W. Ashley Hess

Partner

Cincinnati
T +1.513.852.2621
F +1.513.929.0303

Overview

Ashley Hess is a corporate transactional attorney and Co-Chair of BakerHostetler’s Technology in Manufacturing national industry team. He has broad experience representing public and private companies on a variety of matters ranging from mergers, acquisitions and divestitures, to joint ventures, corporate governance and complex corporate transactions. Within the manufacturing sector, Ashley has extensive experience in the automotive industry, including advising clients on issues related to autonomous vehicles, supply chain matters, joint ventures and other collaborative development relationships. Ashley also has experience with acquisitions involving government contracting entities, including acquisitions of technology assets developed pursuant to government contracts.

Ashley is Chair of the Business Group in the Cincinnati office, and is recognized as a leading corporate and M&A attorney in Ohio. He is included in Chambers USA and Best Lawyers for Corporate/M&A in Ohio, and has been named Best Lawyers® “Lawyer of the Year” in Cincinnati for Corporate Compliance Law (2015, 2017 and 2019), Corporate Governance Law (2018), and Mergers & Acquisitions (2020). Ashley regularly speaks and writes on transactional legal issues and is active in the ABA’s M&A Committee where he serves as the Chair of Programs and Publications for the M&A Committee and works closely with the Market Trends Subcommittee that publishes the Private Target Deal Points Studies.

Select Experience

Mergers & Acquisitions
  • Represented a publicly-traded, global financial services and insurance company in its purchase of equity in a developer of artificial intelligence (AI) software applications developed pursuant to US government contracts with the Department of Defense. The transaction involved a complex structure to separate the target’s two distinct lines of business and a spin-off of the desired assets. In addition to the complex structure of the transaction, the target’s AI intellectual property was created pursuant to US government contracts, adding complexity to the analysis of the rights third parties may have to the intellectual property that was key to the deal.
Corporate Transactions and Corporate Compliance
  • Represents Toyota Motor North America, Inc., and its related entities on corporate and transactional matters and corporate compliance projects.
  • Served as lead outside counsel to Toyota in connection with Toyota’s new automobile manufacturing plant in Guanajuato, Mexico, managing issues relating to plant construction, on-site suppliers supporting the plant and numerous service providers to the plant.
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Experience

Mergers & Acquisitions
  • Represented a publicly-traded, global financial services and insurance company in its purchase of equity in a developer of artificial intelligence (AI) software applications developed pursuant to US government contracts with the Department of Defense. The transaction involved a complex structure to separate the target’s two distinct lines of business and a spin-off of the desired assets. In addition to the complex structure of the transaction, the target’s AI intellectual property was created pursuant to US government contracts, adding complexity to the analysis of the rights third parties may have to the intellectual property that was key to the deal.
  • Represented a cybersecurity technology company in its sale to a Fortune 100 financial services company. Deal involved many issues relating to cutting-edge security technology, including software developed with open source code and pursuant to US government contracts.
  • Represented PJ United, LLC, largest franchisee of Papa John’s Pizza Restaurants, in numerous acquisitions and divestitures.
  • Represented a founder in the sale of equity of a cybersecurity technology business and negotiated all aspects of the founder’s exit.
  • Represented an investor group in sale of preferred stock investment in a cybersecurity technology start-up.
  • Represented Toyota in sale of assets to Tesla Motors.
  • Represented a privately-held specialty piping manufacturing company in acquisition of a competitor via stock purchase with 338(h)(10) election.
  • Represented Bally Technologies, Inc., in acquisition of a patent portfolio of a competitor in the gaming industry.
  • Represented Summit Marine Services in its sale to Charter Brokerage.
  • Represented a privately-held data analytics firm in its investment (Series AA-1 Preferred Stock) in an analytics start-up.
Corporate Transactions and Corporate Compliance
  • Represents Toyota Motor North America, Inc., and its related entities on corporate and transactional matters and corporate compliance projects.
  • Served as lead outside counsel to Toyota in connection with Toyota’s new automobile manufacturing plant in Guanajuato, Mexico, managing issues relating to plant construction, on-site suppliers supporting the plant and numerous service providers to the plant.
  • Represented Toyota in its negotiation of a third-party manufacturing agreement with Subaru of Indiana Automotive, Inc., for the manufacture of 100,000 Camry vehicles annually at Subaru’s automobile manufacturing plant in Indiana.
  • Represents Toyota in its joint venture with Mazda North American Operations.
  • Advised automotive industry clients regarding contracting structure and terms for purchase of direct automotive parts and raw materials, manufacturing machinery, parts and components, and services agreements.
  • Represents CyrusOne (Nasdaq: CONE) in negotiation of customer agreements and leases of data center space.
  • Represented Festo Americas, LLC, in acquisition of real property for new facility in Ohio, including advising on state and local incentives and construction agreements.
  • Represented Toyota in structure and negotiation of alternative energy project for conversion of landfill gas into electricity for use at a Toyota automobile manufacturing facility.
  • Serves as outside general counsel to several emerging company and small business clients advising on growth-related issues, general corporate and commercial matters, and exit strategies.

Recognitions and Memberships

Recognitions

  • Chambers USA: Corporate/M&A in Ohio (2010 to 2017)
  • The Best Lawyers in America©
    • Ohio: Corporate Compliance Law (2014 to Present)
      • Best Lawyers® "Lawyer of the Year" (2015, 2017, 2019)
    • Ohio: Corporate Governance Law (2016 to Present)
      • Best Lawyers® "Lawyer of the Year" (2018)
    • Ohio: Corporate Law (2014 to Present)
    • Ohio: Mergers & Acquisitions Law (2016 to Present)
      • Best Lawyers® "Lawyer of the Year" (2020)
  • Cincy Magazine: Leading Lawyer (2011 to present)
  • Ohio Super Lawyers "Rising Star" (2005 to 2007, 2009, 2012 to 2013)
  • Law & Politics Magazine: Ohio's Top Young Lawyers (2006)
  • Cincinnati Business Courier: Forty Under 40 (2005)

Memberships

  • American Bar Association
    • Business Law Section: Mergers and Acquisitions Committee
    • Market Trends Subcommittee
  • Ohio State Bar Association
  • Kentucky Bar Association
  • Cincinnati Bar Association
  • Cincinnati Academy of Leadership for Lawyers (Class of 2004)

Publications

Alerts

Community

  • Leadership Cincinnati Class 40 (2017)
  • Association for Corporate Growth, Cincinnati Chapter: President (2012 to 2013)
  • Cincinnati Chamber's C-Change Program, Class 2
  • The Bacchanalian Society: Founding Member

Emerging Issues

Admissions

  • Ohio
  • Kentucky

Education

  • J.D., Washington and Lee University School of Law, 1998
  • B.A., University of Virginia, 1995, Echols Scholars Program