Daniel L. Silfani

As an experienced corporate attorney serving as Co-Chair of the Corporate & Securities Practice Group, Dan has a broad range of expertise on all aspects of corporate law, franchise and business opportunity law. This includes franchise development and operations, mergers and acquisitions, joint ventures and general corporate counseling.

FRANCHISE DEVELOPMENT

Dan works with Franchisors and Franchisees to determine if their company can be turned into a successful franchise system. His practice focuses on the entire process from preparing the necessary franchise disclosure and system documents, registrations with applicable governmental agencies, vendor and supply chain, quality control programs and how to successfully sell franchise units. Dan also assists franchisors with revenue growth and unit count by providing a full array of business and legal advice.

PUBLIC FINANCE AND ECONOMIC DEVELOPMENT

Dan acts as issuer’s counsel, underwriter’s counsel or bond counsel in completing various public finance matters, including taxable and tax-exempt conduit bond transactions, state economic development loan programs and local tax increment financing. In addition, he acts as outside General Counsel for the Development Finance Authority of Summit County.

CORPORATE COUNSELING

In his role as a corporate attorney, Dan assists owners and executives of closely held businesses resolve their day-to-day legal issues, successfully buy and sell companies and develop effective succession plans. He works with clients in a wide range of industries, including chemicals, manufacturing, oil and gas, and various service industries.


Brouse McDowell

Brouse McDowell is a business law firm based in northern Ohio. From offices in Akron, Cleveland, Naples, Toledo and Youngstown, our 80+ attorneys serve clients across the region and far beyond. We’re a mid-size firm with the talent, diverse experience and national reach of a large firm and the unwavering service ethic and personal touch of a small firm.

With 100 years of history, we continue our long tradition of delivering sophisticated legal counsel to clients that range from sole proprietorships to the nation’s largest corporations. Our practice groups bring together the focused skills and multi-disciplinary experience that businesses need to meet their most pressing goals.

We work together at Brouse – both within and across practice areas. We capitalize on the collective insight of our colleagues, and work side by side with our clients to pursue and achieve positive outcomes. Candid conversations and true collaboration lead us to more options, deeper insight, and better solutions.

Community service is in the Brouse DNA. It is our honor to make a difference in organizations that benefit the communities where we live and work – from professional associations to civic, cultural, educational and religious groups. Our attorneys and staff contribute their time, financial resources, energy and leadership to hundreds of organizations across northern Ohio and beyond.

Paul J. Schumacher

Paul J. Schumacher is a shareholder of Dickie, McCamey & Chilcote, P.C. and the Shareholder-in-Charge of the Cleveland office. He concentrates his practice in the areas of commercial law and litigation, construction, product liability, and toxic tort.

Prior to joining the firm, Mr. Schumacher was Product Liability Practice Group Manager and a partner at a Cleveland-based litigation defense firm. While there, he represented public and private companies, insurance carriers, and individuals in cases involving industrial accidents, product claims, OSHA claims, intentional torts, and toxic exposure.

PROFESSIONAL ACCOMPLISHMENTS:

  • AV Preeminent® Peer Review Rated by Martindale-Hubbell®
  • Ohio Super Lawyers® 2004–2016
  • Named as one of Leading Civil Litigation Lawyers for Northeast Ohio, Inside Business, every year since 2001

REPRESENTATIVE MATTERS:

Mr. Schumacher possesses over 32 years of courtroom experience as lead trial counsel in numerous state and federal cases successfully tried to jury verdict.

NATIONAL SPEAKING ENGAGEMENTS:

  • “Risk Management for Pregnant Workers” (Elective Course Instructor); American Industrial Hygiene Association Meeting; Montreal, Canada; 2013
  • “There Goes the Neighborhood:  When a Chemical or Industrial Explosion or Release Occurs — Before, During, and After” (Panelist); Federal Defense and Corporate Counsel (FDCC); Sun Valley, ID; 7/28/2007
  • “OSHA:  Employer’s Rights and Responsibilities”; Ohio Safety Congress and Expo; Cleveland, OH; 3/22/2007
  • National Institute of Trial Advocacy (Instructor), 2005–2009

PUBLICATIONS:

  • “Preventing and Managing Chemical Catastrophes:  A Practical Guide for In-House and Outside Counsel” (Co-Author), FDCC Quarterly, Vol. 58, No. 3, pp. 319–366, Spring 2008
  • “Chemical Catastrophe:  A Practical Guide to Prevention and Preparation,” For the Defense, July 2005
  • “Defending Workplace Prenatal Injury Claims,” Exploring Toxic Tort and Environmental Liability Claims, The DRI Defense Library Series 2007, pp. 227–243; For the Defense, Nov. 2003

ADMISSIONS AND LICENSES:

  • Ohio Bar Admission
  • Pennsylvania Bar Admission
  • United States District Court for the Northern District of Ohio
  • United States District Court for the Southern District of Ohio
  • United States Court of Appeals for the Sixth Circuit

MEMBERSHIPS:

  • Claims and Litigation Management (CLM) Alliance
  • Cleveland Association of Civil Trial Attorneys
  • Cleveland Metropolitan Bar Association
  • Defense Research Institute (Product Liability, Toxic Torts, and Environmental Law Committees)
  • Federation of Defense & Corporate Counsel (FDCC)
  • Ohio State Bar Association
  • Trial Attorneys of America

EDUCATION AND SPECIALIZED TRAINING:

  • J.D., Cleveland-Marshall College of Law (1983), cum laude; Cleveland State Law Review (Editor 1982-1983)
  • B.A., University of Dayton (1980), Political Science
  • OSHA General Industry Outreach Trainer, authorized to conduct 10- and 30-hour OSHA training
  • OSHA Institute, 70 hours
  • Represents employers nationwide before OSHA and the Department of Labor
  • Court-Appointed Mediator and Arbitrator

– See more at: http://www.dmclaw.com/Attorney-Paul-J-Schumacher#sthash.Of9wvrqJ.dpuf

FIRM DESCRIPTION

The right legal team is critical to seize opportunities, avoid risk, and keep your business successful. Dickie, McCamey & Chilcote is that team. We have protected the professional and personal interests of our clients for over 100 years. Our high-performance, results-oriented professionals deliver proactive counsel based on in-depth knowledge of legal precedents, trends and regulatory shifts. Whether the situation requires subtle negotiation or aggressive action, we’ve been there before. Our standard: to ensure you’re further ahead at the end of the day. It’s the same standard by which we want you to judge us–every day, in every legal matter impacting your business.

For more than a century, Dickie McCamey has offered client-centered service focused on results. More than offering legal counsel on demand, we provide proactive guidance from advisors versed in the complexities of both law and business. Our attorneys actively advise local, regional, national and international businesses, nonprofits and health care organizations. We are committed to delivering not only responsive service, but results-oriented action.

Over the years, our trial work and our commitment to strong attorney-client relationships have enabled us to grow into the firm we are today: flexible, efficient and respected, with the resources to meet or exceed your expectations for risk prevention, responsive partnering and bottom-line value. Whether you manage an established enterprise or a new venture, whether you seek legal counsel for your business or for personal matters, the attorneys of Dickie McCamey are poised to act now in your best interests. Our work as skillful litigators, business-savvy advisors and innovative problem solvers means you get the answers, advice and representation you need, when you need them.

We believe in taking an active role in your business success, helping you anticipate and prevent potential problems, partnering with you to resolve legal issues and delivering the highest level of value for your legal dollars.

Prevention

The best corporate and business law strategies are those that guide companies and employees in acting responsibly and in full compliance with the law. At Dickie McCamey, we work closely with our clients to develop practices, policies and programs that help prevent legal missteps and violations from occurring in the first place. Our focus on prevention encompasses corporate compliance in the areas of business, environmental, employment and health law. It also extends to carefully drafted contracts and agreements, and comprehensive growth and succession plans. Not only do these strategies assist clients by minimizing conflict, risk, and costly legal disputes, they serve as proof of due diligence, which can substantially reduce organizational and individual liability.

Partnering

We know that your relationship with your legal advisor is essential to your business, success and personal security. You need an attorney you can count on to deliver prompt service and accurate answers. Someone who will consult with you on your legal issues and questions, quickly advise you on the best course of action and work with you to obtain a successful outcome. Each of our attorneys is committed to being that trusted resource for his or her clients. At Dickie McCamey, we think of ourselves as your partners. Your legal needs are ours to address, your problems ours to solve. When conflicts arise, we are diligent in resolving them, whether through out-of court negotiation, mediation or vigorous litigation. Our attorneys are given the individual freedom and flexibility to craft working relationships and legal strategies tailored to their clients’ needs and goals. For you, that means faster responses, more efficient processes and services properly scaled to the scope of each matter. Ultimately, it means greater quality and value.

Professionals On Your Side

Through world wars, the Great Depression and changes in business that no one could predict, our firm has endured. We have grown over the past 100 years because we are committed to providing the highest levels of legal service to businesses and individuals. Dickie McCamey has quadrupled in size. This depth of resources and breadth of service capabilities means our clients consistently receive the most appropriate legal guidance in the most efficient and cost-effective manner. To learn more about how we can assist your business, call us at 800-243-5412.

– See more at: http://www.dmclaw.com/about#sthash.6tNYW4wm.dpuf

Megan Mehalko

Ms. Mehalko is Chair of Benesch’s Corporate & Securities Practice Group and a member of the firm’s Executive Committee. She focuses her practice on mergers, acquisitions, divestitures, domestic and cross border strategic alliances and joint ventures, general business counseling, and distressed/insolvent company acquisitions and restructurings. Ms. Mehalko advises public companies on corporate governance issues and securities law issues, and represents private equity funds and portfolio companies of funds. 

She also represents companies in the plastics, rubber, metal stamping and fabricating, healthcare, telecom, equipment manufacturing, logistics and financial services industries. In addition, Ms. Mehalko is actively involved with the firm’s Private Equity Group, China Practice Group and Polymer Industry Team. She is a member of Benesch’s Professional Development Committee and its Finance Committee.

“(Megan L. Mehalko is) …always one step ahead of the other side in anticipating how the negotiations are going to develop and is able to outmaneuver the other side with an incredibly thoughtful argument to defend the position of her client.” – Benesch client, Chambers USA 2015

EDUCATION

  • Case Western Reserve University School of Law, 1990, J.D.
  • Bucknell University, 1987, B.A.
  • Laurel School, 1983

BAR ADMISSIONS & ASSOCIATIONS

  • American Bar Association
  • Cleveland Metropolitan Bar Association; Executive Council, Corporation and Business Law Section
  • Ohio State Bar Association

MEMBERSHIPS

  • Board Member, Seeds of Literacy
  • Board Member, Chair of Governance Committee and Executive Committee Member, College Now Greater Cleveland
  • 2013 Corporate Leadership Team Chairperson, Go Red For Women/American Heart Association
  • Member, In Counsel With Women (2011)

RELATED PRACTICES

RELATED INDUSTRIES

RECOGNITIONS

  • Listed, The Best Lawyers in America® 2007-2016 (Copyright 2015 by Woodward/White, Inc., of Aiken, SC)
  • Listed, Chambers USA Leading Lawyers, Corporate/M&A 2010-2015
  • Listed, Leading Lawyers, Inside Business Magazine
  • Listed, Ohio Super Lawyers 2004, 2005, 2008, 2012-2015

FIRM DESCRIPTION

Benesch is a business law firm with offices in Chicago, Cleveland, Columbus, Hackensack, Indianapolis, Shanghai and Wilmington. Benesch is dedicated to building a deep understanding of our clients, their businesses and their industries. We develop client-focused teams to ensure first class legal service, view business issues from our clients’ perspective and assist in discovering the best legal services to address our clients’ needs, drawing upon the strengths of diverse, knowledgeable and experienced lawyers. The firm services national and international clients that include public and private, middle market and emerging companies as well as private equity funds, entrepreneurs, not-for-profit organizations, trusts and estates.

The 2015 edition of The Best Lawyers in America®, which describes itself as the definitive guide to legal excellence in the U.S. and establishes a system that ranks firms based upon the number of attorneys selected in designated areas, named 48 Benesch attorneys as Best Lawyers in America®.

Additionally, Benesch achieved first-tier rankings in 22 national and metropolitan categories, including a national first-tier ranking in Transportation Law, in the 2015 U.S. News/Best Lawyers® “Best Law Firms” rankings. Overall, the firm was ranked in 52 national and metropolitan categories. And the firm has been designated as one of the 2015 Go-To Law Firms® of the Top 500 Companies by ALM (American Lawyer Media). This honor puts our firm in an exclusive group that delivers exceptional work for the FORTUNE 500®.

Our practice areas include Business Succession Planning & Wealth Management, China, Commercial Finance & Banking, Corporate & Securities, Executive Compensation & Benefits, Insolvency & Creditors’ Rights, Intellectual Property, Labor & Employment, Litigation, Public Finance, Public Law, Real Estate & Environmental and Tax. Some of the industries the firm concentrates in include Private Equity, Banking, Health Care, Polymers, Transportation & Logistics, Energy & Natural Resources, Shale Oil & Gas, Construction, Not-for-Profit and School Law.

Our attorneys serve as trusted counselors, advocates, and partners in all aspects of a legal or business issue. We are proud of the client relationships we have developed and work hard to maintain them. Above all else, we take a results oriented, innovative approach to practicing law and are committed to assisting our clients to achieve their goals.

Our firm is committed to providing the most effective and innovative legal and related advisory services to our clients. We focus on serving dynamic middle market and emerging growth companies and selectively providing specialty services nationwide.

To best meet our obligations to help our clients, each other and ultimately the firm succeed, we work in a collegial environment. Benesch’s attorney group is a multi-dimensional collection of people from diverse law schools, ethnic backgrounds, religions and even prior careers. We believe that a diverse workplace enhances and energizes the firm and makes it an interesting place to work.

James G. Dickinson

James G. Dickinson, a shareholder, focuses on corporate succession planning, general corporate matters and estate planning. He counsels clients on mergers and acquisitions, corporate structuring and asset protection planning. He also helps non-profits with tax planning, tax-exempt status and organizational structuring.

Jim is a certified specialist in Estate Planning, Trust & Probate Law, a designation achieved only by an elite group of attorneys in the State of Ohio.

He is licensed to practice in both Ohio and Florida, and before the U.S. Tax Court as well. Jim is a popular guest speaker and his articles have appeared in numerous professional and legal journals.

Jim has been recognized as an Ohio Super Lawyer every year since 2005. For more than a decade, he has also been selected as one of The Best Lawyers in America®.

He serves on the board of several for-profit and non-profit corporations and is a member of the American, Ohio State, and Geauga County Bar Associations. He is former chairman of the Cleveland Metropolitan Bar Association’s Estate Planning Institute and its Estate Planning, Probate and Trust Law Section.

Jim was a trustee of Russell Township, Ohio from 2002 to 2013. Jim also serves on the Great Lakes Region IRS TE/GE advisory Council. He is a fellow of the American College of Trust and Estate Counsel. In 2007, Jim was honored by The Estate Planning Council of Cleveland with its Distinguished Estate Planner Award. The same year, Jim was ennobled as a Knight of the Order of Salvador, an honor for special supporters of The Salvador Dali Museum and later as a Knight Commander of the Order.

Jim received his Juris Doctor degree from the University of Virginia School of Law in 1973. In 1970 he graduated summa cum laude from Washington & Lee University from the Commerce School. He is a member of Phi Beta Kappa.

The Estate & Trust Law Practice:

For more than half a century, our firm’s estate planning lawyers have developed a special talent for sophisticated estate tax planning and designing highly customized and complex will and trust arrangements.  Our clients value the experience of our Estate Planning attorneys.

While wills and living “A-B” trusts are the basic estate planning building blocks, we also implement plans involving more sophisticated tools, such as:

  • Gifting techniques
  • Qualified personal residence trusts (QPRTS)
  • Grantor retained annuity trusts (GRATS)
  • Sales to intentionally “defective” grantor trusts, private annuities, family partnerships and limited liability companies
  • Charitable trusts
  • Private foundations
  • Irrevocable insurance trusts
  • Generation-skipping or “dynasty” trusts
  • Special Needs Planning
  • Pension and IRA distribution planning

Although we have a wealth of experience and skills employing sophisticated techniques in the proper circumstances, our focus is always the client’s goals and desires. The listed tools can be useful to achieving a client’s objectives, but we never assume that tax reduction is the client’s sole or primary concern.  In fact, non-tax goals — such as leaving property in trust to be managed for the benefit of a client’s loved ones or favorite charities, or to provide an incentive to younger family members to be productive in their own right and not simply rely on an inheritance from parents or grandparents — are often very important considerations for a client’s plan.

We represent individuals and families who own and operate a wide range of businesses. In that connection, we are frequently called upon to advise clients with respect to a variety of tools to aid in business succession planning to transition the ownership and management of a family business from an older generation of owners to a younger generation.

We also represent a number of retirees and have vast experience resolving issues they often face, such as cash flow issues and state residency issues. We have attorneys who are licensed to practice in Florida, which helps with the transition issues and assuring that plans are current in light of the transition.

Finally, we also assist clients in planning for disability, using durable powers of attorney and “advance directives,” which are living wills, health care powers of attorney, donor registry enrollment forms and HIPAA waivers.

Cavitch Familo & Durkin:

The law firm of Cavitch Familo & Durkin traces its roots to 1886 in Cleveland, Ohio. It has long been considered one of the premier law firms, enjoying an impeccable reputation among the legal community for effectiveness and professionalism. Cavitch maintains long standing relationships with its clients, both businesses and individuals, providing generations of business owners and their families full service legal representation. The attorneys and paralegals at Cavitch, along with its experienced administrative staff, treat each and every client with the utmost care and attention designed to facilitate sophisticated representation on a cost effective basis.

Cavitch believes that accurate legal advice and attentive service is an absolute requirement in the representation of its clients; it couples these absolutes with the time and energy needed to develop a thorough knowledge of its clients and their enterprises to serve as trusted legal advisors. The attorneys of Cavitch serve in many charitable and civic organizations, as well as strategic facilitators and members of clients’ business advisory panels and as active members of various professional organizations throughout Ohio.

Martin T. Booher

Marty Booher practices within the oil and gas, renewable and clean energy, utilities, power, and pipeline industries. He has significant experience representing and advising clients on complex compliance, transactions, financing, remediation, and project development matters throughout the United States and Latin America. With a strong environmental background and understanding of the issues facing the industry, Marty brings a multilayered and practical approach to his practice.

Marty serves as co-leader of the firm’s national Energy team, which was named a 2015 Practice Group of the Year by Law360.

Experience

Energy Sector Transactions and Financing

Develop and implement due diligence strategies for merger, stock and asset purchase/sale, and financing transactions involving some of the largest project finance, mergers and acquisitions in the energy industry within the past several years, including the negotiation of provisions of purchase and sale agreements and side agreements governing post-closing allocation of environmental attributes and liabilities associated with the company or asset being transferred or financed.

Shale Development and Hydraulic Fracturing

Advise energy companies on the environmental and regulatory risks and opportunities presented by the production of shale in the United States.

High Stakes Environmental Litigation and Permit Appeals

Represent the developer of a $1.2 billion (Phase I) greenfield steel mill in securing environmental permits necessary to construct and operate the mill, including the ongoing defense of a challenge by a competing steel producer to the client’s Clean Air Act permit issued by the Arkansas Department of Environmental Quality.

Drilling Programs

Advise oil and gas companies in the preparation and implementation of drilling programs in Ohio and Pennsylvania, including advice on compliance with state and federal securities laws, tax treatment of intangible drilling costs and the use of 1031 reverse like-kind exchanges and its impacts on the structure of the preferred drilling programs.

Natural Gas Project Development

Advise clients regarding the siting, licensing, development and acquisition of liquefied natural gas terminals in the United States under the Natural Gas Act and the Deepwater Port Act, and natural gas pipelines and storage facilities under the Natural Gas Act, including but not limited to assistance with Clean Air Act, Clean Water Act (Sections 401, 402 and 404), U.S. Coast Guard, U.S. Maritime Administration, Federal Energy Regulatory Commission and Coastal Zone Management Act licensing matters, compliance counseling related to the National Environmental Policy Act (NEPA) and General Conformity obligations, development of preemption and public trust doctrine arguments and strategies, and administrative appeals related to the Coastal Zone Management Act.

International Trade Finance

Advise London-based hedge fund and structure and prepare credit agreements and supporting documentation to provide short-term working capital to iron ore mines and sugar production facilities in Mexico on a per-trade basis.

Renewable Fuels/Ethanol

Counsel clients in the renewable fuels sector, including advice on compliance and participation in the federal renewable fuels program, EPA enforcement related to Renewable Identification Numbers (RINs), contracting and trading of RINs (including disputes), ongoing regulatory initiatives to revise the federal renewable fuels program and to increase ethanol blend restrictions, and ethanol/sugar cane opportunities in Brazil.

Wind Turbine Manufacturers and Developers

Represent leading supplier of wind turbines and several wind energy developers on various issues, including the preparation of responses to calls issued by the Bureau of Ocean Energy Management (BOEM) for offshore lease blocks, providing strategic counsel in resolving disputes with the U.S. Army Corps of Engineers, the U.S. Coast Guard, and the Federal Aviation Administration, and working with state and federal resource agencies to address concerns related to potential environmental impacts associated with proposed projects.

Offshore Wind Energy Projects

Acted as project development counsel to the developer of the Atlantic Wind Connection, a proposed 350-mile subsea electric cable carrying 6,000 megawatts of power from future offshore wind turbines off the U.S. East Coast, including providing strategic advice and support on federal and state permitting/licensing efforts and environmental review requirements and successfully obtaining a determination of no competitive interest for the right-of-way grant to be issued by BOEM.

Prevention of Significant Deterioration (PSD)/Non-Attainment New Source Review (NSR)

Advise companies on PSD/NSR applicability issues for planned changes and expansion activities and in obtaining new and revised Clean Air Act permits, including the approvals required to address greenhouse gas emissions and to incorporate the impacts of historic and unpermitted facility modifications.

Climate Change

Advise clients on various issues related to climate change, including the generation of offsets and emission reduction credits, participation in the Carbon Disclosure Project, the development of strategic responses to shareholder proposals and institutional investors seeking enhanced climate change-related disclosures, the applicability and impact of domestic initiatives to regulate greenhouse gas emissions and the identification and analysis of potential climate change risks and liabilities associated with assets and companies targeted for acquisition.

EPA Rulemaking Proceedings

Representing natural gas industry trade association in developing the association’s comments and strategic legal response to the EPA’s proposal to overhaul its regulations governing the presence of polychlorinated biphenyls (PCBs) in natural gas pipelines and related equipment. Represented wood furniture manufacturer in developing comments on the EPA’s proposed air toxic standards for industrial boilers (known as the Boiler MACT), which led to several beneficial changes to EPA’s final regulations.

Renewable and Clean Energy Project Development and Financing on Brownfield Sites

Provide strategic advice to clients regarding issues related to the siting, licensing and financing of a biomass-fired electric generating facility and a bio-diesel manufacturing facility on historically contaminated properties, including the negotiation of liability protections/covenants with federal and state environmental regulators and implementation of other “outside the box” environmental risk management solutions.

EHS Compliance and Business Counseling

Providing strategic compliance and business counseling to several manufacturing and energy clients in all EHS areas with a particular emphasis on federal and state programs under the Clean Air Act.

Remediation and Natural Resource Damages

Represent performing parties at Superfund sites in efforts to negotiate consent decrees/administrative settlements and resolve natural resource damage claims with state and federal regulators, resolve and negotiate private party settlements and implement investigation activities, interim actions and final remedies.

Brazil Environmental Laws

Work with Brazilian legal counsel to advise manufacturing and energy clients in understanding the environmental liability regimes in Brazil and in developing effective risk management solutions to address potential liability issues.

SEC Disclosures

Advise electric utilities concerning the disclosure of climate change and EHS risks in filings with the Securities and Exchange Commission.

EHS Audit Protocols and Management Systems

Assist clients in the development, preparation, implementation, evaluation and integration of EHS management systems and audit programs.

Trustees and Lenders

Advise trustees and lenders on the development of environmental management systems and policies to assist in screening potential business opportunities and provide guidance and advice on the potential environmental risks associated with customer activities including but not limited to 1031 reverse like-kind exchanges in the oil and gas industry.

Power Purchase and Tolling Agreements

Assist clients in the analysis, preparation, and negotiation of power purchase and tolling agreements between electricity generators and off-takers which allocate risks and liabilities associated with compliance with greenhouse gas and other environmental compliance obligations, including the allocation of responsibility for emission allowance costs and capital expenditures.