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Co-Editors
    Christopher J. Hewitt Partner

    Chris Hewitt is a businessman's lawyer.

    A corporate attorney with an M.B.A, Chris serves as a strategic advisor to the boards of directors and management of public and sophisticated private companies on mergers and acquisitions, takeover preparedness and defense, corporate governance, corporate counseling and SEC compliance. In short, Chris helps clients find solutions and avoid business problems.

    Business Transactions. Chris has the business acumen to assist clients not only in structuring, negotiating, and closing sophisticated business transactions, but also in strategically analyzing and understanding how the transaction relates to the client’s business. Chris began his career in the New York office of Skadden Arps and came to Tucker Ellis from Jones Day, where he was partner for nine years in the M&A practice group. As a result, Chris brings a "Big Law" sophistication to each matter, while crafting cost-effective solutions with Midwestern practicality. He understands that negotiating a transaction is not about keeping score on deal points won or lost or taking polarizing positions. Chris practices the art of "getting to yes" negotiating, which means not only effectively articulating the client’s interests in a transaction and making sure the documentation protects those interests, but also resolving, in a common-sense fashion, the myriad, idiosyncratic issues that often arise in transactions.

    As illustrated below in his representative transactions, Chris has negotiated numerous high-profile, multibillion-dollar acquisitions and divestitures, as well as many smaller deals, and has worked on transaction financing, including debt and equity offerings. He works with clients in industries such as energy, minerals and mining, manufacturing, retailing, media and technology, to name a few.

    Corporate Governance and Compliance. Now more than ever, boards of directors need the pragmatic advice of trusted lawyers like Chris who understand the issues directors face. Chris has extensive boardroom experience advising directors on the issues they confront in today’s dynamic corporate governance environment—experience that enables him to cut through the clutter and assist directors in making informed decisions.

    In addition, Chris has successfully defended large and small public companies in contests for corporate control, including both hostile takeovers and proxy contests, and has assisted numerous companies in responding to shareholder proposals. He has also assisted engaged shareholders in establishing a dialogue with the board and management of struggling public companies.

    Chris is frequently sought after to speak on corporate governance, M&A and securities laws matters, and has published several articles on these topics. He is also co-editor of the firm’s blog on corporate law, Lingua Negoti, which means “the language of business.”

    Chris is ranked in Chambers USA 2019 in the area of Corporate/M&A (Ohio), where sources describe him as "very knowledgeable in the M&A space" and "strong, accessible and responsive."

    Chris comes from a large family that includes two brothers and five sisters, and is a triplet with two of his sisters. He and his wife are the proud parents of three children. Chris is also a fitness nut, working out every morning before work.

    Jayne E. Juvan Partner

    Jayne Juvan serves as chair of the Mergers & Acquisitions and Securities & Capital Markets practice groups at Tucker Ellis. 

    She also serves as vice chair of the American Bar Association's Corporate Governance Committee, and she is the co-editor of the firm’s blog on corporate law, Lingua Negoti, which means “the language of business.”

    Jayne has a broad practice that touches upon a variety of disciplines and advises investors, boards of directors and management teams on corporate transactions, regulatory compliance and fiduciary duties. She counsels public and high-growth private companies, private equity funds, and venture capital funds from initial formation through all stages of the business life cycle.

    Jayne frequently can be found in the boardroom with directors as they make highly impactful, potentially transformative, and confidential decisions. She is often tapped to assist corporate boards to maximize effectiveness and institute best practices. As co-chair of the American Bar Association's Task Force on Director Misconduct, she is also regularly called upon to advise corporate boards during their most challenging situations.

    Whether making a decision to grow or divest corporate assets, clients in a variety of industries — including the heavily regulated health care industry — turn to Jayne for her strategic advice. She navigates complex issues that arise in transactions of all sizes and has been a key advisor on deals valued from approximately $5 million to more than $1 billion. Examples of other industries in which Jayne has served as counsel include financial services, technology, energy, transportation and logistics, and manufacturing.

    Jayne passionately stays abreast of emerging boardroom issues, macroeconomic and financial factors that impact global deal activity, and the potential influence of geopolitical events on corporate strategy. A frequent and sought-after writer and speaker featured in the Harvard Business Review and Forbes for her unique use of social media as an attorney, Jayne covers the daily developments in these areas on Twitter at twitter.com/jaynejuvan.

    Jayne and her husband Dan, who are both black belts in Tae Kwon Do, met in martial arts and competed nationally together in forms and freestyle sparring. Originally from Ohio, they are proud to call Cleveland home and enjoy raising their young twin sons Alexander and Zachary in the area.
     

Contributors
    Natalie L. Fine Associate

    Natalie Fine works on a broad range of corporate law matters.

    Natalie's practice focuses on business formation, governance, and financing. She also handles filings and maintenance for business trademarks with the United States Patent and Trademark Office.

    While in law school, Natalie gained valuable experience working on complex and routine business law issues as a Tucker Ellis corporate clerk and as a clinician at the Loyola Business Law Clinic. She also studied comparative international law under U.S. Supreme Court Justice Samuel Alito in Rome, Italy as a part of her International Law and Practice Certificate.

    With a background in philosophy and rhetoric, Natalie applies intentional writing, critical editing, and strong analysis to all reaches of her practice. These habits benefit clients in need of legal writings ranging from contract drafting to briefs and motions before the court.

    Natalie lives in the heart of Chicago and enjoys taking advantage of all the city has to offer. Outside of the office, she can be found running along Lake Michigan and spending time with friends.

    Ludgy A. LaRochelle Counsel

    Ludgy LaRochelle is a results-oriented business transactional attorney.

    Ludgy counsels businesses of all sizes through all phases of the business life cycle: from initial formation through operations, acquisitions, and restructuring to maturity and succession planning. He provides tailor-made solutions to clients in the areas of mergers, acquisitions, and divestitures; real estate transactions; corporate governance; intellectual property; and regulatory compliance. Ludgy represents clients across a broad range of industries, including manufacturing, technology, professional and financial services, and non-profits.

    Ludgy also represents private and public companies in connection with securities and corporate compliance matters, including SEC reporting, corporate governance, securities offerings, proxy matters, and investor relations issues.

    Ludgy lives in Highland Heights, Ohio, with his wife Candace and their two children. He is a member of the historic Antioch Missionary Baptist Church where he serves on its Board of Trustees, and he serves on the executive board of the Norman S. Minor Bar Association.

    Robert M. Loesch Partner

    Bob Loesch is a securities and corporate lawyer.

    He began his legal career as an attorney at the Securities and Exchange Commission’s Division of Enforcement in New York City, where he prosecuted violations of the federal securities laws. Bob brings over two decades of experience counseling both public and private companies in connection with securities and corporate compliance matters, including mergers and acquisitions, SEC reporting, exchange listing rules, corporate governance, board and committee matters, securities offerings, proxy matters, investor relations, state corporate laws, executive compensation, and general commercial matters.

    Bob maintains longstanding client relationships and often works with clients in an outside general counsel capacity. Bob’s understanding of their business goals allows him to work as a valued partner in achieving their business objectives.

    Upon leaving the SEC in 1995, Bob joined Baker Hostetler in Cleveland where he was a securities and corporate lawyer and a partner for 10 years. Bob joined Tucker Ellis in 2011.

    Bob also serves a New York Stock Exchange-listed commercial vehicle and automotive parts supplier client as its Assistant Secretary.

    Bob and his wife are the proud parents of two sets of twins, ages 18 and 15. In his spare time, Bob is active in the community and enjoys coaching kids’ sports, playing golf, and supporting Cleveland’s long-suffering sports teams.

    Arthur E. Mertes Partner

    Art Mertes provides high-caliber counsel to privately held middle-market and emerging growth companies, public companies, financial institutions, family offices/funds, investors, C-level executives, boards of directors, family-owned businesses, and entrepreneurs in a broad range of matters and industries.

    Art counsels growth-oriented companies of every size and often acts as their general counsel. He advises clients in matters involving business and capital structure, mergers and acquisitions, indemnification, private equity and venture capital, private placements and securities offerings, investor rights and preferences, commercial finance, IP commercialization, licensing and subscription agreements, intellectual property protection, customer agreements and T&Cs, joint ventures, distribution and supply, international transactions, executive employment, management equity and incentive compensation, corporate governance, and corporate contracts and agreements.

    Providing a business-focused perspective, Art carefully guides clients through the critical issues and unique elements involved in every issue or transaction, enabling them to execute efficient strategies and solutions that best meet their objectives. His industry experience includes software, health care, mobile, mobile telecom, data, IT, VAR eCommerce, trading technology, green/clean sector, waste, insurance, specialty consumer, real estate, manufacturing, distribution, and tech-enabled services.

    Before law school, he amassed real-world Fortune 500 sales, distribution, and technical experience for a major diversified industrial manufacturer, providing him a solid understanding of distribution models and manufacturing.

    A founding member of Synergy Law Group, Art joined Tucker Ellis to establish the firm's business and transactional law presence in Chicago and continue his commitment to delivering superior client service and value.

    Art holds an Illinois managing real estate broker license. He resides in Chicago where he enjoys spending time with his wife and two children, real estate investing and development, yoga, and supporting numerous charitable organizations.

    Daniel L. Messeloff Partner

    Daniel Messeloff works with companies ranging from multinational corporations to start-ups and small businesses to address, manage, and resolve their employment, labor, and other legal issues.

    With more than 15 years of experience, Dan knows when to settle claims and when to aggressively defend clients in court. He approaches each matter with the goal of minimizing clients’ potential legal liability and maximizing their overall business success. Whether drafting or revising corporate policies, leading employee training sessions, advising on compliance issues, or defending clients in trial, Dan works efficiently and effectively to resolve clients’ legal issues.

    An experienced litigator, Dan defends clients in disputes of all sizes arising under federal, state, and local laws prohibiting unlawful discrimination and harassment, as well as cases arising under the Employee Retirement Income Security Act of 1974 (ERISA), data privacy laws, and general commercial matters. He has litigated many multimillion-dollar employment lawsuits, including class- and collective-action claims and single-plaintiff discrimination cases. In leading the litigation of class action lawsuits, Dan handles all substantive and procedural aspects, including the investigation of potential claims, responding to complaints, motion practice, discovery, and class certification issues. He also represents clients in labor arbitrations, NLRB proceedings, and before federal courts.

    A sought-after speaker, Dan has presented on the topics of employment law and wage and hour issues to hundreds of corporate professionals. He has been published in major publications, including The New York Times, The Chicago Tribune, USA Today, The Washington Post, The Columbus Dispatch, and The New York Law Journal. He has also edited and contributed to both the Employment Class and Collective Actions blog and the Class Action Trends Report newsletter.

    While in law school, Dan clerked for Judge Michael Mukasey, Chief Judge of the United States District Court for the Southern District of New York, who later served as Attorney General of the United States.

    Before law school, Dan was a sportswriter for the National Baseball Hall of Fame, ESPN Magazine, Bloomberg News, and other publications.

    In his spare time, Dan enjoys reading, baseball, and spending time with his family.

    Glenn E. Morrical Partner

    Glenn Morrical helps companies and their owners start, grow, buy, finance, sell, and exit their businesses.

    Glenn has worked with businesses as diverse as financial services, manufacturing, retail, oil and gas, and software development companies. He guides public companies, broker-dealers, investment advisers, and private companies raising capital through the thickets of federal and state securities regulation. Glenn advises banks and their holding companies on transactional and regulatory matters, such as raising capital, buying and selling loan portfolios, branches, and whole banks and complying with supervisory requirements.

    Glenn often works with the boards of companies to make sure they are meeting their responsibilities and are positioned to defend themselves if challenged. With an M.B.A. in finance and years of counseling clients ranging from entrepreneurs to senior executives of public companies, Glenn brings clients an understanding of their business needs and realities, as well as an extensive knowledge of the law.

    Glenn is an avid scuba diver and, as a Master Scuba Diver Trainer, enjoys teaching new divers. Active in the Boy Scouts of America, he has attended Phimont Scout Ranch, Tinnerman Canoe Base, four National Jamborees, and two World Jamborees.

    Tod Northman Partner

    Tod Northman has almost 25 years of broad business and corporate law experience in commercial law, business transactions, artificial intelligence technology, contract negotiation and dispute resolution, mergers and acquisitions, and real estate.

    With a skillful combination of negotiations and corporate counseling, Tod helps guide clients through difficult situations with pragmatic advice and a can-do attitude. Tod represents publicly traded and privately held companies in diverse industries across the country and has particular expertise in the aviation and autonomous vehicles industries.

    In his aviation practice, Tod represents cargo conversion companies, maintenance and repair organizations, financial institutions, high-net worth individuals, and middle-market corporations in connection with the acquisition and disposition of corporate and commercial aircraft portfolios and the related financing and/or leasing thereof. He also advises clients on conversion contracts, maintenance, service and supply contracts, leases, and FAA and DOT regulatory matters.

    In his autonomous vehicles practice, Tod focuses on advising businesses on acquisitions, contract negotiation, corporate structure, artificial intelligence technology, and regulatory compliance.

    Kelli R. Novak Counsel

    Kelli Novak focuses her practice on health care law and assists a variety of industry clients with their litigation, business, and regulatory needs.

    While in law school at The University of Toledo College of Law, Kelli was a summer associate with Cleveland Clinic’s Law Department and a legal extern for the University of Toledo Health Science Campus. Through these invaluable experiences, she developed a clear understanding of client expectations and applies this unique perspective to diverse issues faced by health care clients.

    Since her admission to the Ohio bar in 2013, Kelli has litigated cases on behalf of providers, primarily including the defense of actions for medical malpractice, nursing home negligence, personal injury, and medical privacy violations. Kelli’s litigation experience has spanned across many Ohio state court jurisdictions, as well as arbitration proceedings.

    Kelli also counsels clients when they are faced with important business decisions, such as drafting and negotiating contractual terms and performing due diligence and risk assessments related to transactions.

    In her practice, Kelli frequently helps clients navigate complex health care regulatory issues, including billing disputes with and audits by government and private payors, Medicare and Medicaid provider enrollment suspensions and revocations, state licensure and certification requirements, fraud and abuse assessments, and HIPAA and HITECH concerns.

    Born and raised in Michigan, Kelli is proud to now call northeast Ohio home. She lives in Avon Lake with her husband Brian and their beagle Bernie. In her free time, Kelli enjoys cooking, traveling, and following professional and college sports.

    Jon W. Oebker Counsel

    Jon Oebker primarily focuses on white collar criminal defense and corporate investigations.

    Jon began his legal career as a judicial law clerk for the Eighth District Court of Appeals and spent the next nine years representing the state of Ohio both as an Assistant Attorney General and an Assistant Cuyahoga County Prosecutor. Jon has handled over 200 cases in both state and federal court and has argued 12 cases before the Ohio Supreme Court. As an Assistant Attorney General, Jon represented the State of Ohio in death penalty habeas corpus litigation in federal court. As an Assistant Prosecutor, Jon specialized in post-conviction litigation, including cases involving DNA evidence and newly discovered evidence.

    In private practice, the Ohio Association of Criminal Defense Attorneys asked Jon to write an Amicus brief in the Ohio Supreme Court. Jon was also appointed by the Ohio Supreme Court to represent a criminal defendant in a potential landmark case affecting criminal and appellate law in Ohio.

    Jon grew up on a farm in Avon, Ohio. His wife is an Assistant Medina County Prosecutor. They reside in Brecksville, Ohio, with their two children.

    M. Patricia Oliver Partner

    Pat Oliver shares her rich and diverse corporate and financial services background, savvy business acumen, and unique industry perspective as chair of the Tucker Ellis Financial Services industry team.

    Pat’s is a multifaceted career. In addition to her wide-ranging experience in the areas of securities, corporate governance, and mergers and acquisitions both within and outside the financial services industry, Pat maintains an active practice representing banks and thrifts before federal and state regulators. Her decades of private practice are complemented by invaluable service as an inside advisor.

    As a former executive vice president, general counsel, chief corporate governance officer, and corporate secretary of Fortune 500, NYSE-listed BB&T Corporation, Pat brought a fresh perspective to risk management by designing a legal department structure to further the company’s strategic objectives. During her tenure at BB&T, Pat and her legal team developed and successfully rolled out an “exceptional service and quality business model” (the “ESQ Model”). The client-centric model focuses on delivery of value-added services, maintaining effective partnerships with selected outside firms, and achieving significant reductions in legal spend. Managing and leveraging legal talent, achieving operational efficiencies, and tracking performance metrics round out the components of this model for managing a legal function as a business.

    Her private practice career path is punctuated by her tenure as a partner with Squire Sanders. Trained as a corporate generalist, Pat developed a passion for the financial services industry early in her career. As chair of Squire Sanders’s financial services practice, she developed a successful strategic plan for the firm's first cross-functional, industry-based practice. This multimillion-dollar, world-wide operation served as a valuable model for other industry-based practices, and drives Tucker Ellis’s approach to its own industry-based practices. She joins Tucker Ellis following a brief tenure with Vorys, Sater, Seymour and Pease, where she represented well-known Northeast Ohio-based financial institutions in matters of corporate governance, capital-raising, executive compensation, and mergers and acquisitions. Her intense focus on regulatory matters proved critical to clients challenged by significant scrutiny as a result of the recession.

    Pat’s forward-thinking, client-centric approach makes her a natural fit for Tucker Ellis and the firm’s commitment to providing a different and better client experience. Ethical, strategic, and team oriented, Pat strikes the right balance with clients as both their trusted advisor and their corporate quarterback—making sure all matters are handled by those best qualified and in the most efficient, cost-effective way.

    In her free time, you can find Pat enjoying a variety of activities, including golfing, watercolor painting, gardening, and cooking.

    Thomas W. Ostrowski Partner

    Tom Ostrowski is the chair of the Tucker Ellis Finance Group.

    His practice focuses on all aspects of commercial banking, including commercial loans, letters of credit, loan restructuring, agented and syndicated loans, and secured lending; corporate finance; and real estate financing.

    He has significant experience in commercial real estate and corporate finance matters, asset-based finance, healthcare lending, workouts, and structured and secured finance. He has represented various private equity funds and subordinated debt lenders and their portfolio companies.

    Tom’s family consists of his wife Erika and five children. When he’s not chasing their many pets, he spends much of his non-work time at swim meets, soccer games, and concerts.

    Emmanuel I. Sanders Associate

    Emmanuel Sanders focuses his practice on commercial litigation, including insurance coverage litigation and analysis, zoning disputes, construction, and data security and privacy.

    Emmanuel has experience with various aspects of litigation, including discovery, motion practice, and trial preparation.

    Before joining Tucker Ellis, Emmanuel clerked for Justice Neal Hendel of the Supreme Court of Israel. During his tenure, he assisted in drafting opinions on a wide range of topics, including tort law, defamation, securities regulation, marriage equality, and separation of church and state.

    When not practicing law, Emmanuel most enjoys spending time with his wife Anna and reading to, wrestling with, and tickling their three children Rutie, Mollie, and David.

    Daniel L. Schiau II Associate

    Dan Schiau is a business attorney who focuses on the economics of each transaction.

    Dan’s practice spans a broad range of business areas, including mergers & acquisitions, corporate governance, private equity, real estate, and real estate & commercial finance. With a background in economics, Dan applies a practical, business-centric approach when counseling clients. His goal is to help clients see the “forest through the trees” in even the most unfamiliar transaction setting.

    Dan represents buyers and sellers of various sizes and sophistication in corporate transactions. He has counseled both institutional and individual employee stock ownership plan (ESOP) trustees from the corporate perspective. He has also advised clients regarding bank mergers, including the acquisition of a national bank by a state-chartered bank and the merger of two national banks and their holding companies, in each case with publicly traded stock as part of the merger consideration. Dan's experience includes reviewing, analyzing, and interpreting complex agency regulations at the federal, state, and local levels and preparing disclosure schedules and other documents related to a reorganization and merger.

    In addition to corporate purchase and sale transactions, Dan routinely counsels clients in a variety of secured financing transactions, including representing both lenders and borrowers in project-based financings, as well as real property acquisition, development, and sale transactions involving one or more parcels of land. The diversity in Dan’s practice makes him a critical resource in any transaction involving financing or real estate aspects as it allows him to efficiently bridge the information gap between each side of the transaction to meet the client’s needs.

    A Cleveland native, Dan enjoys spending his free time with his wife Katie on Lake Erie. During football season, Dan can be found cheering on the Clemson Tigers.

    Jeffrey C. Sindelar, Jr. Counsel

    Jeff Sindelar develops winning strategies for clients in high-stakes litigation in trial and appellate courts across the United States.

    In every matter, Jeff keeps an eye towards the most efficient, effective path to victory for clients. He leverages his background as an appellate lawyer to devise litigation strategies to achieve success on dispositive motions and preserve those wins before appellate courts. Jeff has successfully defended clients on matters involving antitrust, contract disputes, construction accidents, consumer class actions, copyrights, drug and medical device products liability, medical malpractice, and toxic torts. He devotes a significant portion of his practice to defending FDA-regulated medical devices and drugs in federal multidistrict and state court litigation and, as a result, has gained a thorough understanding of the Federal Food, Drug, and Cosmetic Act and FDA regulations. He is frequently called upon to develop litigation strategy in high-profile, complex cases, including navigating contentious disputes regarding e-discovery.

    Jeff began his legal career as a law clerk to the Honorable Deborah L. Cook, U.S. Court of Appeals for the Sixth Circuit. He then worked on John McCain’s 2008 United States presidential campaign before entering private practice in Cleveland.

    Jeff lives in Broadview Heights with his wife and daughter. In his free time, he enjoys walking his dogs, running, and exploring the trails of the Cuyahoga Valley National Park.

    Christina Suh Associate

    Christina Suh focuses her practice on business transactions, commercial banking, corporate finance, and securities.

    She advises public and private companies on matters such as financing, commercial real estate, corporate governance, mergers and acquisitions and other corporate transactions.

    Before joining Tucker Ellis, Christina worked as a corporate legal intern for a large international law firm in New York and as a summer associate at Tucker Ellis. She also served as a judicial intern with the Honorable Judge Joseph Bianco, a federal district judge in the Eastern District of New York.

    Outside of professional activities, Christina enjoys cooking, yoga, and long-distance running. She is an avid runner and marathoner.

    John C. (Chaz) Weber Partner

    Chaz Weber represents regional and national banks and other capital providers on sophisticated financing transactions.

    Chaz’s experience includes a wide variety of secured transactions. He has served as agent counsel on significant syndicated credit facilities and has represented both senior and subordinate debt providers across a range of industries, such as industrial, multifamily, office, and retail. He has particular expertise in the financing of hospitality properties, and has negotiated management and franchise agreements with a number of the largest global lodging companies. In addition, Chaz regularly represents financial institutions and corporate borrowers on asset-based, cash flow, acquisition, and other commercial transactions. Chaz prides himself on being a trusted advisor to clients and a cooperative voice to resolve issues and move deals across the finish line.

    Outside of the office, Chaz enjoys hiking, golfing, traveling with his family, and coaching his kids' soccer teams. He and his wife, Jessica, live in Olmsted Falls with their three children.

ERISA
Perspectives on employee benefits, executive compensation and ERISA litigation to help you attract and retain talent.
lingua negoti
The language of business.
Ohio Environmental
Insights and commentary for the business and legal community.