W. Ashley Hess

Partner

Cincinnati
T +1.513.852.2621
F +1.513.929.0303

"Ashley Hess is a strong corporate attorney with a wealth of experience."

— Chambers USA 2014

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.

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 and 2017) and Corporate Governance Law (2018). Additionally, Ashley serves on the Market Trends Subcommittee of the ABA, which publishes the Private Target Deal Points Studies.

Select 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.
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.
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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.

Recognitions and Memberships

Recognitions

  • Chambers USA: Corporate/M&A in Ohio (2010 to 2017)
  • The Best Lawyers in America©
    • Cincinnati: Corporate Compliance Law (2014 to 2018)
      • Best Lawyers® "Lawyer of the Year" (2015, 2017)
    • Cincinnati: Corporate Governance Law (2016 to 2018)
      • Best Lawyers® "Lawyer of the Year" (2018)
    • Cincinnati: Corporate Law (2014 to 2018)
    • Cincinnati: Mergers & Acquisitions Law (2016 to 2018)
  • 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)

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