Is your client...

[Click on a question to Expand/Close]

  • a public company?

    Are they listed on a stock exchange?

    Who handles their ’34 Act periodic reporting?

    Who handles Section 16 reporting?

    Do they have a shareholders meeting coming up?

    Are they considering raising capital in a ’33 Act public offering?

    Are they having issues with the SEC or state securities divisions?

    Are they raising capital through a private placement?

    Do they offer employees equity compensation?

    Which accounting firm do they use?

    Are they experiencing regulatory issues? Federal? State?

    Are their corporate records up-to-date?

    Is the Board in need of corporate governance training?

  • a privately-held company?

    Are they owned by a venture capital or private equity group?

    Are they owned by individual shareholders?

    Is the business in need of a capital infusion?

    Are they offering employees equity compensation?

    Are there existing equity incentive plans?

    Do they have any SEC, federal or state regulatory or  blue sky problems?

    Have shares in the business been properly issued?

    Do they have a desire to go public at some point? Sell at some point?

    Are they experiencing regulatory issues? Federal? State?

  • acting as its own stock transfer agent?

  • experiencing shareholder issues?

    Are they considering proxy proposals?

    Is there a desire to sell the company?

    Have they received complaints regarding stock value?
    Is the stock price too high? Is it too low?

    Have there been complaints regarding dividends being paid  or not paid?

    Are they expecting or undergoing a proxy fight to place director candidates on the ballot?

BaS-At-a-glance
[Click on a item to view]

84 Attorneys

  • Representative Clients

    Arch Coal, Inc.

    Bluegrass Cellular Inc.

    Chemed Corporation

    Cincinnati Financial Corporation

    Fifth Third Bank

    GE Water & Process Technologies

    General Cable Corporation

    Halma p.l.c.

     Huffy Corporation

    iNet Interactive, LLC

    LCNB Corp.

    Lexmark International, Inc.

    Madison Capital

    Maker Studios, Inc.

    MedExpress

    Milacron

    Peoples Bancorp, Inc.

     REX American Resources

    Structural Dynamics Research Corporation

    The Limited

    The Procter & Gamble Company

    The Standard Register Company

    Wal-Mart, Inc.

  • What We Do

    Pre-transaction Planning & Counsel

    All aspects of Due Diligence

    Transaction Structuring

    Transaction Negotiation

    Problem Solving

    Strategic Planning

    Post-closing and Integration

    Investment Advisers

    Private Placements

    Public Company Compliance & Governance

    Public Offerings

    Venture Capital Financing for Start-Ups and Emerging-Growth Companies

    Regulatory Compliance: SEC, Federal and State Banks, FCC, FTC, NERC, FERC

    Cybersecurity

    Contracting

  • Creating Value

    No Transaction is Too Big or Too Small

    Large, diversified, multi-national corporation that needs to re-balance its portfolio of businesses through a strategic sale or acquisition, or a family business with a succession or estate tax problem

    Serve domestic and foreign securities issuers, sellers and investors, established public companies and start-up or emerging-growth companies, entrepreneurs, venture capital and buyout funds, investment banks, public and private pension funds and other institutional investors, and the shareholders, directors and officers of private and public companies

    Efficiency/Problem Solving

    Structure transactions

    Identify and solve problems expeditiously to close the deal

    We Understand Both Sides of Regulation

    Our attorneys are former members of regulatory agencies including the SEC, FTC, as well as the FDIC and OCC in Washington, D.C.,  a former director of enforcement for NERC, a former examiner of the Comptroller of the Currency and former general counsel of the Ohio Division of Financial Institutions.

  • Industry Focused Transactions

    Manufacturing Businesses

    Consumer Products Businesses

    Service Businesses

    Software and Other Computer-Related Businesses

    Banking and Financial Institutions

    Broadcasting

    Hospitals and Other Health Care Businesses

    Retail

    Energy and Natural Resources  (coal, oil and gas, electric transmission and generation)

    Breweries and Distilleries

    Private Equity

    Sports Management

    Telecommunications

Experience highlights
[Click on a item to view]

  • Deal Counsel to Lexmark International

    We counseled the Lexington, KY-based tech giant in more than 10 transactions over the last 2 years, including a cross-border acquisition of Luxembourg-based BDGB Enterprise Software and Australian-based ISYS. The $280 million acquisition of Kansas City software company Perceptive Software, Inc., bolstered Lexmark’s enterprise-content management offerings. Lexmark also enhanced their document imaging and data integration when they purchased the Boston-based company, Nolij. Because we understood Lexmark’s acquisition goals, we were able to work more efficiently in closing each of these transactions, and our client was able to accomplish their growth strategies.

     

  • Standard Register Purchases Workflow One for $350 Million

    We advised one of the world’s leading providers of printing and business communication solutions throughout their purchase of Workflow One, a print management and distribution company.  We helped facilitate the transaction by advising on real estate and other aspects of the acquisition. Standard Register states that it now can enhance its products and services to customers, while also adding flexibility and stability for the company moving forward.  The transaction also enables the client to increase its presence in its target markets. Standard Register is now the seventh largest printing company in North America with an entire portfolio of $1 billion.

  • LCNB Corporation:  Comprehensive Legal Services

    We provide ongoing general counsel services to Cincinnati-based LCNB Corporation, on matters including securities law compliance, SEC reporting, corporate governance, bank regulatory compliance, insurance compliance, executive compensation, employee benefits and employment law compliance.  Additionally,  we provide general counsel services to the Trust Department of LCNB National Bank, and we also represented the company with respect to receiving TARP moneys from the Federal Government.

     

  • Cincinnati Financial, Inc. and Milacron:  Ongoing SEC and Securities Compliance Counseling

    Our role includes advising on 33 and 34 Act filings and corporate governance, including advising  on board composition and charters for various board committees.

     

Attorney Roster
[Click on an office]

 

DINSMORE & SHOHL LLP | LEGAL COUNSEL

 

FOR INTERNAL USE ONLY. Nothing in this presentation should be construed or is intended to be legal advice.  All images, videos, copyrights, and trademarks used in the presentation are property of their respective owners.  Copyright 2017. All rights reserved.