Overview
Todd’s practice focuses on corporate and business law and he has extensive experience with mergers, acquisitions and divestitures.
He represents buyers, sellers, and investors in transactions involving both privately and publicly held companies. Additionally, Todd advises companies on capital formation, commercial transactions, corporate organization, governance, and compliance.
Todd has become increasingly involved in guiding businesses in the rapidly evolving medical and recreational cannabis markets. In collaboration with the Frantz Ward’s Cannabis Group, Todd is uniquely positioned to meet the needs, challenges, and opportunities facing retailers, processors, growers, and related stakeholders in the cannabis industry.
Prior to focusing his practice on corporate law and transactional matters, Todd regularly managed business litigation matters and represented companies, securities broker-dealers, banks, and financial institutions in complex business disputes.
Representative Experience
- Represented a publicly held transportation company in a $150 million private placement of preferred stock and warrants to a private equity fund in a change of control transaction.
- Represented a family-owned automobile dealership business in the $70+ million sale of its dealership asset and real estate holdings.
- Represented the special committee of the board of directors of a publicly held transportation company in a $56 million going private merger with a private equity fund.
- Represented an ESOP-owned automotive parts manufacturing company in connection with the $23 million sale of equity to a private equity fund.
- Represented an institutional pharmacy in a $22 million divestiture of substantially all its assets.
- Represented a national ferrous and non-ferrous metal products manufacturing, processing and distributing company in the $21 million leveraged buyout of a competitive manufacturing company, including the negotiation and documentation of the asset purchase and senior financing.
- Represented a multi-national logistics company in a $20 million divestiture of an affiliated Canadian bottling company.
- Drafted and negotiated terms of equipment purchase and sale agreements for a global leader in the manufacture of underground excavation equipment.
- Drafted and negotiated terms of national and international sales representative agreements for a global manufacturer/seller of laser cutting equipment and machinery.
- Represented a multi-national logistics company in the assessment, evaluation and implementation of corporate compliance policies applicable to its diverse business operations throughout North and South America.
- Represented a real estate developer in site selection, acquisition, land use approval process and development in connection with multiple hotel projects.
- Represented numerous privately held companies in structuring and consummating venture capital transactions and securities offerings.
- Represented a manufacturer in defense of a multimillion-dollar successor liability lawsuit in Federal District Court and successfully obtained summary judgment and a decision from the U.S. Court of Appeals, Sixth Circuit affirming the decision.
- Represented a federal savings bank in the favorable resolution of a complex business dispute involving the financing of a multi-million-dollar downtown Cleveland, Ohio office building and hotel project.
Education & Admissions
Education
- Cleveland State University College of Law J.D., magna cum laude, 2000
- Miami University B.A., 1997
Bar and Court Admissions
- State of Ohio
- State of Florida
- U.S. Court of Appeals, Sixth Circuit
- U.S. District Court, Northern District of Ohio
Involvement
Professional Affiliations
- Ohio State Bar Association, Member
- Cleveland Metropolitan Bar Association, Member
- Florida Bar Association, Member
Awards & Honors
- Recognized by The Best Lawyers in America® in Corporate Law (2021 – Present) and Business Organizations (including LLCs and Partnerships) (2023 – Present)
- Named to the Ohio Super Lawyers Rising Stars list (2010)
Publications
- “PPP Roundup as of June 16, 2020,” Frantz Ward Client Alert (June 2020)
- “The CARES Act: Paycheck Protection Program,” Frantz Ward Client Alert (March 2020)
Presentations & Lectures
- “Assets or Equity and Accompanying Liability Considerations,” Association of Corporate Counsel, Cleveland, OH (August 2022)
- “The Aftermath of Government Lending Programs Created During the Pandemic,” Association of Corporate Counsel, Cleveland, OH (August 2021)
- “COVID Commentary: Paycheck Protection Program (PPP) Loan Forgiveness: Tips, Tricks and Updates,” Frantz Ward Webinar (September 2020)
- “COVID Commentary: Payroll Protection Program – Updates and Lessons Learned for Round 2 and Keys to Forgiveness for Both Rounds,” Frantz Ward Webinar (April 2020)
- “Crowdfunding,” Association of Corporate Counsel, Cleveland, OH (August 2019)
- “Corporate Organization and Obtaining Financing,” Association of Corporate Counsel, Cleveland, OH (August 2019)
- “Role of Intellectual Property in Business Acquisitions,” Panelist, Renner Otto IP and Business Seminar (November 2017)
- “Business Succession and Exit Planning,” Construction Employers Association Frantz Ward Legal Series, Cleveland, OH (October 2016)
Representative Experience
- Represented a publicly held transportation company in a $150 million private placement of preferred stock and warrants to a private equity fund in a change of control transaction.
- Represented a family-owned automobile dealership business in the $70+ million sale of its dealership asset and real estate holdings.
- Represented the special committee of the board of directors of a publicly held transportation company in a $56 million going private merger with a private equity fund.
- Represented an ESOP-owned automotive parts manufacturing company in connection with the $23 million sale of equity to a private equity fund.
- Represented an institutional pharmacy in a $22 million divestiture of substantially all its assets.
- Represented a national ferrous and non-ferrous metal products manufacturing, processing and distributing company in the $21 million leveraged buyout of a competitive manufacturing company, including the negotiation and documentation of the asset purchase and senior financing.
- Represented a multi-national logistics company in a $20 million divestiture of an affiliated Canadian bottling company.
- Drafted and negotiated terms of equipment purchase and sale agreements for a global leader in the manufacture of underground excavation equipment.
- Drafted and negotiated terms of national and international sales representative agreements for a global manufacturer/seller of laser cutting equipment and machinery.
- Represented a multi-national logistics company in the assessment, evaluation and implementation of corporate compliance policies applicable to its diverse business operations throughout North and South America.
- Represented a real estate developer in site selection, acquisition, land use approval process and development in connection with multiple hotel projects.
- Represented numerous privately held companies in structuring and consummating venture capital transactions and securities offerings.
- Represented a manufacturer in defense of a multimillion-dollar successor liability lawsuit in Federal District Court and successfully obtained summary judgment and a decision from the U.S. Court of Appeals, Sixth Circuit affirming the decision.
- Represented a federal savings bank in the favorable resolution of a complex business dispute involving the financing of a multi-million-dollar downtown Cleveland, Ohio office building and hotel project.
Education & Admissions
Education
- Cleveland State University College of Law J.D., magna cum laude, 2000
- Miami University B.A., 1997
Bar and Court Admissions
- State of Ohio
- State of Florida
- U.S. Court of Appeals, Sixth Circuit
- U.S. District Court, Northern District of Ohio
Involvement
Professional Affiliations
- Ohio State Bar Association, Member
- Cleveland Metropolitan Bar Association, Member
- Florida Bar Association, Member
Awards & Honors
- Recognized by The Best Lawyers in America® in Corporate Law (2021 – Present) and Business Organizations (including LLCs and Partnerships) (2023 – Present)
- Named to the Ohio Super Lawyers Rising Stars list (2010)
Publications
- “PPP Roundup as of June 16, 2020,” Frantz Ward Client Alert (June 2020)
- “The CARES Act: Paycheck Protection Program,” Frantz Ward Client Alert (March 2020)
Presentations & Lectures
- “Assets or Equity and Accompanying Liability Considerations,” Association of Corporate Counsel, Cleveland, OH (August 2022)
- “The Aftermath of Government Lending Programs Created During the Pandemic,” Association of Corporate Counsel, Cleveland, OH (August 2021)
- “COVID Commentary: Paycheck Protection Program (PPP) Loan Forgiveness: Tips, Tricks and Updates,” Frantz Ward Webinar (September 2020)
- “COVID Commentary: Payroll Protection Program – Updates and Lessons Learned for Round 2 and Keys to Forgiveness for Both Rounds,” Frantz Ward Webinar (April 2020)
- “Crowdfunding,” Association of Corporate Counsel, Cleveland, OH (August 2019)
- “Corporate Organization and Obtaining Financing,” Association of Corporate Counsel, Cleveland, OH (August 2019)
- “Role of Intellectual Property in Business Acquisitions,” Panelist, Renner Otto IP and Business Seminar (November 2017)
- “Business Succession and Exit Planning,” Construction Employers Association Frantz Ward Legal Series, Cleveland, OH (October 2016)
