Manufacturing

We represent clients in all areas of corporate law and through all phases of corporate transactions.  We also serve as general counsel to a range of clients, including manufacturers.

Our key service areas include:

• Corporate governance: We advise public companies, boards of directors and committees on the increasingly complex corporate governance rules imposed by the Securities and Exchange Commission (SEC), New York Stock Exchange, Nasdaq and proxy advisory firms.  We help clients manage governance and compliance costs and minimize enforcement risks, and provide ongoing counsel on fiduciary duties under state law.  We also prepare for and respond to shareholder activism and takeover efforts; update governance documents to comply with the Sarbanes-Oxley Act, the Dodd-Frank Act, Regulation FD, and related SEC rules and regulations; provide governance training seminars; implement director and officer liability protections; and assist in structuring and conducting internal investigations.
• Securities law compliance: We advise on federal and state securities law compliance and disclosure matters, including annual, quarterly and current reports; proxy statements and shareholder proposals; press releases and analyst presentations; SEC comment letters; Sections 13 and 16 reporting and compliance; securities exchange listing standard compliance; and Sarbanes-Oxley, Dodd-Frank, and Regulation FD and Regulation G compliance.  Because many of our clients are organized under Ohio and Delaware law, our lawyers are particularly proficient in navigating the corporate and securities laws of those states as well. 
• Securities offerings: Vorys represents issuers and investors in nearly all types of public and private securities and capital markets transactions, including initial and secondary public equity offerings; Rule 144A, Regulation S and registered debt offerings; shelf registrations and takedowns; equity-linked securities offerings such as trust preferred securities and convertible debt; tender offers and consent solicitations; exchange offers such as Exxon Capital A/B exchange offers; business combinations; private placements of equity and debt securities; going-private transactions; registered direct offerings; at-the-market offerings; stock repurchase programs; rights offerings; and recapitalizations.
• Mergers and acquisitions: Vorys represents clients in all phases of mergers and acquisitions transactions throughout the U.S. and around the world.  We have considerable experience in nearly every form of transaction, including stock and asset acquisitions; mergers; friendly and hostile corporate takeovers; divestitures and corporate spin-offs; leveraged recapitalizations; venture capital and private equity investments; M&A-related restructurings; joint ventures and strategic alliances; going-private transactions; and public-private partnerships.

Vorys’ nationally recognized labor and employment practice represents employers in the full spectrum of labor and employment matters, from advising on day-to-day labor and employment issues to serving as national counsel in high-stakes class action litigation and leading internal and government investigations.

Many of our labor and employment attorneys have worked inside corporate legal departments and intimately understand how procedures, policies and personnel management impact businesses’ global operations.  We counsel clients on the complete scope of employment law matters, as well as craft, implement and train management on policies designed to minimize potential employer liability.

To help our national manufacturer clients navigate the ever-changing rules associated with the Fair Labor Standards Act (FLSA), we publish the FLSA Guide for Manufacturers, a 50-state survey of labor and employment laws.

Notably, Vorys has advised clients on traditional labor and management relations matters since the early 1930s, when New Deal statutes created federal collective bargaining rights for employees.  Today, our labor lawyers represent union and nonunion employers in addressing the full breadth of issues related to collective bargaining.

We have particularly deep experience advising on issues that have long been a focus of the manufacturing industry, including:

• counseling our clients during union organizing campaigns
• advising on union picketing, strike and collective bargaining issues
• developing programs and policies that comply with federal and state regulation of hiring, promotion, layoffs, wage and hour, and workplace safety
• creating and administering retirement, savings and health care plans
• defending our clients in workers’ compensation litigation and employment-related lawsuits

Our lawyers also counsel clients on the highly complex area of immigration, nationality and employer sanctions (I-9) law.  We focus on securing employment-based immigrant and nonimmigrant visas for our clients’ global workforces and advise on immigration-related employment issues, such as employment eligibility, verification and recordkeeping requirements.  We also help clients establish new compliance programs, assess the effectiveness of existing compliance programs and advise on critical improvements.

Vorys’ labor and employment practice has consistently earned national and state recognition in the areas of “Employment and Labor Law Management” and “Labor and Employment Litigation” in the U.S. News – Best Lawyers^® “Best Law Firms” report, and has a long-standing ranking in Ohio in the prestigious Chambers USA guide.

Vorys assists employers in navigating the laws that regulate the work environment, employee leave requests and demands for accommodation of disability.  Our lawyers also are adept at developing strategies for containing workers’ compensation liability.

From brief consultations to high court litigation, our work includes defending employers against claims related to the physical and mental health of employees, as well as in matters involving:

• Americans with Disabilities Act (ADA)
• Family and Medical Leave Act (FMLA)
• Occupational Safety and Health Act (OSH Act)

We are proud to have earned long-standing recognition in the U.S. News – Best Lawyers^® “Best Law Firms” report for “Worker’s Compensation Law – Employers” in Ohio.

Our nationally recognized IP practice, helps clients achieve their key business goals and maximize  their core assets.  When it comes to business, success means prioritizing growth and using an organization’s assets to maximize opportunities.  We understand that a company’s IP assets can drive and support that growth if they are procured and managed in alignment with the company’s business goals.

We assist our clients in developing and patenting additive manufacturing equipment, processes, and materials, and have additionally assisted in patenting the resultant object.  Our experience includes assisting clients with:

• polymers and polymer composites
• metallurgy
• semiconductors
• ceramics
• chemistry
• biochemistry
• materials science and engineering
• dyes
• pigments
• inks
• nanotechnology
• surfaces and interfaces
• coatings
• films
• mechanical and robotics engineering
• software and design engineering

To learn more about our IP practice, click here.

With one of the largest multistate economic development incentives practices in the country, Vorys has consulted with companies of all sizes on economic development projects and incentives in more than 30 states. 

Our experience includes participation in the largest single private-sector investment in Ohio’s history – a $20 billion deal to construct two microchip manufacturing facilities, including the first leading-edge semiconductor site in the Midwest.  The project is expected to create 3,000 jobs initially, 7,000 construction jobs over the course of the build and tens of thousands of additional long-term jobs across a broad ecosystem of suppliers and partners. 

We work across practices to advise on matters involving:

• environmental law
• executive agency and legislative lobbying
• federal, state and local tax
• local government
• nationwide site selection
• public finance
• real estate
• zoning and land use law

We provide sophisticated and comprehensive tax counsel to manufacturers and other businesses at the federal, state and local levels.  Vorys is proud to be consistently recognized nationally and in Ohio for “Tax Law” in the U.S. News – Best Lawyers^® “Best Law Firms” report, and ranked in Ohio in the prestigious Chambers USA guide.

Federal

Our tax lawyers engage in all aspects of federal tax law as part of our general representation of clients and as special tax counsel.  We advise on a wide spectrum of tax-related issues, including:

• business planning
• executive compensation
• financing and equity transactions
• international transactions
• mergers, acquisitions and divestitures
• partnerships, limited liability companies (LLCs), joint ventures and S corporations
• real estate
• restructurings and workouts
• tax controversies
• venture capital

State and Local

We provide multistate tax analysis and services to support our clients’ business operations throughout the country.  Our lawyers work with clients to identify and implement planning opportunities and develop appropriate approaches to state and local tax issues.  We partner with our government affairs attorneys to obtain legislative solutions to tax matters, and we work to identify and minimize the tax effects of pending legislation or administrative policies. 

With more Ohio-based state and local tax professionals than any other law firm, we are especially active in state and local tax matters.  Our ranks include former chairs of the Ohio State Bar Association Taxation Committee and a former agent of the Ohio Department of Taxation. 

Our experience includes:

• building decades-long relationships with senior tax officials of the Ohio Department of Taxation
• representing taxpayers before the Supreme Court of Ohio more than 300 times
• representing taxpayers before the Ohio Board of Tax Appeals more than 1,000 times
• testifying before The Ohio Legislature

Tax Controversy

When disputes arise, our attorneys vigorously defend our clients in tax audits and develop creative approaches to resolving tax controversies.  If litigation becomes necessary, our attorneys draw upon their extensive experience in advocating for our clients’ positions at both the trial and appellate levels. 

Real Property

Our real property tax attorneys help to manage properties across the country and reduce clients’ tax burdens by contesting valuation in all 50 states, Canada and Puerto Rico.

Ranging from single-state engagements to nationwide portfolio management, our work includes:

• property tax payment services
• tax accruals
• tax counsel during acquisition and development
• tax exemption and/or tax incentive structuring, application and maintenance

• tax notice management
• traditional valuation review and litigation

Vorys is nationally regarded for its full range of environmental legal services. 

Our attorneys, who include former U.S. EPA regulators, have established relationships with regulatory officials at both the state and national level and have participated in the creation of various environmental regulatory programs.  This experience allows our attorneys to offer both large corporations and small business clients in the manufacturing sector informed counsel regarding environmental law matters.

Vorys also represents manufacturing clients in claims regarding release and alleged exposure to hazardous materials, including defense against class actions.

We represent clients in matters including, but not limited to:

• Regulatory affairs;
• Permitting;
• Federal and state compliance assurance;
• Civil and criminal enforcement;
• Commercial and corporate transactions;
• Legislative initiatives;
• Litigation;
• Dispute resolution; and
• Crisis management.