W. Ashley Hess

He | Him | His

Partner

Cincinnati
T +1.513.852.2621
F +1.513.929.0303
Dallas
T +1.214.210.1221
F +1.214.210.1201

"[Ashley Hess] takes a thoughtful, practical, business-oriented approach..."

— Chambers USA 2021

Overview

For nearly 25 years, Ashley Hess has been helping clients execute their strategic growth opportunities, whether through mergers and acquisitions, new investments in or acquisition of technology assets, or starting or expanding manufacturing capabilities.

Ashley is a corporate transactional attorney with broad experience representing public and private companies on matters ranging from mergers, acquisitions and divestitures, to joint ventures, corporate governance and complex corporate transactions. He has extensive experience in the automotive industry, including advising clients on issues related to autonomous vehicles, technology acquisitions, supply chain matters, joint ventures and other collaborative development relationships. Ashley’s practice has developed at the intersection of technology and manufacturing, including transactions involving SaaS businesses, robotics, artificial intelligence and emerging technologies. His experience includes acquisitions involving government contracting entities and acquisitions of technology assets developed pursuant to government contracts.

Ashley is the Cincinnati Business Leader, chairs the firm’s Technology in Manufacturing national industry and is recognized as a leading corporate and M&A attorney in Ohio. He 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.

Ashley is the Partner-In-Charge of the Cincinnati office and serves on the firm’s Operating Group.

Select Experience

Mergers & Acquisitions
  • Represented Mensa Brand Technologies, an aggregator of direct-to-consumer brands, in the purchase of health and beauty brands and structuring Mensa Brands’ U.S. presence.
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 Mensa Brand Technologies, an aggregator of direct-to-consumer brands, in the purchase of health and beauty brands and structuring Mensa Brands’ U.S. presence.
  • Represented Global Healthcare Exchange in acquisition of ExplORer Medical, Inc., a SaaS provider within the healthcare sector.
  • Represented a management group in equity rollover during a private equity platform investment.
  • Represented the U.S. entities of an international Tier 1 automotive parts supplier in the divestiture of the U.S. operations. The deal involved a transfer of assets in the U.S. entities to prepare for the sale and negotiation of a third party manufacturing agreement to service the U.S. operations of an automotive OEM post-sale.
  • Represented the corporate trustee holding a majority of the voting stock of Porocel Holdings, Inc. and Porocel International, LLC, in the negotiation and sale of those companies to Evonik Industries AG for $210 million.
  • Represented the corporate trustee holding a majority of the stock of The Ellison Group, Inc. and its affiliated entities, in the negotiation and sale of those companies to Bodycote Thermal Processing, Inc. and Bodycote Heat Treatment Canada, Inc. for $200 million.
  • 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 U.S. 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 U.S. government contracts.
  • Represented PJ United, 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 manufacturing joint venture with Mazda, known as Mazda Toyota Manufacturing, U.S.A., Inc..
  • 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, 2021)
    • Band 3 (2021)
  • 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, 2021)
    • 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)

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

Admissions

  • Ohio
  • Kentucky
  • Texas

Education

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