Business Law Practice Areas

Business Entities

1. Formation of business entities, corporations, limited liability companies, partnerships, limited partnerships, limited liability partnerships, joint ventures, business trusts, real estate trusts.
   
   
2. Mergers, consolidations, recapitalizations, reorganizations, acquisitions, divestitures, and dissolutions of the foregoing entities.
   
   
3. Buy-sell agreements, shareholders' agreements, close corporation agreements, voting trust agreements, partnership agreements, limited partnership agreements, joint venture agreements, business trust agreements, operating agreements, redemption agreements.
   
   
4. Resolving and litigating disputes between and among shareholders, partners, owners, co-venturer, and trustees and beneficiaries.
   
   
5. Private placements, equity infusions, stock options, phantom stock options, warrants, preferred shares, convertible shares, non-voting shares.
   
   
6. Succession planning including structuring the business entity to provide for control and continuation of operations after death of owner/entrepreneur, despite new owners (whether and/or employees).
   
   
7. Hybrid transactions involving issues relating to business entities and real estate matters.
   
   
8. Corporate governance issues; breach of fiduciary duty by shareholders, partners, owners, management; shareholder derivative suits; minority shareholder actions.

Business Law and Transactions

1. Acquisitions and sales of business entities and/or assets/divisions.
   
   
2. Management agreements, franchise agreements, licensing agreements.
   
   
3. Non-compete agreements, non-piracy agreements, non-disclosure agreements, restrictive covenants.
   
   
4. Transactions involving liquor licenses, certificates of need, check cashing licenses.
   
   
5. Employment agreements, producer agreements, sales representative agreements, consulting agreements, deferred compensation agreements, independent contractor agreements, employee leasing, "rabbi" trusts.
   
   
6. Split dollar insurance agreements.
   
   
7. Business disputes.
   
   
8. Small businesses and family businesses.
   
   
9. Structuring business ventures.

Commercial Law and Transactions

1. Contracts and subcontracts.
   
   
2. Equipment leasing, bailment agreements, use agreements.
   
   
3. Supply agreements, requirements contracts.
   
   
4. Bills of sale; bills of lading.
   
   
5. Loan transactions(represent both lenders and borrowers) including loan agreements, promissory notes, cognovit notes, venture capital agreements, security agreements, convertible notes, mortgages, UCC financing statements, guarantees.

If you or someone you know needs the assistance of an experienced Dayton, Ohio Business Lawyer, call Myers & Frayne Co., LPA, today at 866-723-5272, or complete the contact form provided on this site to schedule a free consultation.

Business Law Legal Definitions

Employment Law:
Employment Law is a growing and ever-changing body of state and federal statutes, rules, regulations, ordinances, judicial precedents and administrative rulings touching on the legal rights and obligations of employers and employees, and of their respective affiliated organizations.  One or another aspect of employment law affects virtually every facet of commercial activity in the modern marketplace.

Real estate financing and transactional services:
Typically, as they expand, growing businesses become more and more involved in real estate transactions, ranging from office space to retail store properties to warehouses and shopping mall syndication.  A qualified business lawyer can provide valuable assistance in traditional real estate purchase, sale and leasing transactions, and in dealing with environmental and various other issues arising out of industrial and agricultural redevelopment projects.

Securities Litigation:
In the course of financing their expansion, businesses commonly turn to one or more activities involving the sale of securities, ranging from the funding and formation of start-up companies to buying and selling professional practices, assets, divisions and companies, and engaging in private stock offerings and re-sales.  Businesses may also get involved with such things as structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions. 

Business contracts:
Business contracts are written agreements spanning a broad range of the business relationships that occur in the life of a typical company.  They can include non-compete agreements, non-piracy agreements, non-disclosure agreements, restrictive covenants, employment agreements, producer agreements, sales representative agreements, consulting agreements, management agreements, franchise agreements, licensing agreements, deferred compensation agreements and independent contractor agreements.

Intellectual Property:
The term "intellectual property" refers to a "creation of the intellect" that has commercial value, such as copyrighted literary or artistic works, and ideational property, such as patents, appellations of origin, business methods, names, images, and designs used in commerce and in industrial processes.

Mergers and Acquisitions:
The phrase "Mergers and Acquisitions" refers to corporate finance strategy and management dealing with the merging and acquiring of different companies as well as other assets.  Usually mergers occur in a friendly setting where executives from the respective companies participate in a due diligence process to ensure a successful combination of all parts.  Corporate mergers are often aimed at reducing market competition.  On other occasions, acquisitions can occur through hostile takeover by a "corporate raider" purchasing the majority of outstanding shares of a company in the open market.  In the United States, business laws vary from state to state whereby some companies have limited protection against hostile takeovers.

Technically, what differentiates a merger from an acquisition is how it is financed.  Simply put, a merger is a combination of two companies into one larger company.  A "merger" or "merger of equals" is often financed by an all-stock deal (a stock swap).  An all-stock deal occurs when all of the owners of stocks of either company get the same amount of stock in the new combined company.  The term "demerger" is sometimes used to indicate the effective opposite of a merger, where one company splits into two, the second often being a separately listed stock company if the parent was a stock company.  An acquisition (a larger company buying out a smaller company) can involve a cash and debt combination, or just cash, or a combination of cash and stock of the purchasing entity, or just stock.  In addition, the acquisition can take the form of a purchase of the stock or other equity interests of the target entity, or the acquisition of all or substantially all of its assets.

Succession planning:
Succession planning is the process of identifying and grooming suitable replacements, through mentoring and training, for such key company employees as a CEO upon the expiration of his or her term of office.

Franchises and other types of business marketing:
A great many small businesses in the marketplace today are operated not as purely independent businesses, but as franchises, distributorships, or any of various types of licensing arrangements.  All of these businesses are created through written agreements containing express and implied warranties, and it is not uncommon for issues to arise resulting in litigation.

Licensing and commercial contracts:
Business services attorneys counsel clients in a wide range of commercial and intellectual property (IP) transactions.  They provide assistance in structuring, drafting, reviewing and negotiating commercial and IP agreements related to the development, acquisition and commercialization of technology, IP, goods or services.  The types of agreements involved in these transactions include:

• Software license, maintenance and support, source code escrow, end user license, patent and other technology license agreements
• Development agreements
• Purchase and supply agreements
• Manufacturing agreements
• Distribution, reseller, value-added reseller (VAR) and original equipment manufacturer (OEM) agreements
• Referral, marketing agreements
• Employment, consulting, technical services and outsourcing agreements
• Joint venture, strategic partner, technology transfer agreements
• E-commerce and Internet-related agreements (including web-based hosting agreements, application service provider (ASP) agreements, web site development, privacy policies and website terms of use)
• Non-disclosure agreements

Sales Commission Disputes:
In avoiding sales commission litigation there is no substitute for an artfully drafted agreement spelling out precisely how and at what rate sales representatives are to receive commissions.  Common usage and custom are also taken into consideration by courts in determining the issues, even where there is a written agreement.

Trade Secrets:
A trade secret is any information that can be used in the operation of a business or other enterprise and that is sufficiently valuable and secret to afford an actual or potential economic advantage over others.  Trade secret difficulties can be eliminated or, at least, minimized by effective legal language in employment and/or severance agreements, but situations will still arise from time to time where litigation presents the only viable solution.

Contract Remedies:
Contracts are the very stuff upon which the marketplace is founded, and they provide the basis for a large share of business litigation.  The remedies for breach of contract include money damages and injunctive relief expressly directing one of the parties to perform a contractual obligation.  This remedy involves a form of injunction called a “specific performance” decree.  The remedy of specific performance is often called an “extraordinary” equitable remedy, in that courts will not grant specific performance except in a sharply limited number of circumstances.  Punitive damages are not an available remedy in a contract lawsuit.

Business Litigation:
Business litigation is the area of law that provides assistance in the preparation and presentation of a lawsuit or other resort to the courts to determine a legal question or matter in business situations.  Business can be any activity or enterprise entered into for profit, usually a company, a corporation, partnership or any such formal organization.  Business lawyers advise and represent businesses and financial institutions in such areas as business torts, class actions, complex contracts, financial forensics, government investigations, international dispute resolution, professional relations, real estate disputes, securities and antitrust, technology and intellectual property, professional malpractice, shareholder and corporate governance and telecommunications.  Business lawyers place an emphasis on achieving or defending against pre-judgment remedies, including pre-judgment orders for writs of possession, attachments, temporary restraining orders, and injunctions, as well as arbitration or mediation settlements and monetary compensation resulting from lawsuits.  Transactional business lawyers represent clients in matters relating to, but not limited to, organizational, operational and contractual documents for corporations, partnerships and limited liability companies, commercial transactions, mergers, real estate acquisitions, leasing and development and commercial financing.

Alternative Dispute Resolution:
Business disputes can be resolved traditionally, by way of litigation.  This involves the filing of a lawsuit in court that is then answered by the defendant.  Over a period of months and sometimes even years, a lawsuit makes its way through the system, ultimately to be decided by a judge sitting alone, or by a jury, presided over by a judge.  It is an expensive, tedious and time-consuming process.  The modern trend in the economic world is away from the courthouse in favor of one or the other of two less formal, less expensive, faster and more efficient methods of conflict resolution, called "mediation" and "arbitration."

Mediation:
Mediation is one form of Alternative Dispute Resolution that is gaining in popularity in business litigation matters.  In this process the parties jointly select a mediator, usually a lawyer known by both sides to be honest and fair and, more importantly, known to have experience with the type of issues involved in the mediation. Each side submits written factual summaries to the mediator, together with any legal citations that seem appropriate.  

There is a meeting, usually at the mediator's office.  The mediator meets first with both sides, inquiring whether or not there has been any progress toward settlement, and if so, he or she may invite the parties to use his office to discuss the matter further.  If they decide to do that the mediator usually leaves the room for a time, to give both sides a chance to communicate freely.  Upon returning, if the parties have not reached any agreement, the mediator will meet with one side separately, commenting on that side's factual summary and legal citations, expressing an opinion as to the probable outcome if the issues are litigated, and finally, making a recommendation with regard to settlement.  Then the mediator meets with the other side, separately, and repeats the process.  The mediator gives both sides an opportunity to meet with their respective attorneys and discuss the mediator's interpretation of the case and settlement recommendations.  Then all come together again and the mediator attempts to urge both sides toward a common ground of settlement approximating the recommendation he or she has made.  Frequently, the parties will reach a settlement agreement, either on the terms recommended or upon some other and different terms.  The mediator has no authority to impose a settlement, so the parties remain free to resolve their dispute in court.

Arbitration:
Arbitration is a method of Alternative Dispute Resolution.  In this process, the parties jointly select a lawyer to act as arbitrator.  The idea is to choose someone with an outstanding reputation for personal and professional integrity, with heavy litigation experience involving cases similar to the one in which the parties are currently involved.  The parties may select either "binding" or "non-binding" arbitration.  Some lawyers discourage their clients from participating in "non-binding" arbitration, seeing futility in the expense and inconvenience of a process that may prove a waste of time.  Other attorneys discourage their clients from participating in "binding" arbitration, so that their options are preserved in the event of an unreasonable adverse ruling by the arbitrator.

Arbitration is more like a trial than is Mediation.  For one thing, in binding arbitration the arbitrator's decision is virtually the same as a judgment.  In both types, however, the arbitrator actually renders a decision, as opposed to simply making a recommendation.  Each side submits an arbitration brief, containing a summary of relevant facts, a list of the legal issues thought relevant, and reference to the applicable law.  There is a hearing in the nature of a trial, but much less formal.  It is usually held at the arbitrator's office.  Sworn testimony may be offered, subject to cross-examination.  The attorneys usually join in a stipulation agreeing that certain specified facts are not in dispute.

The rules of evidence are less rigorously applied in arbitration hearings than in trials.  Sometimes the arbitrator announces a decision at the end of the hearing, but more often, the case is taken under submission by the arbitrator, the decision being communicated by letter to both sides within a week or two.  The arbitration process takes a lot of pressure off the court system, and it has proven itself as an effective alternative method for the resolution of disputes.

Business Formation:
There really isn’t any need for legal counsel in forming a sole proprietorship, but other forms of business organization are a good deal more complicated and are best accomplished with the assistance of a lawyer.  These include the formation of partnerships, limited liability companies and corporations.

Business and Corporate Services:
Business and corporate services involves advising companies and investors in the purchase, sale and mergers of businesses.  The services provided include forming and funding start-up companies, buying and selling practices, assets, divisions and companies, engaging in private stock offerings and re-sales, structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions.

If you or someone you know needs the assistance of an experienced Dayton, Ohio Business Lawyer, call Myers & Frayne Co., LPA, today at 866-723-5272, or complete the contact form provided on this site to schedule a free consultation.

Myers & Frayne Co., LPA, place top priority on representing their clients vigorously and ethically to achieve the best results possible.

If you or someone you know needs the assistance of an experienced Dayton, Ohio Business Lawyer, call Myers & Frayne Co., LPA, today at 866-723-5272, or complete the contact form provided on this site to schedule a free consultation.

ADDRESS OF THE FIRM:
Myers & Frayne Co., LPA
18 W. First Street, Suite 200
Dayton, OH 45402
Phone: 866-723-5272
Free Initial Consultations



Attorney Anne M. Frayne

COURTS ADMITTED:

• Ohio state courts, 1979
• U.S. District Court for the Southern District of Ohio, 1980
• U.S. Tax Court, 1984
• U.S. Supreme Court, 2000
• U.S. District Court for the Northern District of Ohio
• U.S. Court of Appeals, Sixth Circuit

EDUCATION:

• Ohio State University College of Law, J.D., honors in law, 1979
• Ohio State University, B.S., summa cum laude, 1976

MEMBERSHIPS:

• Dayton Bar Association
• Dayton Women's Bar Association
• Ohio State Bar Association
• Ohio State Women's Bar Association
• American Bar Association
• American Bankruptcy Law Forum (Dayton chapter)
• American Business Women's Association (Dayton chapter)

OTHER ACTIVITIES:

• Conducted various seminars on estate planning, women in business and women in law
• Authored many articles on topics such as bankruptcy, commercial real estate and succession planning
• Conducted estate planning seminars for Morgan Stanley Dean Witter