The attorneys at Niehaus Wise and Kalas Ltd represent clients throughout Toledo and Ohio in various business and commercial transactions. Our areas of practice include corporate law, banking, venture capital, securities, renewable energy, international law, commercial litigation, construction litigation, creditor-debtor law, bankruptcy, real estate transactions, and labor and employment law. Our transactional experience includes:
Banks and Financial Institutions
- Drafting private placement memorandum to capitalize DeNovo community bank.
- Representing a publicly traded bank in its acquisition of a trust company.
- Representing a community bank in its merger with a publicly traded bank.
- Representing a publicly traded bank in a public offering of securities.
- Drafting and reviewing proxy statements, annual reports, registration statements, and other security filings with the U.S. Securities and Exchange Commission.
- Organizing a bank holding company and a community bank and establishing bank branches.
- Advising public and private banks regarding fiduciary duty and corporate governance-related matters, including those arising as a result of the enactment of the Sarbanes-Oxley Act, as well as other director, officer, and committee responsibilities.
Business and Corporate Transactions
- Representing a manufacturing company in its merger with a publicly traded company.
- Representing a photovoltaic solar company in its acquisition and financing of a manufacturing plant.
- Representing a startup solar company on solar project financing matters, solar project development, and manufacturing matters and negotiating royalty agreements for its patented technology.
- Representing an international franchisor in project financing and the restructuring of debt.
- Representing a mining company in forming a joint venture with an international mining firm and negotiating mineral leases.
- Representing a telecommunications company in its expansion throughout the United States.
- Representing an export company in negotiating a letter of credit and shipping contract for the international shipment of goods.
- Conducting a due diligence investigation of potential targets of acquisition for a military supply company.
- Representing a seller in the sale of an automotive dealership.
Commercial and Corporate Real Estate
- Representing a franchisor in the acquisition of multiple gas station franchise locations.
- Representing a company in the sale of an environmentally contaminated property.
- Representing a manufacturing company in the acquisition of commercial property and drafting of a commercial lease agreement.
- Representing a food distributor in the purchase of warehouse facilities.
- Representing an investor in acquiring an interest in a commercial and mixed-use development project.
- Representing a commercial and industrial property owner in obtaining tax abatements.
Commercial Litigation and Arbitration (domestic/international)
- Representing an American steel company in an arbitration dispute against a Ukrainian company before the International Court of Arbitration in Paris, France.
- Representing a publicly traded bank before the American Arbitration Association.
- Representing a building company in submitting claims under public bond projects.
- Representing American and foreign corporations with respect to civil litigation in federal and state courts.
- Serving as local Michigan and Ohio counsel for national and international companies.
Renewable Energy – Natural Resources and Project Finance
- Representing a steel company in the purchase of a steel mill in Ohio.
- Representing a mining company in the sale of coal mines in Arkansas.
- Representing a photovoltaic solar company in financing its initial production line in Ohio.
- Representing a solar manufacturing company in its expansion in China.
- Representing a biodiesel company with financing an expansion of its biodiesel facility.
- Representing an ethanol company in financing its expansion in Illinois and Iowa.
- Representing an oil company in the drafting and sale of oil and mineral leases throughout Ohio.
- Representing a mining company in the negotiation and acquisition of mineral leases in Indonesia, Mongolia, and China.
- Representing an American manufacturing company in its merger with a publicly traded Canadian company.
- Representing an American manufacturing company in the sale and export of equipment to a division of the Bangladesh government.
- Representing an American steel company in dismantling and shipping a steel mill to the Ukraine.
- Representing a Cayman Island mining company in negotiating and establishing mineral leases in Indonesia, Mongolia, and China.
- Representing American companies establishing registered offices in China.
- Representing an American mining company in establishing a subsidiary in Mongolia.
- Representing an American manufacturing company in drafting contracts for outsourcing manufacturing work to India.
- Representing a Guam telecommunications company in project financing in the United States.
- Representing a Chinese solar firm in establishing subsidiary companies in Ohio.
- Representing a Chinese manufacturer in its expansion into the United States.
- Serving as corporate counsel for Canadian and Chinese companies in connection with their business interests throughout the United States.
Labor and Employment Law
- Representing corporations regarding employee matters before the Equal Employment Opportunity Commission, U.S. Department of Labor, and Ohio Civil Rights Commission.
- Drafting and reviewing executive incentive compensation packages, stock option plans, and executive employment agreements.
- Drafting and reviewing employee handbooks and employment contracts.
Securities and Private Equity
- Representing a photovoltaic solar company in a placement of a $7,000,000 Series A stock offering.
- Representing a telecommunications company in a $12,000,000 Series B stock offering.
- Representing a solar manufacturer in a placement of a $22,000,000 Series B stock offering.
- Representing a community bank in a private placement offering of $20,000,000 of common stock.
- Representing a telecommunications company in a private placement offering of $8,000,000 of preferred units.
- Representing a commercial real estate investment firm in a private placement offering of $2,300,000.
- Representing a franchisor in a private placement offering of $4,500,000.
- Representing and counseling officers and directors of publicly-held companies with respect to fiduciary duties, responsibilities, and liabilities under international, federal, and state securities acts.
Niehaus Wise and Kalas Ltd, seeks to complete each transaction to the satisfaction of our clients by performing in-depth research and providing diligent, conscientious service. For experienced legal advice, contact Niehaus Wise and Kalas Ltd.