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Am Law 100 firm with practices in Business, Digital Assets and Data Management, Intellectual Property, Labor & Employment, Litigation and Tax.

Home | BakerHostetler

Mike Semes Authors Article for Tax Notes Regarding Maine Supreme Judicial Court and Express Scripts

Analia Gonzalez and Carl Ramos-Mrosovsky Named Future Leaders by Who’s Who Legal

2024 Advertising CLE Webinar Showcase

James Sherer Quoted in Bloomberg Article on AI Rules from the U.S. Government

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 is the Cincinnati Office Business Practice Group Leader, chairs the firm’s Technology in Manufacturing national industry team and is recognized as a leading corporate and M&amp;A attorney in Ohio. He regularly speaks and writes on transactional legal issues and is active in the ABA’s M&amp;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.

core/freeform

J.D., Washington and Lee University School of Law, 1998

B.A., University of Virginia, 1995, 

<ul>
<li>Chambers USA: Corporate/M&amp;A in Ohio (2010 to 2017, 2021 to 2023)
<ul>
<li>Band 3 (2021 to 2023)</li>
</ul>
</li>
<li>The Best Lawyers in America®
<ul>
<li>Ohio: Corporate Compliance Law (2014 to present)
<ul>
<li>Best Lawyers® &#8220;Lawyer of the Year&#8221; (2015, 2017, 2019)</li>
</ul>
</li>
<li>Ohio: Corporate Governance Law (2016 to present)
<ul>
<li>Best Lawyers® &#8220;Lawyer of the Year&#8221; (2018, 2021)</li>
</ul>
</li>
<li>Ohio: Corporate Law (2014 to present)</li>
<li>Ohio: Mergers &amp; Acquisitions Law (2016 to present)
<ul>
<li>Best Lawyers® &#8220;Lawyer of the Year&#8221; (2020)</li>
</ul>
</li>
</ul>
</li>
<li>Cincy Magazine: Leading Lawyer (2011 to present)</li>
<li>Ohio Super Lawyers &#8220;Rising Star&#8221; (2005 to 2007, 2009, 2012 to 2013)</li>
<li>Law &amp; Politics Magazine: Ohio&#8217;s Top Young Lawyers (2006)</li>
<li>Cincinnati Business Courier: Forty Under 40 (2005)</li>
</ul>

Cincinnati

Dallas

Chambers USA Guide 2023 Honors 147 BakerHostetler Attorneys and Recognizes 64 Practice Areas

Hundreds of BakerHostetler Attorneys Honored as 2023 Best Lawyers, Ones to Watch and Lawyers of the Year

Chambers USA Guide 2022 Honors 145 BakerHostetler Attorneys and Recognizes 62 Practice Areas

Ashley Hess Shares Insight on Recent Deals at M&A Market Trends Subcommittee Meeting

191 BakerHostetler Attorneys Named in 2022 “Best Lawyers” List; 10 Recognized as “Lawyer of the Year”

Chambers and Partners USA Honors 134 BakerHostetler Attorneys and 55 Practice Areas in 2021 USA Guide

BakerHostetler Names W. Ashley Hess Partner-in-Charge of the Firm’s Cincinnati Office

Ashley Hess Discusses Deal-Making During the Pandemic

195 BakerHostetler Attorneys Named in 2021 “Best Lawyers” List; 13 Recognized as “Lawyer of the Year”

White Paper Co-Authored by Ashley Hess, Katlin Rust, Steve McDevitt and Katherine Lowry Published in ILTA Quarterly Magazine

Ashley Hess, Katlin Rust, Steve McDevitt and Katherine Lowry Co-Wrote White Paper on Using AI in Contract Reviews for Force Majeure

Ashley Hess, Katherine Lowry Join Webinar on Force Majeure for COVID-19

BakerHostetler Introduces Multidisciplinary Digital Assets and Data Management Practice Group to Help Clients With ‘Everything Data’

Business

Mergers and Acquisitions

Corporate Governance

Private Equity

Digital Assets and Data Management

Emerging Technology

Russia-Ukraine War Resource Center

Industries

Automotive/Mobility

<h5>Mergers &amp; Acquisitions</h5>
<ul>
<li style="margin: 0in 0in 0pt;">Represented Mensa Brand Technologies, an aggregator of direct-to-consumer brands, in the purchase of health and beauty brands and structuring Mensa Brand&#8217;s U.S. presence.</li>
<li style="margin: 0in 0in 0pt;">Represented buyer in purchase of luxury auto dealerships in the U.S.</li>
<li style="margin: 0in 0in 0pt;">Represented a healthcare technology company in acquisition of a SaaS provider within the healthcare sector.</li>
<li style="margin: 0in 0in 0pt;">Represented a management group in equity rollover during a private equity platform investment.</li>
<li style="margin: 0in 0in 0pt;">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.</li>
<li style="margin: 0in 0in 0pt;">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.</li>
<li style="margin: 0in 0in 0pt;">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. </li>
<li style="margin: 0in 0in 0pt;">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 U.S. 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.</li>
<li style="margin: 0in 0in 0pt;">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.</li>
<li style="margin: 0in 0in 0pt;">Represented the largest franchisee of Papa John’s Pizza Restaurants in numerous acquisitions and divestitures.</li>
<li style="margin: 0in 0in 0pt;">Represented a founder in the sale of equity of a cybersecurity technology business and negotiated all aspects of the founder’s exit.</li>
<li style="margin: 0in 0in 0pt;">Represented an investor group in sale of preferred stock investment in a cybersecurity technology start-up.</li>
<li style="margin: 0in 0in 0pt;">Represented Toyota in sale of assets to Tesla Motors.</li>
<li style="margin: 0in 0in 0pt;">Represented a privately-held specialty piping manufacturing company in acquisition of a competitor via stock purchase with 338(h)(10) election.</li>
<li style="margin: 0in 0in 0pt;">Represented Bally Technologies, Inc., in acquisition of a patent portfolio of a competitor in the gaming industry.</li>
<li style="margin: 0in 0in 0pt;">Represented Summit Marine Services in its sale to Charter Brokerage.</li>
<li style="margin: 0in 0in 0pt;">Represented a privately-held data analytics firm in its investment (Series AA-1 Preferred Stock) in an analytics start-up.</li>
</ul>
<h5>Corporate Transactions and Corporate Compliance</h5>
<ul>
<li>Represents Toyota Motor North America, Inc., and its related entities in corporate and transactional matters and corporate compliance projects.</li>
<li>Represents Toyota in connection with the planning, opening and operation of Toyota Battery Manufacturing, Inc., an electric vehicle battery manufacturing plant.</li>
<li>Represented Toyota in its manufacturing joint venture with Mazda, known as Mazda Toyota Manufacturing, U.S.A., Inc.</li>
<li style="margin: 0in 0in 0pt;">Served as lead outside counsel to Toyota in connection with the planning opening and operation of Toyota’s 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.</li>
<li style="margin: 0in 0in 0pt;">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.</li>
<li style="margin: 0in 0in 0pt;">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.</li>
<li style="margin: 0in 0in 0pt;">Represents CyrusOne (Nasdaq: CONE) in negotiation of customer agreements and leases of data center space.</li>
<li style="margin: 0in 0in 0pt;">Represented Festo Americas, LLC, in acquisition of real property for new facility in Ohio, including advising on state and local incentives and construction agreements.</li>
<li style="margin: 0in 0in 0pt;">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.</li>
<li style="margin: 0in 0in 0pt;">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.</li>
</ul>

W. Ashley Hess

W. Ashley Hess

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