• Industry experience: Industrial and infrastructure products, manufacturing, chemicals, advanced materials, mining, heavy equipment, waste disposal, insurance, technology, automotive, motorsports and leading consumer brands.

• Supply chain and commercial experience: Manufacturing/Supply Agreements, Product Sales Agreements, Master/Framework Agreements, Vendor Agreements, Inventory Management Agreements, Transportation/Logistics Agreements, Distributor/Sales Agent Agreements, Intellectual Property Licensing Agreements and standardized legal terms and conditions and contract templates.

• International experience: Transactions in more than 35 countries.

• Distribution experience: Assisted both US and non-US companies in establishing or revamping distribution networks in the US or internationally; also a frequent speaker on international distribution and authored the International Distribution Contracts chapter for the Understanding International Commercial Contracts edition of the Inside the Minds book series (Aspatore 2015).

• Chair of Ohio State Bar Association Corporation Law Committee (primary drafting committee for all state bar association-sponsored legislation in Ohio concerning corporations, limited liability companies and other business entities) (2015-2018 and 2021-2022).

• Selected each year from 2009-2016 for inclusion in Ohio Super Lawyers – Rising Stars, a listing of the top up-and-coming lawyers in the state.

• Representing a Midwestern heavy equipment dealer with a 7-state territory in its sale to a publicly traded European sales and service company.

• Representing an Ohio warehousing, transloading, transportation and logistics business and campus in its sale to one of the largest transportation service companies in North America.

• Representing a Fortune 100 mutual insurance company in its merger with an affiliated mutual insurance company.

• Representing a super-regional Ohio-based mutual insurance company with annual premium of US$2.3 billion in its sale to a national brand mutual holding company.

• Representing US-based private equity portfolio company and its sellers in US$600 million sale to premier infrastructure investment and asset management fund.

• Serving as co-counsel and counsel to the founder of a high-growth startup on a Series A minority investment and secondary offering.

• Representing a motorsports race team in a major affiliation transaction with a legendary F1 race team and related driver and sponsor agreements.

• Representing a US-based custom apparel and fulfillment company in its sale to a private equity firm and in the company’s subsequent joint venture transaction with a web marketing company and social media influencer.

• Representing a US-based logistics/transloading company in its acquisition of a rail car service company.

• Representing a US-based company in acquisitions of multiple waste collection fleets, routes and operations.

• Representing the US subsidiary of a publicly traded Swiss company in its acquisition of a US engineering services and technology manufacturing company.

• Representing a US-based manufacturer in acquiring a competitor with 14 manufacturing facilities across 12 states.

• Representing a US-based manufacturer in the formation of an international manufacturing joint venture in Argentina, Brazil, Chile and Colombia.

• Representing a US-based manufacturer in acquiring multiple specialty tool and die manufacturing facilities for vertical integration with existing operations.

• Representing an aerospace research and development company in its sale to a publicly traded company.

• Representing a strategic buyer in acquiring a student loan servicing company.

• Representing a Europe-based manufacturer in establishing its US distribution/dealer network.

• Representing a strategic buyer in multiple acquisitions of waste disposal assets and transfer station/recycling facilities.

• Representing a coal mining company in multiple coal reserve acquisitions.

• Representing a US-based manufacturer in implementing its US$1 billion recapitalization plan.

• Representing an international government consulting firm in an IPO.

• Providing ongoing counsel to a US-based manufacturer with respect to domestic operations and joint ventures, distribution relationships and operations in Mexico, Central America, Argentina, Brazil, Chile and Colombia.

• Representing a publicly traded home developer in a going-private transaction.

• Representing a manufacturer in multiple divestiture transactions involving several different product lines.

• Representing a US-based manufacturer in a joint venture buyout and negotiation of post-buyout manufacturing, licensing and earnout arrangements with the exiting partner.

• Negotiating CEO and senior executive employment agreements and related executive compensation matters for companies and executives including multiple companies with annual sales in excess of US$1 billion.

• Representing a strategic buyer in acquiring a plastics recycling business for supply chain integration.

• Representing an Ohio-based utility company in acquiring a regional utility’s electricity transmission and distribution assets within Ohio.

• Representing a US-based manufacturer in a business line divestiture and negotiation of post-disposition long-term toll manufacturing, distribution and raw material supply agreements with the purchaser.

• Representing a health insurer in acquiring all of the health insurance business and policies of a regional insurer.

• Representing a health insurer in acquiring all of the assets and operations of a third party administrator.

• Counseling a US-based manufacturer on design, manufacturing and marketing agreements for a new product line.

• Representing a US-based energy company in a complex supply and inventory management agreement for hard infrastructure goods.

• Representing an injector supplier in long term supply agreement with industrial engine manufacturer.

• Representing US-based purchasers in multi-year supply agreements in a variety of industrial contexts, including industrial, chemicals, specialty and medical gases and components for electronic material characterization devices used in cryogenic and/or magnetic environments.

• Representing sellers in supply agreements/terms of sale in a variety of industrial/commercial contexts, including units for defense vehicles, components for e-cigarettes and specialized sporting goods.

• Representing US- and Europe-based manufacturers in private label supply agreements, manufacturing/supply agreements, licensing agreements, distribution agreements and developing template agreements and standard conditions of sale/purchase in a variety of industrial/commercial contexts in the US, Europe, Latin America and China.

• Representing component vendor in long term supply agreement with large aerospace/defense supplier.

• Preparing standard terms and conditions of sale for manufacturers for use in the US and/or various non-US jurisdictions.

• Representing a health system in entering a new master purchasing agreement for all supplies and inventory.

• Representing a health system in an inventory purchasing and management agreement to provide services to a smaller health system.

• Representing a non-US materials manufacturer in license, development, manufacturing and supply agreements with various Fortune 500 manufacturers.

• Preparing standard warranties for manufacturers for use in the US.

• Supply agreement and terms and conditions counsel for tier 2 metal products supplier (metal stamping, fabrication, welding, CNC machining, laser cutting and engineering services) to automotive industry

• Drafting form warranties and commercial purchase and sale documentation for snow plow and salt spreader implements manufacturer.

• US and international terms and conditions for a variety of other industrial/related applications, including advanced metal and ceramic composites, circuit boards, natural gas compression systems and industrial x-ray, electron beam and plasma technologies.

Education

• Ohio Northern University, J.D., with high distinction, managing editor, Ohio Northern University Law Review, 2002

• Ohio Northern University, B.A., with high distinction, 1998

Bar Admissions

• Ohio, 2002

Courts

• U.S. Ct. of App., Sixth Circuit (2004)

• U.S. Dist. Ct., N. Dist. of Ohio (2003)

• U.S. Dist. Ct., S. Dist. of Ohio (2003)

Memberships and Affiliations

• Member, Ohio State Bar Association

• Member, Columbus Bar Association

• Attorney Volunteer, Vineyard Community Center Legal Clinic

Clients give Jeff high marks on client service, organization, responsiveness, leadership, managing through stressful situations and practical problem-solving, offering comments like the following:

“In 25 years as an executive, you are the best attorney I’ve worked with, by far. Your advice is helpful and pragmatic. And our board members feel the same.”
- Public company CEO

“You will forever be my favorite attorney! Best. Attorney. Ever.”
– General Counsel, following a difficult internal investigation

“[A]ll of us… would like to thank you for your tireless effort throughout our ownership… and especially… as we navigated this sale process…. This transaction had unique obstacles and challenges every step of the way and we could not have gotten here without your guidance and counsel. Jeff, you were fantastic. Throughout.”
– Private equity client, following sale of portfolio company

“You … do an excellent job assisting with the many issues that we faced. Much appreciated…. You keep things calm and give good counsel in very challenging circumstances.”
– CEO following difficult 24-month period involving internal investigation, regulatory challenges and M&A change of control transaction

“You are the most trusted attorney that I work with.”
– CEO of local Ohio manufacturing company

“Thank you so much. I don’t think this could have ever gotten done without you organizing everything and taking the lead…”
– General Counsel of the other party (seller), commenting based on Jeff’s work as buyer counsel in an M&A transaction

• Presenter, “Ohio’s New Benefit Corporation Legislation,” Ohio State Bar Association webinar, Ohio, March 2021.

• Co-Presenter, “International Distribution: Planning for Growth & Managing Risk,” U.S. Commercial Service webinar, February 2021.

• Presenter, “Ohio’s New Benefit Corporation Legislation,” Ohio State Bar Association webinar, Ohio, March 2021.

• Presenter, “Drafting and Negotiating an International Contract,” ICC and Siena Chamber of Commerce Conference, Siena, Italy, June 7, 2018.

• Presenter, “Incorporating Today’s News Into Tomorrow’s International Contracts,” ACC Association of Corporate Counsel Presentation and Panel Discussion, Washington DC, October 4, 2017.

• Author, “[Ohio Senate Bill] 181: Everything You Need to Know About the Corporation Law Committee’s Newest Legislation,” Probate Law Journal of Ohio, Volume 27, Issue 3, January/February 2017.

• Presenter, “From Buying to Selling – M&A Trends,” WasteExpo, New Orleans, May 2017.

• Presenter, “Ohio LLC and Ohio Corporation Law Updates,” Fourth Annual Great Lakes Asset Protection Institute, Ohio State Bar Association, December 2016.

• Session participant, “Talk to the Experts 2016,” Squire Patton Boggs Global Corporate Practice Client Event, London, UK, November 2016.

• Presenter, “[Ohio Senate Bill] 181: Everything You Need to Know About the Corporation Law Committee’s Newest Legislation,” CLE Live Webcast, Ohio State Bar Association, June 2016.

• Presenter, “Contracting and Supply Chain Management − Key Supply Contract Terms,” CLE Presentation, Squire Patton Boggs Global Manufacturing Series − Inside Counsel Forum, Glen Rose, Texas, May 2016.

• Presenter, “Achieving end-to-end visibility for your commercial contracts and distribution agreements - Top tips and what to look out for,” Autosport International 2016, Motorsport Industry Association Business Workshop, Birmingham, UK, January 2016.

• Panelist, “Business Without Borders,” RSM 2015 Manufacturing & Distribution Summits, Cleveland, Cincinnati, Columbus and Dayton, Ohio, October-November 2015.

• Presenter, “International Distribution Agreements − Inbound distribution to the US,” Columbus Bar Association International Law Committee, February 19, 2015.

• Presenter, “International Distribution Agreements,” Columbus Bar Association International Law Committee, May 15, 2014.

• Presenter, “Types of Business Entities and Their Liabilities,” Training Program for Judges, Magistrates and Acting Judges, The Supreme Court of Ohio Judicial College, February 21, 2014.

• Presenter, “International Distribution,” Ohio State Bar Association Corporate Counsel Institute, October 7, 2011.

• Organizer and moderator, “Planning and Managing International Transactions and Operations Panel Discussion,” Ohio State Bar Association Corporate Counsel Institute, October 1, 2010.

• Co-presenter, “Fiduciary Issues in M&A Transactions,” Ohio State Bar Association CLE Seminar, April 15, 2009.

• Attorney volunteer at the Vineyard Community Center Legal Clinic.

• Lives in Columbus, Ohio with his wife, 4 children and 3(!) dogs.

• Pending applications to adopt 2 additional kids from Haiti(!!).

• Small group leader, Vineyard Columbus.

• Unhealthy levels of interest in Ohio State Buckeye football and basketball, comic books and diner food.

• A kid from Pandora, Ohio.