W. Ashley Hess

Experience

Corporate Transactions and Corporate Compliance

• Represents Toyota Motor North America, Inc., and its related entities on corporate and transactional matters, as well as 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 CyrusOne 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.
• Represented a privately-held data analytics firm in a venture capital investment (Series AA-1 Preferred Stock) in an analytics start-up.
• Serves as outside general counsel to Emerald International Corporation, a coal brokerage company.

Mergers & Acquisitions

• Represented a cybersecurity technology company in sale to a Fortune 100 financial services company via an asset purchase agreement. Deal involved many issues relating to cutting-edge security technology, including software developed with open source code and navigating government contracting regulations.
• Represented PJ United, LLC, largest franchisee of Papa John's Pizza Restaurants, in numerous acquisitions and divestitures.
• 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 asset acquisition of a patent portfolio of a competitor in the gaming industry.
• Represented Summit Marine Services, LLC, in sale to Charter Brokerage LLC.
• Represented an investor group in sale of its preferred stock investment in a cybersecurity technology start-up.

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)

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