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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 2018 in the area of Corporate/M&A (Ohio). Sources remark on his "commercial awareness, deep legal knowledge and remarkable negotiating skills," and clients "value his ability to "explain complex legalities in a simple way."

    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 including 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
    William H. Berglund Counsel

    Bill Berglund achieves diverse solutions to complex legal problems for pharmaceutical, medical device, and other product manufacturers in federal and state court litigation nationwide.

    Bill also represents and counsels hospitals, individual health care providers, and other regulated businesses with respect to medical privacy and data security issues and federal and state law compliance.

    Bill is well-versed in defending a wide variety of class actions, including consumer and product liability claims. He also has extensive experience managing client matters through federal multidistrict litigation (MDL), including the Judicial Panel on Multidistrict Litigation. He has led teams of lawyers and support staff drafting complex legal briefs, taking and defending depositions, and developing expert witnesses covering medicine, science, FDA/regulatory, product design, and manufacturing issues.

    Before becoming a lawyer, Bill was a Teach For America corps member and special education teacher at a high school near New Orleans, Louisiana, and remains passionate about helping children gain access to better education. Following law school, Bill was Law Clerk to the Honorable Carl J. Barbier, United States District Court, Eastern District of Louisiana.

    Bill and his wife Ellen reside in Shaker Heights. In his spare time, Bill enjoys running, baseball, and chasing after his four sons.

    Ludgy A. LaRochelle Associate

    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 17 and 13. 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.

    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 Associate

    Kelli Novak brings in-house experience with two Ohio-based health care systems to her practice.

    A former summer associate with Cleveland Clinic’s Law Department and a legal extern for the University of Toledo Health Science Campus, she developed a clear understanding of client expectations. Kelli applies this unique perspective to client issues involving medical institutions and providers, as well as employers outside the health care industry. She also defends companies against product liability claims involving pharmaceuticals and medical devices.

    In her free time, Kelli enjoys cooking, spending time in downtown Cleveland, 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.

    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.

    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 Counsel

    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.

Driverless
A podcast that analyzes legal issues surrounding autonomous vehicles.
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.