capital, the issuance of debt and/or equity securities, structuring to properly qualify for exemptions from registration requirements imposed by Federal and state securities laws and the negotiation of investor agreements and stock agreements with employees and independent contractors. We have extensive experience representing majority and minority shareholders in squeeze outs and other minority shareholder disputes.

Technology, Internet and E-Commerce | Our group regularly advises businesses on a broad range of technology, Internet, and electronic commerce matters. Members of the group have represented companies in the negotiating and drafting of computer equipment and software procurements, outsourcing and facility management arrangements, network expansion, electronic commerce, strategic partnering and joint venture relationships, the development, licensing, transfer and protection of intellectual property, software, technology and proprietary rights, Web site creation, design, development and hosting, terms and conditions, and policies regarding privacy, spamming and data protection, and advertising, co-branding, marketing and linking agreements.

Intellectual Property | We regularly assist clients in various industries protect and manage intellectual property assets including trademark and copyright protection. We assist clients in the commercialization and exploitation of their technology and intellectual property assets. Our work in this area includes negotiating a wide variety of technology development, licensing and global distribution contracts, strategic partnering and corporate partnering arrangements, and joint marketing and sales pacts.

Securities and Corporate Finance | Through our securities and corporate finance practice, we handle securities and financing matters, including the representation of issuers of equity, debt and hybrid securities in private placements and public offerings. Our attorneys are experienced in business restructurings, mergers, acquisitions and dispositions, venture capital financings, capital transactions, securitization of assets, and in virtually all areas of general corporate law. We also provide assistance in evaluating and developing strategies for transactions and in structuring and drafting proposals and letters of intent.

Franchising | We represent franchisors and franchisees regarding matters of entity formation, structure and financing, acquisitions, sales, reorganizations, franchise registrations and compliance, franchise agreements and offering circulars, franchising relations and disputes, purchase and sale of franchises and dealerships, advertising and co-branding programs and franchise protection systems.

Commercial Finance | We provide a comprehensive range of experience in commercial finance, representing many major lenders in Ohio, serving as special counsel for many other national financial institutions, and representing commercial borrowers. We have experience with transactions ranging from acquisition, real estate, and asset based financing to securitizations and debt issuances. Our commercial finance attorneys regularly structure, negotiate, and close commercial loan transactions, with values ranging from $100,000 to $500,000,000. We also have significant experience in workout and bankruptcy-related matters working on behalf of lenders, debtors-in-possession, and creditors on matters such as structuring intercreditor relationships and negotiating loan workouts.

Retail Merchants | We advise national and regional retailers on matters that involve consumer protection laws, including advertising, consumer finance, point-of-sale practices, special industry regulations, privacy, unclaimed property, and liquor and food issues.

Advertising | We regularly assist clients with matters relating to print, broadcast, and electronic advertising, including comparison advertising, discount and closeout advertising, and advertising for specially regulated products, such as catalog offerings, warrantied products, consumer loans and leases, realty services, mortgages, liquor and adult-oriented material. We also regularly advise clients on promotional matters, including sweepstakes and contests, and promotional gift cards.

Consumer Finance | We advise clients regarding consumer finance matters, including compliance issues associated with credit card, debit card, gift card and stored value card issuance and acceptance. Our consumer finance attorneys have assisted numerous retailers and financial institutions with programs and products involving consumer payment and financing plans, online electronic funds transfer matters, stored value card issuance, and the development of in-store and online electronic payment systems and recurring payment plans. Additionally, our consumer finance attorneys have significant experience in product and service program development involving debt collection and credit reporting matters.

Point of Sale Practices and Special Industry Regulation | We advise retail clients with developing policies and procedures that comply with applicable consumer protection laws. We regularly work with clients to develop and operate with gift certificate and gift card programs, customer identification, check acceptance policies and other payment programs, along with compliance with item-price requirements and point-of-sale machine matters. We also regularly advise clients who are engaged in the delivery or offering of (1) regulated services, including relocation services, health club services, real estate brokerage services, insurance agent and mortgage broker services, and (2) regulated products, such as product origin disclosures, clothing, used bedding, food products and liquor.

Unclaimed Property Compliance | We incorporate our substantial experience with unclaimed property law into our advice for our retail clients. We assist clients with planning for unclaimed property compliance and reporting requirements. We have assisted clients with developing and implementing strategies such as the formation of gift certificate subsidiaries to lessen their unclaimed funds reporting and payment burdens. As an additional service to our clients and friends, we also publish an annual Gift Card Treatise that summarizes state unclaimed property laws applicable to gift cards, gift certificates, and merchandise credits. Further, we have represented holders in state compliance audits and negotiations with state regulators in compliance matters.

Privacy | Privacy regarding consumer information has become part of every corporate culture in most service-based industries. Bailey Cavalieri attorneys assist clients with compliance matters involving consumer finance, retail point of sale, and health-related products and services.

Liquor Law | We advise and service clients with Ohio liquor permit matters, including multi-location acquisitions and dispositions, advertising, permit transfers and applications, transfer objections, and tax related matters.

Insurance and Managed Care | We represent insurers and managed care companies with corporate and regulatory compliance matters. We have experience with organization, admissions, capitalization, licensing, and compliance matters for Ohio managed health care, managed behavioral healthcare, as well as multi-line insurance companies. We have assisted clients with compliance matters related to insurance agent licensure, claims processing licensure and practice, health insuring corporation formation, and Form A representation. Additionally, our attorneys have extensive experience representing claimants and companies subject to proceedings related to rehabilitation and liquidation proceedings.

Nonprofit Organizations | We regularly assist religious, charitable, scientific, and other nonprofit organizations on formation issues, state and federal tax exemption matters, and ongoing corporate, governance, and tax matters. Our nonprofit clients include, among others, churches, cemeteries, educational institutions, hospital and health care organizations, trade associations, major league sport foundations, and international non-governmental organizations.