2009 annual review looking forward · weatherhead 100 awards for fastest-growing companies in...

MY BENESCH MY TEAM

LookingForward >> >> >> >>

2009 Annual Review

Cleveland (216) 363-4500

Columbus (614) 223-9300

Indianapolis (317) 632-3232

Philadelphia (267) 207-2947

Shanghai (86) 21-3222-0388

White Plains (216) 363-4500

Wilmington (302) 442-7010

This annual review

is dedicated to

the memory of our

friend and colleague

William I. Kohn

(1951–2010).

Contents FIRM HIGHLIGHTS....4 CARING FOR OUR COMMUNITIES....6

COMMITMENT TO DIVERSITY....8 PRO BONO....9 NEW HIRES....10

Practice Groups CORPORATE & SECURITIES....13 INTELLECTUAL

PROPERTY....14 BUSINESS REORGANIZATION....15 LITIGATION....17 CHINA....18

COMMERCIAL FINANCE & BANKING....19 REAL ESTATE & ENVIRONMENTAL....21

HEALTH CARE....22 EMPLOYEE BENEFITS & COMPENSATION....23 TRANSPORTATION &

LOGISTICS....25 CONSTRUCTION....26 LABOR & EMPLOYMENT....28

PUBLIC LAW....29 PUBLIC FINANCE....30 ESTATE PLANNING & PROBATE....31

FIRM MANAGEMENT....32

>> >> >>Looking Forward

Instead of revisiting the already knownchallenges that faced all of us in 2009, I wantto take this opportunityto look forward, thinkpositively, and focus onwhat’s important to us in delivering services to our clients.At Benesch, we are fortunate to have a lot ofgood stories to tell, and we hope to havevolumes to share as we continue on our pathof strategic growth. As I have mentioned inprevious reports, we have undertaken and arenow in the middle of a three-year strategicplan with goals, one of which is growing thefirm to meet the needs of our clients. We are pleased to tell you that we have hadsuccesses in implementing our plan byadding depth in a wide breadth of practiceareas and geographic locations.

We are excited about our combination withthe Dann Pecar Newman and Kleiman firm inIndianapolis, the opening of our White Plains,New York, office, and 14 additional hiresthroughout the firm. Dann Pecar recentlycelebrated its 99th anniversary, and we arelooking forward to toasting its 100th year as a part of our family. The addition of these fineattorneys and our geographic expansion willhelp us with our core goal of enhancing clientservice and our ability to serve our clientsmore broadly than ever.

As I think back to our original plan that wasestablished in late 2008, we laid out goalsthat we believed were achievable, but thatwere also stretch goals. Well, we keepworking toward those goals. We created aclient services committee that, through clientconversations, surveys, and internal focusgroups, has published our Client ServiceStandards. The committee was a cross-section of staff, management, and attorneyswho created a living document for the firm to use on a daily basis. Our guidelines arebuilt on three distinct pillars: Excellence,Innovation, and Leadership. We also havebeen active in creating alternative fee programswith the goals of bringing value and certaintyto our clients. We invite discussions aboutthese alternative fee arrangements and theopportunity to partner with our clients.

It continues to be both challenging andinteresting to work with our clients to definewhat value means to them, separate fromfees. Some of the responses we have heardinclude: It is important that our firm reallyunderstand our business; It is important thatour firm be there to give us not only excellentlegal advice, but that they be our trustedbusiness advisor as well—and [Benesch has]been; It is important that our firm look forinnovative ways to use technology to improve

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Ready...Set...GoADVANCING OUR FIRM’S SERVICE TO CLIENTS

2009 Annual Review

the delivery of services to us, and Beneschhas done that. We spend a lot of our timetalking with our clients about how we canbetter serve their needs, and listening to theiradvice. We thank them for their candor andfor investing their time to help us deliver betterservice to them.

Change has also taken place around our firm management. Jeff Abrams wasappointed Partner-in-Charge of ourIndianapolis office; Tom Washbush has been named Partner-in-Charge of ourColumbus office; Ray Lemisch is now Chair of our Business Reorganization PracticeGroup and Partner-in-Charge of ourPhiladelphia/Wilmington offices; and Deviani Kuhar joined us as Co-Chair of ourEstate Planning & Probate Practice Group.

We also have been very fortunate to haveestablished a professional, experiencedoutside advisory board of seasoned businesspeople from both the manufacturing andservices sectors who have been exceedinglygenerous with their time and wisdom. Theyhave challenged us, to our great benefit.

Again, and as always, it is our clients andfriends of our firm who not only hold usaccountable and challenge us to be better,but really assist us in improving. We want to be there for you as you have beenthere for us. As we start this new decade, Ilook forward to positive encounters with thepeople we know, and with those we’re goingto know, and together creating great workproducts and lasting relationships. Thank youto all Benesch clients and friends and to thepeople who wake up every day to serve ourclients—our staff and attorneys who arecritical to what we have accomplished andstrive to achieve. Best wishes for a great yearand an even better decade.

Ira Kaplan Managing Partner

Looking Forward >> >> >>

>> Jeff Abrams, Frank Carsonie, Gregg Eisenberg, and Tom Washbush have joined the firm’s Executive Committee.

>> Alan Schabes and Jayne Juvan coauthored the“Ohio” and “West Virgina” chapters of the AmericanHealth Lawyers Association’s Fifty State Survey ofCertificate of Need and Licensure: Nursing Homes,Assisted Living, Home Health and Hospice.

>> Steve Auvil was named President of the ClevelandIntellectual Property Law Association (CIPLA) for2009–2010.

>> Marc Blubaugh was elected President of theColumbus Roundtable of the Council of Supply ChainManagement Professionals (CSCMP) for 2009–2010.

>> Eric Zalud was named Immediate Past President of the Transportation Lawyers Association, anindependent international organization of attorneysserving the transportation industry since 1937.

>> Peter Kirsanow testified at the Senate Judiciary Committeehearing on the nomination of Sonia Sotomayor to beAssociate Justice of the U.S. Supreme Court.

>> Mark Avsec was appointed to the faculty for theFederal Judicial Center and the Berkeley Center for Law& Technology to present on copyright law basics andinfringement analysis to federal judges with ProfessorsDavid Nimmer and Peter Menell at the University ofCalifornia, Berkeley, Boalt School of Law.

>> In an effort led by MartySweterlitsch, Beneschsuccessfully represented agroup of Antioch Collegealumni in their efforts toreopen the iconic liberal arts school located in YellowSprings, Ohio. Antioch College has been a pioneer in higher education since 1852. Thecollege faced governance and financial difficulties, and operations were suspended in June 2008. With Benesch’s counsel, the alumni and trusteerepresentatives negotiated the transfer of the assetsfrom Antioch College to a new entity that was created by the alumni to restore and reopen the college. After 14 months of negotiations, a new,independent Antioch College Continuation Corporationtook over ownership on September 4, 2009. Campusimprovements and curriculum development areunderway. Antioch College plans for a small, first-yearclass in fall 2011.

>> 38 Benesch attorneys were named Best Lawyers inAmerica®. Best Lawyers® describes itself as the definitiveguide to legal excellence in the United States.

>> Best Lawyers® also ranked Benesch #1 in Ohio in the areas of Administrative Law and GovernmentRelations Law. The firm ranked #1 in Cleveland in the areas of Administrative Law, Corporate Law,Government Relations Law, Health Care Law, andVenture Capital Law. The firm ranked #1 in Columbus in the areas of Administrative Law, Appellate Law,Government Relations Law, and Non-Profit/Charities Law.

>> Steve Auvil and Bryan Schwartz were membersof a small committee of distinguished IP litigators whoproposed Local Patent Rules to the U.S. District Courtfor the Northern District of Ohio. Those rules wereadopted by the judges in the district, which is one of a modest number of districts with local patent rules.

FIRM Highlights

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2009 Annual Review


>> Tom Crist was elected Treasurer of the ExecutiveBoard of the Ohio Chapter of the Construction ManagersAssociation of America (CMAA). CMAA is NorthAmerica’s only organization dedicated exclusively to theinterests of the professional construction and programmanagement industry.

>> Ira Kaplan was named by Best Lawyers® as“Cleveland Best Lawyers Corporate Lawyer of the Year”for 2010. Best Lawyers® designated “Lawyers of theYear” in high-profile legal specialties in large legalcommunities. Only a single lawyer in each specialty ineach community was honored as the “Lawyer of theYear.” Best Lawyers® compiles its lists of outstandingattorneys by conducting peer-review surveys in whichthousands of lawyers confidentially evaluate theirprofessional peers.

>> Stuart Laven Jr. was elected Director of theAmerican Board ofCertification (ABC). TheABC is the only certificationorganization recognized by the American Bar Associationfor attorneys practicing inbusiness bankruptcy, consumerbankruptcy, and creditors’rights.>> Mike Buck was elected to the Board of Directorsfor The Center for Community Solutions, which providesstrategic leadership to improve targeted health, social,and economic conditions.

>> Jeff Wild received the Bennett and Donna YanowitzLeadership Award from the Jewish CommunityFederation of Cleveland. The award recognizes theeffort, energy, and achievement of an individual 40 yearsor younger who has clearly demonstrated commitment,involvement, and leadership within the Cleveland Jewishcommunity.

>> Nine Benesch clients, SageQuest, TurningTechnologies, Dealer Tire, HMT Associates, Inc.,PartsSource Inc., Safeguard Properties, Swift Filters,Vocon, Inc., and MAI Wealth Advisors, LLC., werenamed Weatherhead 100 winners. The Weatherhead100, created by The Weatherhead School of

Management at Case Western Reserve University, is theevent that showcases the fastest-growing companies inNortheast Ohio. Qualifying companies must showconsistent growth over the last five years. SageQuestand Turning Technologies respectively won the top twoWeatherhead 100 awards for fastest-growing companiesin Northeast Ohio. Additionally, Benesch client Dealer Tire won the Centurion award for the fastest-growingcompany in the larger, $100 million-plus sales category.

>> 23 Benesch attorneys were named 2009 OhioSuper Lawyers®.

>> Ira Kaplan received the Irving Stone Award from theMenorah Park Center for Senior Living. The Irving StoneAward honors a Menorah Park board member who has demonstrated commitment and whose activeinvolvement has made a difference during his/her earlytenure on the board.

>> Ron Teplitzky was elected President of the Boardof Directors of the Crohn’s & Colitis Foundation ofAmerica, Northeast Ohio Chapter.

The year 2009 was a challenging yearextraordinaire for our clients, our community, and our firm. Such a year and the continuingslow recovery in 2010 reminded us of theimportance of our own co-workers as a resilientand stabilizing force within our day-to-dayenvironment. As Hemingway once termed

courage as “grace under pressure,” we saw our own team and many ofour clients’ teams respond to this difficult time with a sense of purpose,tenacity, and bonding together. We believe this is a phenomenon thatwill continue as we grow out of the recession into better days ahead.

We thank our own team for their significant contribution during thisperiod, and we applaud our clients and other friends for their abilities to respond constructively during these tumultuous times. Obviously,there are many good days ahead, and we look forward to growing and always improving our own organization and assisting our clients in doing the same.

James M. Hill Executive Chairman

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HarvestforHungerAgain in 2009, Benesch held several contestsand events to raise money for Harvest for Hunger.Events included a lottery, employees paying $5 towear jeans one day to work, a floor vs. floor jarcontest where employees donated loose changeto jars on each floor—the winning floor won apizza party, and a spaghetti luncheon.

UnitedWay

We continued in 2009 our active support of theUnited Way. The firm holds an annual drive forUnited Way and raises money through differentactivities, including silent auctions, raffle drawings,spaghetti lunches, and jeans days.

Benesch also participated in United Way’s “Daysof Caring” events, each of which is a one-dayvolunteer event to support a local organization inneed of assistance. Benesch was pleased to offerits help for a Day of Caring to the Bishop M.William Cosgrove Center in Cleveland. The Centerprovides the poor and homeless with a daytimeDrop-In Center offering hot meals, showerfacilities, and support for basic needs, as well as assistance with rent and utilities. It also offers an emergency pantry program and maildistribution center for those with no permanentaddress. Volunteers from Benesch servedbreakfast and lunch to agency clients at theCenter in September.

ToysforTots

Every year, the Marines, sailors and civilianvolunteers of 3D Battalion, 25th Marines in theCleveland neighborhood of Brookpark volunteertheir time during the holiday season to make adifference for children in need. The Marine Toysfor Tots Foundation relies on donations frompeople in the community to make its localcampaign a success.

Benesch employees brought new toys to workthis winter, adding them to a collection box for the 3D Battalion, 25th Marines’ Toys for TotsFoundation drive. Employees also made cashdonations to the program, helping the Marines toensure that the spirit of the holidays lives on forless fortunate children in our communities.

At Benesch, we recognize the importance ofgiving back to the communities in which we live and work. In 2009, we contributed to avariety of organizations and are proud to havesupported causes that positively affect the livesof others.

The following is an abbreviated list oforganizations supported by Benesch’s timeand resources in 2009: AMERICAN DIABETES ASSOCIATION ■ AMERICAN

HEART ASSOCIATION ■ AMERICAN RED CROSS ■ ANTI-DEFAMATION LEAGUE ■ ARTHRITIS FOUNDATION

■ BELLEFAIRE JCB ■ BOYS AND GIRLS CLUB OF CLEVELAND ■ BROADWAY SCHOOL OF MUSIC & THE

ARTS ■ CENTER FOR COMMUNITY SOLUTIONS ■ CENTRAL OHIO YMCA ■ CHINESE ACADEMY OF

CLEVELAND ■ CLEVELAND SCHOLARSHIP PROGRAMS ■ COLUMBUS METROPOLITAN LIBRARY

FOUNDATION ■ CONTEMPORARY YOUTH ORCHESTRA ■ CROHN’S & COLITIS FOUNDATION OF AMERICA

■ DRESS FOR SUCCESS ■ E CITY ■ GORDON SQUARE ARTS DISTRICT ■ HEBREW ACADEMY OF

CLEVELAND ■ ISABELLE RIDGWAY CARE CENTER ■ JEWISH NATIONAL FUND ■ LEARNING DISABILITIES

ASSOCIATION OF NORTHEAST OHIO ■ LUPUS FOUNDATION OF AMERICA ■ LUTHERAN METROPOLITAN

MINISTRY ■ MARCH OF DIMES ■ METROHEALTH FOUNDATION ■ OHIO FRIENDS OF THE ISRAEL DEFENSE

FORCES ■ OHIO JEWISH COMMUNITIES ■ ORT AMERICA ■ OUR LADY OF THE WAYSIDE ■ REACHING

HEIGHTS FOUNDATION ■ SEEDS OF LITERACY ■ ST. MARY’S FOOD BANK ■ SUICIDE PREVENTION

EDUCATION ALLIANCE ■ THE ACHIEVEMENT CENTERS FOR CHILDREN ■ THE CLEVELAND ORCHESTRA

■ THE CLEVELAND PLAY HOUSE ■ THE DIVERSITY CENTER ■ THE MOTHER TERESA MEMORIAL FUND

■ THE WAITING CHILD FUND ■ UNITED CEREBRAL PALSY ■ UNIVERSITY HOSPITALS IRELAND CANCER

CENTER ■ WESTERN RESERVE LAND CONSERVANCY ■ YOUNG AUDIENCES OF NORTHEAST OHIO ■

YOUTH OPPORTUNITIES UNLIMITED

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Diversity helps Beneschattract and retain talentedemployees, enhances ourrelationships with currentclients, and expands ourfirm’s market share. In 2009, we remained committed to realizing andmaintaining an environment that welcomes andembraces diversity, including race, ethnicity,gender, sexual orientation, age, physical ability,and religious beliefs. In support of the firm’scommitment, the Executive Committeeestablished a Diversity Initiative Committee andendorses the key values developed by theCommittee. These key values are designed topromote an environment in which differences are respected, employees are treated fairly, andindividual skills and talents are valued.

2009 Highlights>> Recognizing that it takes a well-balancedteam to give our clients the best legal assistancepossible, Benesch has developed a Women’sInitiative to attract and retain strong womenattorneys. The Women’s Initiative focuses onwomen-centric businesses, and professional andcivic growth within the firm and in the community.To enrich each of these areas, the Women’sInitiative provides mentoring and training toenhance legal skill sets that are already top-notch. We strive to help each of our womenattorneys achieve leadership positions in thecommunity, charitable organizations, and here at the firm.

Participation in the formal Women’s InitiativeCommittee is open to all Benesch womenattorneys. A number of Benesch womenattorneys participate on the committee, others in the programming, many in the social activities,and all in one or more activities of the group. TheCommittee actively plans and offers networkingand social opportunities for women attorneys atthe firm, and has experienced a high level ofcommitment and interest from many of ourwomen attorneys.

>> We continued our annual participation in the Minority Clerkship Program through the Cleveland Metropolitan Bar Association andthe Columbus Bar Association. This programprovides invaluable, real-world work experience to talented minority law students who work aslaw clerks or summer associates in a firm, lawdepartment, or government agency at theconclusion of their first year of law school.

>> Luis Carrion helped plan the 2009 Cleveland Metropolitan Bar Association’sDiversity Networking Conference. A yearlyevent, the conference mixes education ondiversity issues with networking opportunities for diverse legal professionals.

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2009 Annual Review

COMMITMENT TO

Diversity

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Benesch believes strongly in fulfilling theresponsibility to assistthrough pro bono workthose individuals andgroups unable to affordlegal services. Just as inprevious years, in 2009 the firm continued its long history of pro bonoservices. Kari Coniglio accepted an individual consumerbankruptcy referral case from the Legal AidSociety of Cleveland. Kari’s representationinvolved meeting with the client to review herfinancial information and compiling informationnecessary to prepare schedules and statementsfor the client’s Chapter 7 filing. The representationwill continue into 2010, with Kari representing theclient at a meeting of creditors and ultimatelyhelping the client receive a Chapter 7 discharge.As a result of Kari’s representation, the clientreceived relief from certain garnishments andoverwhelming debts.

This past year Kevin Margolis, David Mellott,Marty Sweterlitsch, Jessica Angney, and NathanFelker represented the Oberlin Heritage Centerin negotiating an agreement for the purchase of a parcel of land containing a multitenant retailbuilding adjacent to its campus in Oberlin, Ohio.The acquisition of the property ensures that theOberlin Heritage Center will have secure vehicularaccess to the Oberlin Heritage Center’s parkingarea. Without this property, its historic sites are landlocked. Strategically, this property isimportant, as it will provide better access andparking for visitors as well as help the OberlinHeritage Center better serve the community andaccomplish its mission. The Benesch team willcontinue to advise the Oberlin Heritage Centerthroughout the due diligence phase and closingof the acquisition, which is anticipated to occur inthe Spring of 2010, culminating a project that hasbeen years in development.

The firm continued its commitment to theBankruptcy By-Pass Program, created by our late partner, Will Kohn, and supported by The Legal Aid Society of Cleveland and theBankruptcy & Commercial Law Section of the Cleveland Metropolitan Bar. The program,launched in 2008, aids the elderly, disabled, and poverty-stricken of the Cleveland communityin obtaining debt relief without the burdens of a bankruptcy filing.

Pro Bono

Michael J. Barrie Partner, Business Reorganization and

Litigation Practice Groups

WILMINGTON ■ (302) 442-7068 ■ [email protected]. University of Maryland, College Park

J.D. Rutgers University School of Law

Jason L. George Partner, Public Finance Practice Group

COLUMBUS ■ (614) 223-9311 ■ [email protected]. DePauw University

London School of Economics and Political Science

J.D. Indiana University School of Law - Bloomington

Stephen P. Grassbaugh Partner, Public Finance Practice Group

COLUMBUS ■ (614) 223-9327 ■ [email protected]. & B.S. The Ohio State University

J.D. Case Western Reserve University School of Law

Michael J. Melliere Partner, Public Finance Practice Group

COLUMBUS ■ (614) 223-9331 ■ [email protected]. Purdue University

J.D. University of Michigan Law School

Jenny L. Sheaffer Partner, Intellectual Property Practice Group

CLEVELAND ■ (216) 363-4453 ■ [email protected]. SUNY College of Environmental Science and Forestry at Syracuse

J.D. Syracuse University College of Law

Robert A. Zimmerman Partner, Litigation and Public Law

Practice Groups

CLEVELAND ■ (216) 363-4437 ■ [email protected]. The Ohio State University

J.D. The Ohio State University, Moritz College of Law

Allison M. Binkley Associate, Public Finance Practice Group

COLUMBUS ■ (614) 223-9376 ■ [email protected]. Grove City College

M.A. The Ohio State University


NEW Hires

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2009 Annual Review

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Matthew P. Delguyd Associate, General Practice Group

CLEVELAND ■ (216) 363-4627 ■ [email protected]. Northwestern University

J.D. Cleveland State University, Cleveland-Marshall College of Law

Susan Bender Price Associate, Public Finance Practice Group

COLUMBUS ■ (614) 223-9377 ■ [email protected]. DePauw University

J.D. University of Cincinnati College of Law

Teresa E. Purtiman Of Counsel, Transportation &

Logistics Practice Group

COLUMBUS ■ (614) 223-9380 ■ [email protected]. The Ohio State University

J.D. University of Akron School of Law

Jennifer E. Smith Associate, Business Reorganization Practice Group

WILMINGTON ■ (302) 442-7011 ■ [email protected]. Emory University

J.D. University of North Carolina School of Law

Catherine M. Swartz Associate, Public Finance Practice Group

CLEVELAND ■ (216) 363-4546 ■ [email protected]. The College of Wooster


James Weikamp Associate, General Practice Group

CLEVELAND ■ (216) 363-4559 ■ [email protected]. Cleveland State University

M.A. Cleveland State University


Lori H. Welker Associate, General Practice Group

CLEVELAND ■ (216) 363-4642 ■ [email protected]. Hanover College

M.S. University of Pennsylvania


“EXTERNAL FACTORS–the economy, competition,regulations—will alwaysimpact our clients and theirbusinesses. Our job is toprovide sound counsel thathelps them succeed in anyclimate. It’s a challenge welook forward to and trulyenjoy.”

Megan L. Mehalko, PartnerChair, Corporate & Securities Practice Group

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>> We represented Dealer Tire LLC in selling a minority stake in thecompany to TA Associates,a leading growth privateequity firm. Dealer Tire LLCis the leading provider of logistics and programmanagement services to assist automobilemanufacturers and dealersin selling replacement tiresand parts to servicecustomers.>> We successfully represented Myers Industries,Inc., an international manufacturer of polymerproducts for industrial, agricultural, automotive,commercial, and consumer markets (and also thelargest wholesale distributor of tools, equipment,and supplies for the tire service and under-vehiclerepair industry in the United States), in a proxycontest over election of directors.

Additionally, we represented Myers in an assetsale involving two of its rubber productsbusinesses, Michigan Rubber Products, Inc. andBuckhorn Rubber Products Inc., to ZhongdingSealing Parts (USA), Inc. Michigan RubberProducts and Buckhorn Rubber Products were apart of Myers’ Automotive and Custom Segmentand provide engineering and manufacturing ofrubber original equipment parts for automotive,heavy truck, agriculture, and construction markets.

>> We counseled aninternational manufacturerheadquartered in Italy inthe acquisition of an Ohio-based manufacturer ofengineered thermoplasticproducts.

>> We assisted a Midwest-based private equity firm in its acquisition of a Maine companyengaged in the business of manufacturing,marketing, and selling vinyl replacement and new construction windows and patio doors.

>> We assisted MTManufacturing, Inc., anOhio corporation, in amerger agreement withMystic Tan, Inc., aDelaware corporation. MT Industries, Inc. is theindustry leader in UV-freesunless tanning.>> We represented a designer and marketer of replacement engine parts for the aerospaceaftermarket in the sale of its business to a leading global manufacturer of highly engineeredbearings, alloy steels, and related components and assemblies.

Corporate& SecuritiesPRACTICE GROUP

>> We were retained by Eaton Corporation, aglobal diversified industrial manufacturer, todefend its automotive unit in a 14-patentinfringement, 593 asserted claims action relatingto engine components. The action was filed in theU.S. District Court, Eastern District of Texas. Afavorable settlement was reached, after the closeof fact and expert discovery and after the Courtembraced our improper inventorship defense.

We also represented Eaton Electrical, Inc. to defend a business segment in a patentinfringement action relating to circuit breakers.This was a significant case in the U.S. DistrictCourt, Eastern District of Texas. Our teamnegotiated a favorable settlement agreement after a successful Markman hearing.

>> We represented a distributor and marketer of affordable home fitness products in patentinfringement and state law claims relating to thecompany’s most popular product, an abdominalworkout system, after an adverse ruling on claimconstruction. We successfully moved the districtcourt for summary judgment of the entire case.The U.S. Court of Appeals for the Federal Circuitaffirmed the vast majority of the judgment, andthe case is on remand to the district court forfurther proceedings. We recently completed afurther claim construction hearing in the case,and the parties are awaiting the district court’sruling on the disputed issues.

>> We were retained by a manufacturer ofcommercial mowing equipment to defend patentinfringement claims against two of its products.Our team caused the plaintiffs to withdraw theirinfringement claim against one of the productsafter showing the asserted claims to be invalid.As for the second patent, we were successful inarguing for a meaning and scope of several claimterms that would preclude a finding of non-infringement of the asserted claims. Although theplaintiffs successfully appealed the district court’sconstruction of one term, the plaintiffs laterconceded the case on remand. At the conclusionof fact discovery, the plaintiffs agreed to ajudgment of non-infringement of the remainingpatent and to pay the costs associated with the action.

>> We were retained bylegendary rock groupLynyrd Skynyrd to defend it in copyrightinfringement actionpending in the U.S.District Court for theNorthern District of Ohio.After early summaryjudgment briefing, theCourt dismissed some of the claims. The Court is presently setting aschedule to address the remaining claims.>> We were retained as co-counsel by printingcompany R.R. Donnelley & Sons Co. to defend it in a five-patent infringement suit in the U.S.District Court for the Northern District of Ohio.The case favorably settled after the claimconstruction hearing.

>> We were retained by Turning Technologiesand Responsive Innovation to prosecute a patentinfringement action in the U.S. District Court forthe Northern District of Ohio. The Court ruled inour clients’ favor on every claim constructionissue, and the case is progressing toward trial.

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IntellectualPropertyPRACTICE GROUP

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>> We represented Forward Foods, LLC, amanufacturer of high-energy food bars sold under the DETOUR brand. Forward Foods faced a crisis in January 2009 when its majorsource of peanut products had shut down,triggering a nationwide recall of peanut products.

Forward Foods engagedBenesch to address thelegal ramifications of therecall and the practicaleconomic impact on acompany with 80% of itsproduct incorporatingpeanuts. In February, Forward Foodscommenced a Chapter 11 Reorganizationproceeding in the Delaware Bankruptcy Court. A credit program for destroyed goods wasimplemented immediately with Court approval, as was an outsourcing program to permit promptproduct replacement using independent licensedproducers. Because of the prompt action byForward Foods, the company received no claimsof illness as a result of tainted products.

The company’s Plan of Reorganization wasapproved by the Bankruptcy Court in only10 months with the unanimous support of thecompany’s creditors. The Plan provides for fullpayment to creditors over a period of a few years.Under Benesch’s guidance, Forward Foodsclosed out 2009 operating profitably and withoutany commercial customer choosing to terminatesales of DETOUR products.

>> We were retained as Committee Counsel inNational Dry Cleaners, Inc. et al. Chapter 11proceedings.

>> We were retained as Committee Counsel inKardex Solutions, Inc. Chapter 11 proceedings.

>> We were retained as Committee Counsel inAxiant, LLC, the largest collection company in the country.

>> We represented the Official Committee ofUnsecured Creditors for Anchor Blue RetailGroup, Inc. et al. (250+ stores across the U.S.) inthe United States Bankruptcy Court of Delaware.

>> We represented as co-counsel the OfficialCommittee of Unsecured Creditors in BuildingsMaterial Holding Corporation.

>> We assisted a second tier defense contractorwith preparation and implementation of a keyemployee retention program and a compositionagreement to resolve claims of unsecuredcreditors and to protect the key employees of the company.

>> We were retained as Committee Counsel inthe Eddie Bauer bankruptcy case.

>> We were retained torepresent fabric finisherTSG Incorporated in thefiling of its Chapter 11Bankruptcy in the EasternDistrict of Pennsylvania.Faced with the maturity of two of its three loans(all from the same lender),TSG was forced to seekprotection under Chapter11 of the Bankruptcy Codewhen it could not reachagreement to extend theterms of its maturing loans.The bankruptcy filing immediately leveled theplaying field in subsequent negotiations with its lender, and the debtor is hopeful that it willemerge from bankruptcy in the third quarter of 2010.

BusinessReorganizationPRACTICE GROUP

“Benesch keeps

GROWING andCHANGING.

I look forward to being able tooffer our clients the benefitsof our ever-expanding wealthof resources and talent.”

Raymond H. Lemisch, PartnerPartner-in-Charge, Philadelphia/WilmingtonChair, Business Reorganization Practice Group

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>> We defended our client,Robert Bosch Corporation,one of the world’s largestautomotive componentmanufacturers, in toxictort/asbestos litigation inthe United States. Wewere able to dismiss theclaims in their entirety.>> We defended one of our clients in class action litigation for alleged false and deceptiveadvertisements. The claims included violations of the consumer sales practices act, fraud, andbreach of contract. We were able to persuade the trial court to deny the plaintiffs’ request forclass certification on the grounds that theplaintiffs failed to articulate a certifiable andunambiguous class.

>> We were engaged by our client to representits interests in a product liability lawsuit pending in Utah for more than seven years. The clientengaged us once it learned of a threat that itcould be joined to this litigation. We were able topersuade the trial court that it was inappropriateto join our client at this time, because we woulddemand that discovery be reopened, and wecould provide evidence demonstrating that ourclient’s manufacturing system could not havecaused the alleged damages under the plaintiffs’proposed liability theory. To date, this has resultedin our client avoiding thousands, if not hundredsof thousands, of dollars in litigation fees.

>> We obtained summary judgment in favor ofCybex, one of the world’s largest manufacturersof fitness equipment, based on our argument that the plaintiff provided insufficient evidence to demonstrate that our client manufactureddefective equipment.

>> We obtained Motion for Summary Judgment inFerron v. DISH Network, LLC and EManagement,dismissing, with prejudice, several hundred OhioConsumer Sales Practice Act (CSPA) claimsagainst our client, DISH Network, LLC.

>> We obtained summary judgment for our clientDISH Network, LLC in a case alleging violationsof the Telephone Consumer Protection Act (TCPA)and the CSPA.

>> In a freight loss anddamage case allegingsignificant damages tofreight in transit, weprevailed in a summaryjudgment proceeding forour client, R&L Carriers, a nationwide less-than-truckload motor carrier,based on appropriateapplication of contractualand bill of lading liability limitations.>> We represented a hold-out tenant against a new landlord that was demanding that ourclient prematurely leave the premises for $25,000.We were able to secure for our client a new,favorable lease at half the client’s former rent rate,payment of all of our client’s attorneys’ fees, andan award of $315,000.

LitigationPRACTICE GROUP

>> We assisted a NorthAmerican energy companyin connection with thepublic financing of itsChina-based coalbedmethane explorationactivities.>> We counseled a U.S.-based, publicly tradedmanufacturing company to ensure that its Chinaoperations comply with labor and employmentrequirements as well as company-wideemployment and confidentiality policies. In thatregard, we have reviewed and revised applicablepolicies and conducted in-house training sessionsfor our client’s management-level employees in China.

>> We assisted a U.S.distribution company inestablishing a U.S.-basedjoint venture andfinancing arrangementwith a Chinesemanufacturer.

>> We represented a major Midwest publicuniversity in establishing a formal presence inChina as a platform for serving U.S. and Chinesealumni, students, faculty, businesses, and others.

>> We represented a U.S.-headquarteredmanufacturer in adding an additional foreign investor to an existinginternational China-basedjoint venture.>> We assisted several clients in both closingand downsizing manufacturing facilities in Chinaand counseled them on the application of relevant Chinese labor, tax, and foreign directinvestment laws.

>> We counseled a North American logisticscompany in establishingoperations in China.>> We continued to advise our clients inconnection with a wide variety of mattersimpacting their investments and businessoperations in China, including matters pertainingto intellectual property rights, labor andemployment, foreign exchange, tax and customs, and foreign direct investment (i.e., FRO and WFOE formations, acquisitions, and joint ventures).

ChinaPRACTICE GROUP

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2009 Annual Review

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>> We represented a national bank in a seniorlending facility in a $50 million refinance andconsolidation of multiple loan facilities for anursing home real estate developer.

>> We counseled an agricultural supply companyin a $58 million senior credit facility.

>> We represented anational lendinginstitution in connectionwith the receivership of atroubled borrower andformulated a strategy toeffectuate a going concernsale.>> We represented a national lending institutionas agent in a syndicated private equity deal inconnection with an approximately $40 milliontroubled loan to a borrower in the agriculturalindustry. We represented our client with respectto preventive measures it could be taking inanticipation of possible bankruptcy or litigation,the exit strategies available to the lending group, and the lending group’s collateral positionvis-à-vis an institutional sub-debt lender.

>> We represented a private tool manufacturer in a $9 million senior credit facility comprising a $6 million domestic revolving facility and a$3 million import/export bank facility.

>> We represented a national bank in a$30 million senior, asset-based loan facility for an equipment distributor.

>> We counseled a nationalbank in the conversion ofa letter of credit bondfacility into a directpurchase bond facility for a nursing home owner/operator.

CommercialFinance &Banking PRACTICE GROUP

BEYONDTHE BUSINESS.”

Marc S. Blubaugh, PartnerLitigation and Transportation &Logistics Practice Groups

“As fascinating as it is toknow the ins and outs of our clients’ businesses, it’seven more rewarding toknow them as individuals.I look forward to establishingrelationships that go

21


>> We represented a national lender in anapproximately $60 million loan default thatincluded issues involving leasehold mortgages,bankruptcy, and contaminated property.

>> We represented BestBrands Corp., a nationalfood manufacturer, in a $50 million sale andsimultaneous leaseback of four manufacturingfacilities in four differentstates.>> We represented a major national bank in areal estate workout involving $100 million of loanssecured by distressed assets, including loanmodifications relating to additional collateral, inter-creditor issues, and bankruptcy.

>> We represented a publicly held REIT inproperty due diligence projects, includingresearch, review, and summaries of REAs, OEAs,and other property governing documents, reviewand summaries of leases, and preparation ofschedules of exclusives and restrictions forshopping centers.

>> We represented a joint venture fund inconnection with the acquisition of a grocery-anchored shopping center in Tampa, Florida. Our representation included the negotiation anddocumentation of the joint venture agreements,fund documentation, and acquisition financingdocuments.

>> We resolved a Clean Water Act claim, withoutthe payment of any damages, against a realestate developer client, where the demand hadbeen for millions of dollars in damages.

>> We assisted The Goodyear Tire & RubberCompany in the sale and leaseback of its Akron,Ohio, Campus, involving approximately 400 acresof real property consisting primarily of office andmanufacturing facilities. The transaction wasstructured to provide Goodyear with the futureflexibility required for the construction of a newWorld Headquarters on a portion of the AkronCampus retained by the company.

>> We represented FuchsMizrachi School inconnection with theacquisition anddevelopment of its new$26 million facility inBeachwood, Ohio. Ourrepresentation includedhandling all aspects of the acquisition anddevelopment of the realestate, as well as theissuance of $25 million of tax-exempt bonds tofinance construction of the project.>> We provided counsel to a lender in aforeclosure and workout involving loansaggregating over $28 million made by five related borrowers on properties located in different parts of Ohio.

>> We represented a lender in a foreclosure andworkout involving a loan in excess of $5 million onover 300 acres of partially developed property.

>> We settled a significant Clean Air Actenforcement matter with proposed multimillion-dollar penalties for a fraction of the government’sdemand.

Real Estate &EnvironmentalPRACTICE GROUP

>> We represented Kindred Healthcare, Inc. inconnection with the acquisition of 100 nursinghome beds to be relocated into three Kindredfacilities in Northeast Ohio. Benesch alsorepresented Kindred in connection with thepreparation and submission of the requiredcertificate of need applications.

>> We represented Carespring Health CareManagement in connection with the acquisition of 286 nursing home beds from the defunctLakeview Terrace Nursing Home in northernKentucky. Benesch also represented Carespringin connection with the relocation of the beds intotwo 143-bed facilities in northern Kentucky.

>> We represented severalskilled nursing facilities in the appeal of MedicareProgram SafeguardContractor audit claims. >> We represented a health care system in the acquisition of a freestanding diagnosticimaging facility.

>> We represented a physician group practice in the development and capitalization of severalfreestanding dialysis centers.

>> We assisted several skilled nursing facilities insuccessfully responding to citations of immediatejeopardy issued from the Ohio Department ofHealth and the Centers for Medicare andMedicaid Services. We provided guidance as toregulatory and operational interventions during thefacilities’ period of noncompliance, during whichcivil money penalties were imposed and multipleother sanctions were proposed, the latter ofwhich were successfully mitigated.

>> We represented an orthopedic surgicalhospital in securing $25 million of workingcapital financing to begin operations.>> We represented multiple health systems in the development and implementation of serviceline co-management and clinical performanceimprovement agreements.

>> We represented clients in several CMS Officeof the Inspector General investigations andsettlements. All of the settled matters wereresolved with favorable terms to our clients and did not involve a Corporate Integrity Agreement.

>> We represented several clients involved in

the purchase, sale, lease, and financing of

numerous health care facilities and providers,

including nursing homes, MRDD facilities, and

ambulatory surgery centers.

>> We have been involved in the implementationof several corporate compliance programs forpost-acute care providers, institutional and retail pharmacy providers, and other health care entities.

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Health CarePRACTICE GROUP

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2009 Annual Review

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>> We conducted a broad-based, high-levelfiduciary responsibility assessment and criticalanalysis for a publicly traded company andreported our findings to Board Committee foradvancement of structure and strategy.

>> We presented and negotiated employeebenefit plan defects to the Internal RevenueService through its voluntary correction program,resulting in savings of significant amounts overthose amounts determined by our client’sconsulting advisors.

>> We represented ERISAfiduciaries in a U.S. Tax Court case withclaimed liabilities of more than $3 million. The casewas resolved with an IRSwalk-away settlement. >> We represented a large publicly tradedcompany in a successful negotiation of anadministrative services agreement for a retirement plan with over $2.5 billion in assets.

>> We represented a regional manufacturingcompany in a Department of Labor audit andwere successful in resolving the audit withsignificant compliance issues for less than $2,000.

>> We assisted a large health care client withmore than 100 legal entities with analysis of itscorporate structure for employee benefits taxcompliance purposes.

>> We assisted with the design and execution ofan RFP process for a new administrator for ourclient with 12 separate 401(k) plans. We alsodevised a strategy for consolidation of 12 plansinto three plans to achieve significant cost savings for our client.

>> We assisted a publiccompany with all aspectsof executive compensationcompliance under new tax laws, includingamendment of executiveretirement plans andemployment agreements. >> We served as special ERISA counsel to alarge employer in negotiation and finalization of athird-party service agreement for a sizable healthand welfare plan.

Employee Benefits &CompensationPRACTICE GROUP

“It’s easy for ourclients to get so caught up in managingthe ‘here and now’ that they can forget to

LOOK AHEADPLAN for tomorrow.andI enjoy helping them thinkbeyond today’s businessneeds and prepare forsuccess in what might come next.”

Kevin D. Margolis, PartnerChair, Real Estate & Environmental Practice Group

25


>> We obtained dismissal of a multimillion-dollarfederal class action brought in Florida against apublicly traded Fortune 20 company accused ofimposing improper fuel surcharges and deliverycharges against its customers.

>> We successfully defended a distributor ofmilitary service parts in an action brought by its transportation broker for alleged wrongfultermination of a service contract involving nearly $1 million in revenue.

>> We successfully prosecuted a claim in theInternational Chamber of Commerce against awarehousing company whose facility flooded,destroying over $1 million in deposited goods.

>> We represented aCanadian transportationbroker in connection with the dissolution of aChinese joint venture andthe commencement of anew operation in China.

>> We obtained a voluntary dismissal of alarge motor carrier and itsdriver from a lawsuit thatarose from a catastrophic,multivehicle accident in which two tractor-trailers were incinerated. >> We represented an international transportationcompany, CEVA Logistics, which maintainsapproximately 50,000 employees in over170 countries, in a lawsuit filed by a technologywaste company for allegedly losing its customers’technology waste in transit. We were able topersuade the trial court to dismiss the lawsuit inits entirety based upon the requirements set forthin the Carmack Amendment.

Transportation& LogisticsPRACTICE GROUP

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>> We were engaged torepresent a large EPCcontractor in the defense of a subcontractor delayand disruption claim arisingout of construction of awastewater treatment plant for a major automanufacturer. This was ascope dispute concerningsequencing and weatherprotection for blasting and painting substantialexterior batch tanks. Weresolved the dispute atmediation for a sum thatallowed full recognition ofour client’s counterclaimsand payment for a fraction of the disputedsubcontractor claim.>> We represented a general contractor in adispute involving a steel fabrication and erectionsubcontract for the construction of a newacademic building at the University of Virginia.The dispute involved claims for additional workand corresponding claims for the cost ofacceleration to overcome the effects of thesubcontractor’s slow performance. The disputewas settled on favorable terms after mediation.

>> We represented a large earthwork and site contractor in a dispute with the federalgovernment. The project included subsurfacepreparation for the construction of two runways at an Air National Guard base. The disputeinvolved design- and construction-related issuessurrounding a purported failure of a drainagesystem at both runways. We resolved the disputewith no exchange of funds, completion of minoradditional work, and payment for extra workrelated to the facility.

>> We were engaged by Eaton Corporation in adispute relative to the design and installation ofelectrical control systems at a hydroelectric damproject in Canada. The allegations includedunplanned power outages, loss of productivity,increased manpower, and delay of payment fromthe upstream contractor. Counterclaims were fordisputed extra work, disruption, and relatedimpact damages. The parties resolved the disputeprior to arbitration following a multistage mediationprocess. Our client made no payment to theclaimant as part of this resolution.

>> We were engaged to represent a nationalmechanical contractor in a dispute related to latecompletion of a major multistory rehabilitation andconstruction project. Claims included loss ofproductivity, active owner interferences, and delay and disruption, including forced resequencing ofwork to be completed more than 12 months afteroriginally planned. The claim analysis involvedwhat amounted to a one-year redesign of theactive construction project being built by nearly a dozen multiprime contractors.

>> We represented a general contractor in adispute involving a rehabilitation project. Thedeveloper’s lender refused to process furtherdraw requests, which led to a stoppage of furtherwork on the project. The developer and its lendercommenced litigation, and we intervened tocollect sums owing for work performed prior tothe stoppage. We successfully negotiated asettlement with the developer that provides forpayment of the outstanding amounts and avoidsthe need to participate in a multiweek trialbetween the developer and its lender.

2009 Annual Review

ConstructionPRACTICE GROUP

27


>> We represented a general contractor in alldisputes and litigation related to work stoppageon a $200 million manufacturing facility as a resultof the owner’s bankruptcy. As a result of the autoindustry’s failure, and related stoppage ofmanufacturing work, the nearly 1 billion square-foot manufacturing facility ceased constructionprior to completion. The result was nearly a dozenlawsuits filed throughout the country against ourclient. Prosecution of claims involved suretiesinside and outside of Bankruptcy Court, andparticipation/negotiation and the sale of thebuilding in the current market. Total claimsexceeded $12 million.

>> We represented aproduct manufacturer inthe defense of a productsliability claim andprosecution of a bad faithand failure to defend claimagainst its CGL carrier.We successfully prosecuteda motion for summaryjudgment on the bad faithand failure to defend claim,which was upheld by theCourt of Appeals. TheCGL carrier reimbursedSchluter Systems, Inc. for its complete cost ofdefense and the settlementof the underlying productsliability claim.>> We represented a general contractor in adispute with a municipality and its designengineer on a project involving the removal andreplacement of a bascule bridge. The projectincurred substantial redesign costs andassociated delays. We resolved the dispute withthe municipality through the payment of anadditional $10 million and an assignment of itsrights against the design engineer. The claimagainst the design engineer was settled after anextended mediation for the sum of $3.75 million.

>> We represented an electrical contractor in adispute with a local school board and the OhioSchool Facilities Commission. The disputeinvolved claims for delay and disruption damagesincurred in the performance of the electricalinstallation of a new urban high school. The localschool board sought reimbursement for the costsexpended in the alleged correction of work, anddelay damages paid to another prime contractor.The dispute was settled after mediation throughthe payment in full of the outstanding contractbalance and additional funds for delay anddisruption damages, with no recognition of thelocal school board’s asserted damages.

>> We represent a hospital project counsel for its capital management program. This programencompasses approximately $1 billon of systemwide infrastructure improvements. In connection with our representation as projectcounsel, we prepared and negotiated more than100 construction-related agreements, including:construction manager agreements; generalcontractor agreements; design build agreements;design professional agreements; projectconsultant agreements for traffic, wayfinding,landscape design, schedule, OCIP managementcommissioning, medical equipment, andenvironmental services; owner representativeagreements; and project representationagreements. In addition, we providedrepresentation in the defense of delay andacceleration claims, which were asserted inconnection with the construction of oneinfrastructure improvement project. Wecontinue to provide project counsel services.

>> We defended LafargeNorth America, Inc. innoncompete agreementand trade secret rightsenforcement litigationbrought by a competitorand former employer.We defeated a motion for preliminary injunctionand won dismissal of theaction by way of summaryjudgment. The U.S. Courtof Appeals for the SixthCircuit affirmed summaryjudgment. >> We defended a distributor and marketer ofhome fitness products in an asserted wage andhour collective action. We successfully opposedcertification of the case as a collective action andobtained a favorable settlement of the matter.

>> We prevailed for our client, A-1 Nursing Care ofCleveland, Inc., in a class action wage and hour suitin the U.S. District Court for the Northern District ofOhio. The purported class was home health aideswho worked for more than 40 hours a week for twoallegedly joint employers. The Court agreed that the“companionship services” exemption under the FairLabor Standards Act applied and dismissed thecomplaint with prejudice.

>> We represented a multiemployer bargaininggroup in collective bargaining negotiations withthe Teamsters Union. After a tentative agreementwas ratified, the union claimed wage rates beingpaid were less than agreed to during bargaining.The union filed an unfair labor practice chargealleging that the employers failed to abide by the agreement reached at the bargaining table.The employers filed an unfair labor practicecharge against the union for failing to execute the agreement as ratified. The National LaborRelations Board upheld the employers’ position in all respects and dismissed the union’s unfairlabor practice charge.

>> We represented a company that providesmajor air carriers and airports with facility and security services in a trade secretmisappropriation case where a former employeejoined a competitor, taking extensive computerfiles containing sensitive customer, pricing, andbid information. The case required extensive andsophisticated computer forensics to identify both the original taking and the competitor’ssubsequent use of the client’s trade secrets. We achieved a substantial settlement for our client on the eve of trial.

>> We represented Kolmar Labs Group duringcollective bargaining with the United Food andCommercial Workers Union and in withdrawal of recognition from the union after employeessubmitted a petition establishing the union’sloss of majority support.

>> We represented a same-day and next-daydelivery and logistics services company during anorganizational campaign by the Teamsters Unionat our client’s Philadelphia warehouse. Employeesvoted decisively against union representationduring an NLRB conducted election.

>> We represented Dougherty-Hanna Resourcesduring collective bargaining negotiations with theTeamsters Union. The bargaining resulted in afavorable contract containing a number of wageand benefit concessions.

Labor &EmploymentPRACTICE GROUP

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2009 Annual Review

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>> We successfullyadvocated for OhioCommon Pleas judges,preventing legislation thatwould have altered theconditions for publicpension requirements for judicial retirements. >> We worked with the Ohio Governor’sadministration and Board of Regents regardingmeet-and-greet programs for an educationalinstitution, a distance learning program, and forMasters and Ph.D. programs.

>> We worked with the Ohio Legislature andDepartment of Aging and Administrationregarding programs for seniors, including securingfunding for the PACE program, slot allocations,and a home care program.

>> We successfully advocated for radiologists andstate and national radiological associations enactinglegislation creating a new licensure for radiologyassistants. We ensured rule promulgations throughthe Ohio Medical Board and addressed issuesensuring high levels of medical practice standardsand educational requirements.

>> We advised the Ohio legislature & Departmentof Job & Family Services/Medicaid Office ondeveloping evidence-based, best practiceguidelines and protocols for high-tech radiologyand medical technology.

>> We worked with the Ohio legislature, variousmedical specialty groups and the State MedicalBoard regarding issues before the legislatureimpacting physician contracting and insurancecontract changes and requirements.

>> We successfully workedwith the Ohio legislatureand state and nationalradiological associationsregarding support formandated mammographyscreening standards andreimbursements.

>> We worked with the Ohio legislature,Department of Health, Hospital Association, and radiological associations regarding revisionsto X-Ray standards, fees, inspections, andregistration of equipment.

>> We successfullyadvocated before the OhioGeneral Assembly andGovernor’s administrationfor an amendment to thebudget bill allowing fornursing home bed transfers. >> We achieved a multimillion-dollar award of taxcredits and grants to support the construction ofa manufacturing facility.

>> We advised the Cuyahoga County Board of Elections on legal issues surrounding ballotproposals for county reform.

>> We achieved dismissal of a prohibition andmandamus action filed against our clients,Cuyahoga County Common Pleas Court judges,challenging transfer of the case to a commercialdocket.

Public LawPRACTICE GROUP

>> We served as bond counsel to the State ofOhio, acting through the Ohio Public FacilitiesCommission, in connection with the issuance of $542,585,000 of tax-exempt refunding bonds. This transaction helped save the State of Ohio approximately $33 million in debt service payments.

>> We represented RBC Capital Markets as underwriter’s counselin connection with theissuance by the State ofOhio, acting through theOhio Building Authority,of $179.2 million ofrefunding bonds.>> We represented Keybanc Capital Markets Inc.as underwriter’s counsel in connection with theissuance by the County of Cuyahoga, Ohio, in$163,825,000 issue of general obligation bonds,the proceeds of which were used to financevarious capital needs of Cuyahoga County.

>> We represented Cain Brothers & Co., LLC as underwriter’s counsel in connection with a$90,060,000 tax-exempt financing for St. VincentHealth Center in Erie, Pennsylvania.

>> We traveled the state educating clients andothers about the new municipal bond provisionsin the American Recovery and Reinvestment Act(the Recovery Act).

>> In addition to startingthe firm’s Public FinancePractice Group, we began providing rebatecomputation services to our public financeclients.>> We served as bond counsel for “BuildAmerica Bond” issuances for Memorial Hospitalof Union County, Wright State University, the City of Mount Vernon, Ohio, and the City of Lima, Ohio.

>> We served as bond or bank counsel in several private placement tax-exempt bondtransactions that were structured to takeadvantage of the updated “bank qualified”provisions of the Recovery Act, including a bank qualified bond issue for Copeland Oaks, a senior living retirement community and activeadult community.

>> We represented Stifel, Nicolaus & Company,Incorporated as underwriter’s counsel for a$26 million school district issue of certificates of participation that included tax-exemptcertificates and federally taxable Build AmericaBond certificates.

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Public FinancePRACTICE GROUP

2009 Annual Review

Looking Forward

31

>> >> >>

>> We successfullyconcluded an almost two-year-long will constructioncase in which the rights to half the residue of a$9 million testamentaryestate were at issue. Thecase involved the questionof whether the residuaryclause in a will created acharitable trust. The OhioAttorney General claimedthat under Ohio’s newTrust Code, it did, and thatcharities in the Springfield,Ohio, area were entitled toreceive that multimillion-dollar distribution.We claimed that it did not, and that our client, as the decedent’s next-of-kin, was entitled to receive those funds. The estate’s executorbrought suit in the Clark County, Ohio, ProbateCourt seeking a determination of who shouldreceive those funds. Following extensivediscovery and cross-motions for summaryjudgment, the probate court found for thecharities. The Second District Court of Appealsunanimously reversed. The Ohio Solicitor Generalthen asked the Ohio Supreme Court to assumejurisdiction, but the Court declined, upholding ourwin in the Court of Appeals. Our client receivedhis distribution under the will.

>> We continued to assist clients in minimizingthe probate process, reducing exposure to estatetaxes, and addressing unique planning situationsthat arise in many families and businesses. Wealso continued to handle a variety of estateplanning documents.

>> We handled the administration of manyestates, including those in the high multimillion-dollar amounts. We identified assets and valuationof assets, arranged for auctioning of assetsthrough a global auction house, dealt withdisposition issues, liquidated assets, preparedestate tax returns, and provided clients with tax advice.

Estate Planning& ProbatePRACTICE GROUP

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2009 Annual Review

FIRM Management

Practice GroupManagementBusiness ReorganizationRaymond LemischDavid KleimanWilliam Schonberg

Commercial Finance & BankingRonald Teplitzky

ConstructionBarry MillerThomas Crist

Corporate & SecuritiesMegan MehalkoRichard Tracanna

Employee Benefits & CompensationJeffrey Zimon

EnergyOrla CollierKevin Margolis

Estate Planning & ProbateGary BilchikDeviani Kuhar

General PracticeJulie Price

Health CareHarry BrownJanet Feldkamp

Intellectual PropertySteven AuvilMark Avsec

Labor & EmploymentMaynard Buck

LitigationEric ZaludPete ElliotOrla CollierMark Waterfill

Private EquityJames HillJulie Price

Public FinanceMichael Melliere

Public LawJames Friedman

Real Estate & EnvironmentalKevin MargolisJeffrey Wild

TaxRichard Tracanna

Executive CommitteeJeffrey Abrams

George Aronoff

John Banks

Frank Carsonie

Gregg Eisenberg

James Hill

Ira Kaplan

Kevin Margolis

Megan Mehalko

David Mellott

Thomas Washbush

Ira Kaplan Managing Partner

James Hill Executive Chairman

John Banks Chief Operating Officer/

Chief Financial Officer

COLUMBUS

Tom Washbush Partner-in-Charge

INDIANAPOLIS

Jeffrey Abrams Partner-in-Charge

PHILADELPHIA/WILMINGTON

Raymond Lemisch Partner-in-Charge

SHANGHAI

Yanping Wang Partner-in-Charge

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