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 business attorney who helps his clients efficiently execute their growth strategies and identify, assess and manage their business risks. Ashley works with public and privately held companies on corporate and transactional matters, with a focus on mergers and acquisitions, joint ventures, corporate governance and complex corporate transactions. He often serves as outside general counsel to privately held clients and as primary counsel to in-house legal teams on corporate matters for public company clients. Ashley has a depth of experience representing clients in the automotive industry and the manufacturing sector, including businesses developing and utilizing advanced manufacturing technologies. He also has completed a number of transactions in the restaurant 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 was named Best Lawyers® 2015 “Lawyer of the Year” for Corporate Compliance Law in Cincinnati. He is published by Practical Law Company in its Q&A Guide to Private Acquisitions in the United States. Additionally, Ashley serves on the Market Trends Subcommittee of the ABA, which publishes the Private Target Deal Points Studies (2007, 2009, 2011 and 2013).

Select Experience

  • Represents Toyota's North American manufacturing and sales operations on corporate and commercial matters.
  • Represented Toyota in its negotiation of third-party manufacturing agreement with Subaru of Indiana Automotive, Inc.
  • Represented Humana Inc. in negotiation of alliance agreement with CareSource Management Group Co. for service of Medicaid and Medicare beneficiaries including dual eligibles.
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Experience

  • Represents Toyota's North American manufacturing and sales operations on corporate and commercial matters.
  • Represented Toyota in its negotiation of third-party manufacturing agreement with Subaru of Indiana Automotive, Inc.
  • Represented Humana Inc. in negotiation of alliance agreement with CareSource Management Group Co. for service of Medicaid and Medicare beneficiaries including dual eligibles.
  • Represented Toyota Motor Manufacturing, California, Inc., in sale of assets to Tesla Motors.
  • Represented CyrusOne Inc. in acquisition of EP.Net, LLC, to acquire technology assets.
  • Represented CyrusOne in negotiation of customer 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 PJ United, LLC, largest franchisee of Papa John's Pizza Restaurants, in numerous acquisitions and divestitures, including acquisition of 26 Papa John's restaurants.
  • Represented Summit Marine Services, LLC, in sale to Charter Brokerage LLC.
  • Represented private investor group in growth equity investments in Bannockburn Global Forex, LLC.
  • Serves as outside general counsel to Emerald International Corporation, a coal brokerage company.
  • Represented Toyota in structure and negotiation of alternative energy project for conversion of landfill gas into electricity for use at Toyota's manufacturing facility in Georgetown, Kentucky. 
  • Represented Toyota in negotiation of on-site supplier leases and services agreements.
  • Represented Industrial Piping, Inc., in securing line of credit with later increases.
  • Represented Industrial Piping, Inc. in acquisition of Scott Process Systems, Inc., via stock purchase with 338(h)(10) election.
  • Represented Industrial Piping, Inc., in adoption and implementation of an equity incentive plan.
  • Represented Bally Technologies, Inc., in asset acquisition to acquire a competitor in the gaming industry.
  • Represented cybersecurity company in sale to a financial services company via an asset purchase agreement. Deal involved many issues relating to cutting-edge software security technology, including open source, intellectual property and government contracts.

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

  • 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

Education

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