Ohio

147 Bell St., Ste. 302 Cleveland, OH 44022 Phone: (216) 292-8108 Fax: (440) 893-0316 ** * Litigation defense for small business in the manufacturing, service, retail, banking, and distribution industries * Jurisdiction & Venue Questions * Facsimile Defense * Real estate purchase, sale, financing and leasing * Corporate, Partnership, LLC & Business Agreements

Columbus Office 52 E. Gay Street Columbus, Ohio 43216-1008 Phone: (614) 464-6400 ** Akron Office First National Tower 106 South Main Street Akron, Ohio 44308-1417 Phone: (330) 245-1153 ** Our corporate lawyers are legal advisers to Fortune 500 and other public companies, financial institutions, established private businesses and new ventures, communication and technology companies, nonprofit organizations, investment bankers and underwriters, public utilities, individual entrepreneurs and investors. Mergers and Acquisitions The firm represents buyers and sellers in corporate acquisitions, divestitures and reorganization of public and private companies. We have represented management, outside directors and lenders in going private transactions and leveraged buyouts. With respect to nonprofit organizations, we have structured holding corporations and represented parties in affiliation transactions and joint ventures. Corporate Takeovers Since our role in writing the original Ohio takeover statute — one of the first such laws in the nation — our lawyers have represented targets and bidders in numerous hostile tender offers for some of America’s biggest companies. We regularly advise public companies on takeover defenses such as restructurings, poison pills, golden parachutes and other shark repellant provisions. Securities We handle all types of securities transactions, including public offerings and private placements of equity and debt securities, public and private limited partnerships, and the sale of securities by U.S. companies abroad. A significant part of our securities practice involves structured financings, such as mortgage and other asset-backed instruments, auction rate preferred stock and REMICs. We advise public companies on the full spectrum of securities law and corporate issues with an emphasis on corporations organized under Ohio and Delaware law. Privately Owned and New Businesses Our services to new businesses include determining the appropriate form of business organization, forming corporations, partnerships, and limited liability companies drafting employment, non-compete and similar agreements, and providing advice on financing and tax alternatives. We have taken a number of major companies public and represent business clients through all phases of their development. Antitrust, Trade Regulation and Franchising We regularly counsel clients regarding state and federal antitrust and trade regulation implications in all types of business practices and agreements, including acquisitions, Hart-Scott-Rodino pre-merger notification requirements, and sales of businesses. We have broad experience in franchising law, having developed national franchise programs. Intellectual Property This practice area deals with the protection of technology and other proprietary business rights through patents, copyrights and trademarks, trade secret procedures and litigation strategies. Our lawyers negotiate domestic and international licensing agreements for a wide range of products and inventions. Furthermore, our firm has an extensive network of patent and trademark agents worldwide and we have significant expertise in challenging and defending intellectual property issues in the U.S. and foreign countries. Public Finance As bond counsel, we have approved a full range of issues for public financings such as hospital revenue, university, general obligation, industrial development, pollution control and refunding bonds. Our firm was selected as initial bond counsel for the State of Ohio’s local government infrastructure capital improvements program. We frequently serve as counsel to underwriters, bond purchasers and banks which provide credit or liquidity enhancement. Venture Capital Our firm represents several major regional and local venture capital firms. These venture capital firms specialize in providing equity or debt financing for start-up, emerging or rapidly growing businesses. The firm, in many cases, then represents the company after the investment is made by the venture capital fund.Back to Top Financial Institutions Vorys, Sater, Seymour and Pease LLP provides a full array of legal services to the financial institutions industry. We serve as counsel to a number of bank and savings and loan holding companies, national banks, Ohio state-chartered banks and state and federal savings banks and savings and loan associations. In addition, we have served for many years as general counsel to the Ohio League of Financial Institutions. As counsel to bank and thrift holding companies and their financial institution subsidiaries, we assist clients in complying with increasingly complex federal and state laws and regulations relating to such areas as regulatory compliance under financial institution laws and regulations, employee benefits and employment laws. We assist publicly-held financial institution holding companies in connection with their Securities and Exchange Commission filing requirements and other compliance obligations. We also provide many specialized services to those institutions for which we serve as general counsel, as well as a variety of other institutions which have retained our services for particular transactions and projects. We advise clients in expanding their businesses through mergers, acquisitions and the formation of holding companies. On a transaction basis, we have been involved in a variety of branch sales and commercial loans, including loan participations. In mutual-to-stock conversions of savings associations, we have served as counsel to the converting institution and as counsel to the underwriters. We also have been involved in numerous public offerings and private placement offerings of debt and equity instruments and in the development of a variety of mortgage-backed and other innovative financing instruments. We also advise clients with respect to the integration of financial services, including issues related to the sale of insurance and securities products by financial institutions and by third parties. We also provide a full array of legal services to the thrift industry. We have served as general and special counsel to a vast number of thrift institutions incorporated under federal law or under state law. In addition, we have served for many years as general counsel to the Ohio League of Financial Institutions. As general counsel to both mutual and stock associations, we assist clients in complying with increasingly complex federal and state laws and regulations, including the periodic reporting requirements of the Securities Exchange Act of 1934. We also provide many specialized services to those institutions for which we serve as general counsel as well as a variety of other institutions which have retained our services for particular transactions. In mutual to stock conversions, we have served as counsel to the converting institution and as counsel to the underwriters. We also have been involved in numerous public offerings and private placement offerings of debt and equity instruments and in the development of a variety of mortgage-backed and other innovative financing instruments. We also advise clients in forming, acquiring and capitalizing thrifts and expanding their businesses through mergers, acquisitions, branch purchases and the formation of holding companies. Insurance Claims Administration · Insurance Agents · Insurance Company Formation · Admissions · Form A · Merger and Reinsurance Commission Hearings · Conversions · Redomestications · “Banks” in Insurance · Rehabilitation and Liquidations · General Regulatory Practice A significant part of our practice has always involved the representation of insurance companies. We represent agents, brokers, intermediaries, and all types of insurers on corporate and regulatory legal matters. Our lawyers handle the organization, capitalization and restructuring of insurance companies, mergers, mutual-to-stock conversions, admissions of domestic companies to other states and of foreign companies to Ohio, obtaining regulatory approval of insurance policies and forms, negotiation of insurance and reinsurance contracts, and the licensing and management of agents and brokers. Our practice includes appearing on behalf of insurance clients in proceedings such as rate hearings, investigations and enforcement actions. Claims Administration: The firm has provided coordination and necessary follow-up with external counsel retained by insurance clients to represent them in claims matters — in essence, serving as in-house counsel on such claims matters. The firm has located counsel in Ohio and other states to represent insurance clients who are sued and their insureds who are sued. The firm has then coordinated pleadings, motions, discovery, trial preparation, trial presentation and settlement matters between such counsel and the firm's insurance clients. Insurance Agents: The firm has represented many Ohio domiciled life and property/casualty insurance agencies on matters related to the sale of insurance outside the boundaries of Ohio. This work involves close coordination with state departments of insurance. For instance, Ohio's statutes governing the formation of domestic life agencies contain unusual provisions regarding the ownership of the voting shares of such agencies, and the extraterritorial sale of insurance by Ohio agencies frequently is restricted by the application of retaliatory statutes. The firm also has appeared before the Ohio Department of Insurance in connection with consumer complaints that have been filed against insurance agencies. Insurance Company Formation: The firm has formed many Ohio domiciled stock life, property/casualty and reinsurance companies. This procedure involves close work with the Exam-Audit Division of The Ohio Department of Insurance, and includes consultation on matters involving investments, agency appointment, policy form and rate filings, and the like. Admissions: We consistently represent foreign life and property/casualty insurers seeking admission into Ohio. This involves contact with the Exam-Audit Division of the Ohio Department of Insurance, and possibly also work with the Legal Division on issues regarding parental guarantees of the capital and surplus of the insurer seeking admission. Form A: Ohio enacted its version of the so-called “Form A” requirements and procedures for the approval of mergers or acquisitions of domestic insurance companies in March, 1989, and our firm has represented successfully many of the applicants who have filed Form A with the Department since that time. Merger and Reinsurance Commission Hearings: Ohio law requires a rather unique procedure in connection with certain insurance company merger, consolidation and reinsurance transactions. Certain transactions require approval, after public hearing, of a commission comprised of representatives of the Ohio Governor, Attorney General and Superintendent of Insurance. The firm has made numerous appearances before that commission representing the interests of insurers. Conversions: The conversion of insurers from mutual-to-stock, or stock-to-mutual, under Ohio law requires close scrutiny by a statutorily-created appraisal committee, as well as by The Ohio Superintendent of Insurance. Protection of the policyholders of the converting company is paramount, particularly in a mutual-to-stock conversion. Our firm represented four Ohio mutual insurers which converted to a mutual company. One of our attorneys was heavily involved in three of these proceedings, and personally handled the hearings before The Ohio Department of Insurance with respect to three of them. Redomestications: We have worked on several redomestications both to and from Ohio. These transactions require intense work with the domiciliary departments of insurance, as well as the departments of insurance in all states in which the redomesticating company is admitted. Issues that are typically raised include licensing of agents, permissible investments under the investment laws of the old and new states of domicile, and the ability to write new and/or renewal business pending approval of the transaction. “Banks” In Insurance: Certain financial institutions, including banks, savings and loan associations and loan companies, desire to offer insurance products to provide “one-stop financial shopping” services to their customers. These products may include the “traditional” credit life and accident and health insurance, as well as mortgage life and annuities. Ohio law provides that only licensed insurance companies and agents may lawfully solicit the public for the sale of these products. Our firm has represented insurers, insurance agencies and financial institutions in structuring programs that satisfy Ohio law and marketplace desires. Rehabilitation and Liquidations: Our firm has represented both the Ohio Department of Insurance, “troubled” companies and claimants in connection with insurer rehabilitations and insolvencies. The scope of practice includes interpretation of Ohio's insurer insolvency laws, negotiations of work-out proposals, and contested court proceedings. General Regulatory Practice: We regularly represent insurance entities before The Ohio Department of Insurance on a number of regulatory matters not described above. These matters include agent disciplinary proceedings, investment law interpretation, statutory deposit questions, amendments to articles and regulations of insurers and the approval process, reinsurance contracts, and insurance agency formation and licensing. The Negotiation and Grant of Economic Development Incentives Through its representation of many large national and international concerns which are expanding or locating in Ohio and elsewhere, Vorys has helped these clients negotiate and obtain various economic incentives from local, state and federal governmental entities. Some of the many economic incentives which may be obtained are: * The creation and use of tax increment financing districts for townships, municipalities or counties; * New jobs tax credits from the State of Ohio and municipalities; * The establishment and administration of community reinvestment areas for real property tax abatement (CRA’s); * The establishment and administration of enterprise zones for real and personal property tax abatements; * Community Development Block Grants from federal, state or local governmental entities; * Appalachian Regional Commission Grants; * Various loans and grants from the State of Ohio and local governments for the development of the project itself, the construction of on-site and off-site infrastructure improvements and numerous related items; * Tier II benefits from enterprise zones; * Sales tax credits for research and development; * Sales tax credits for exporting of products from Ohio to international destinations; * Tax exemptions for industrial pollution control facilities and energy conservation and production systems; * Training assistance through a variety of state and local programs, including the Job Training Partnership Act and the Ohio Industrial Training Program; Other related programs. The firm has obtained these benefits for manufacturing concerns, commercial developments and retail and residential developments. A few prime examples are the incentives for the Columbus City Center, the development of the Honda plants in Marysville and Anna, Ohio, the Consolidated Stores expansion in Columbus, Ohio, the Joint Venture with Korean and Japanese partners in Martins Ferry, Ohio N.P. Limited’s development of Polaris, Bank One’s office expansion at Polaris and the Roxane Laboratories, a subsidiary of Berringer Engleheim, development in Columbus, Ohio. These programs have saved these companies millions of dollars and have allowed them to expand or locate in Ohio on a profitable basis. These programs are constantly evolving and changing and members of our firm have testified concerning these various programs and have helped to pass legislation related to them, keep legislation in place and successfully seek appropriate changes in legislation. Given our central location in the state capital and our Washington office, these activities will continue to grow and diversify.

2000 Huntington Building 925 Euclid Avenue • Cleveland, Ohio • 44115-1496 Telephone: (216) 696-4700 Fax Line: (216) 696-2706 ** The Business and Tax lawyers of Spieth, Bell, McCurdy & Newell represent a wide range of corporations, partnerships and limited liability companies from a diverse local, national and international client base. We provide full service representation in corporate, financing, sports management, aircraft ownership, and other practice areas. The firm has extensive experience in mergers and acquisitions, sales and divestitures, leveraged buyouts, contract negotiations, shareholder agreements, and representation regarding personnel and employment law issues, including associated litigation. We provide tax advice in connection with selecting the right form for each business situation (i.e. corporation, partnership or limited liability company), mergers and acquisitions, spin-offs, split-offs and other tax-free distributions, and settlement awards in contract and tort disputes. Whether the client is a start-up venture or a well-established company, our tax planning advice focuses not just on our clients' immediate problems, but also the likely issues they will face as the business evolves and grows. Our lawyers offer clients advice and assistance in a wide range of federal, state and local income tax matters, from transactional or operational issues to dispute resolution with taxing authorities in administrative as well as judicial forums. Combined with years of hands-on experience, our lawyers possess an in-depth understanding of the income tax laws and a firm commitment to staying current with frequently changing laws, regulations, rulings and judicial decisions that govern our income tax system.