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W. Ashley Hess

Ashley Hess advises clients on a full range of corporate matters, including mergers and acquisitions, divestitures, corporate governance and general business counseling for entrepreneurs and both public and private companies. Mr. Hess works with businesses at all stages of growth and often serves as a general counsel to business clients who do not have in-house counsel.

Mr. Hess has extensive transactional experience and has advised clients on corporate deals in a broad array of industries, including automotive, manufacturing, healthcare, insurance, media and fast-food restaurants. He is listed in Chambers USA America’s Leading Lawyers for Business in the area of Corporate/M&A (Ohio).

Mr. Hess’s representative transactions include:

• Representation of FORTUNE 100 health insurance company in its mergers and acquisitions, including acquisitions of managed care companies, commercial health insurers, Medicare Advantage organizations and insurers of supplemental plans and products (vision, dental and behavioral health products)
• Representation of Japanese automobile manufacturing company in negotiating manufacturing services agreements for production of vehicles at a third party manufacturing facility
• Representation of print media company in its acquisitions and divestitures of print magazines and online properties
• Representation of online social media company in securing and negotiating financing arrangements with its senior lender and a provider of mezzanine financing
• Representation of multi-unit franchisee of fast-food pizza restaurants in its mergers and acquisitions and lease negotiations
• Representation of provider of VOIP services in its mergers and acquisitions, including acquisitions of software companies
• Representation of coal companies in mergers and acquisitions of coal properties and negotiating supply agreements
• Representation of retirement plan analytics company in designing and implementing incentive plans and negotiating agreements with employees

Mr. Hess is active in the Mergers & Acquisitions Committee of the American Bar Association’s Business Law Section. He serves on the Market Trends Subcommittee that published the 2009 and 2007 Private Target Deal Points Study, which analyzes prevailing market terms in private company mergers and acquisitions, and is currently working on the 2011 update. Mr. Hess serves on the Board of Directors and is President-Elect of the Association for Corporate Growth, Cincinnati Chapter.

Widely recognized as a leader in the Cincinnati legal community, Mr. Hess was named a “Leading Lawyer” by Cincy Magazine in 2011, and he has been selected for inclusion in Ohio Super Lawyers—Rising Stars Edition in the field of Business/Corporate. He was named one of Ohio’s Top Young Lawyers by Law & Politics Magazine (2006), one of Cincinnati’s “Forty Under 40” by Cincinnati Business Courier (2005) and was a member of the Cincinnati Academy of Leadership for Lawyers (Class of 2004). Mr. Hess is a member of the American, Ohio State, Kentucky and Cincinnati Bar Associations.

Mr. Hess is also a founding member of The Bacchanalian Society, a young professional networking and social organization. Additionally, he was a member of the Cincinnati Chamber’s C-Change Program, Class 2.

A sampling of Mr. Hess’s publications and presentations include:

• “M&A Market Overview: Where We’ve Been/Where We’re Going,” Speaker, The Alliance of Merger & Acquisition Advisors® (AM&AA) Summer Conference, Chicago, Illinois (July 2010)
• “Mergers & Acquisitions: Getting the Deal Done,” Speaker, National Business Institute National Teleconference (June 2009)
• “Thou Shalt Not Lie: Enforcement of Non-Reliance Clauses Under Kentucky Law,” Co-Author, Northern Kentucky Law Review, 2008 Kentucky Issue, Volume 35, Number 2
• “Drafting M&A Agreements,” Speaker, UK/CLE 12th Biennial Business Associations Law Institute, Louisville, Kentucky (February 2009)
• “Mastering Mergers and Acquisitions: ‘The Nuts and Bolts of Drafting and Negotiating the Acquisition Agreement’ and ‘Finish the Transaction Off Right—Competently Address Post-Closing Concerns,’” Speaker, National Business Institute, Cincinnati, Ohio (August 2008)
• “Negotiating Indemnification Provisions in Acquisition Transactions: A Drill-Down Featuring the Private Target Deal Points Study,” Speaker, American Bar Association Section of Business Law and ABA Center for Continuing Legal Education Teleconference and Live Audio Webcast (April 2008)
• “That’s Not Market . . . Or Is It?” Association for Corporate Growth Best-At-Breakfast Presentation, Highlights of the 2007 Private Target Deal Points Study, Cincinnati, Ohio (November 2007)
• “Selling Your Business in Today’s Market,” Speaker, panel discussion with Harris Williams & Co., Cincinnati, Ohio (October 2007)
• “Mastering Mergers and Acquisitions: ‘Material Adverse Change Clause Enforcement’ and ‘Purchase Price Adjustments,’” Speaker, National Business Institute, Cincinnati, Ohio (August 2007)
• “Before Attempting to Sell Business, Make Sure House is in Order,” Co-Author, Cincinnati Business Courier (July 2007)
• “Exit Planning for Business Owners,” Presentation to John D. Dovich & Associates, LLC, Cincinnati, Ohio (May 2007)
• “Coordinating Business Planning with Estate Planning: An Integrated Approach to Succession for Owners of Closely-Held Businesses,” Speaker, Von Lehman & Company, Inc., Best-At-Breakfast Series, Cincinnati, Ohio (May 2007)
• “Recent Developments in Middle Market Mergers and Acquisitions and the Effects on the Acquisition Agreement,” Speaker, Corporate and Commercial Workshop, Cincinnati, Ohio (January 2007)