Robert A. Ross provides counsel to public and private companies involved in complex acquisitions, mergers and divestitures throughout the United States and worldwide. Bob has led multiple, complex domestic and international acquisitions for several, high profile manufacturing clients as well as serving as outside counsel for a series of complex refinancings of a privately held manufacturer based in Ohio.
He regularly counsels companies in choice of entity, tax law issues and business succession planning involving partnerships, limited liability companies and joint ventures.As a recognized authority in the international transactions arena, Bob is frequently called upon to assist clients facing legal issues across the Pacific Rim, in Central and South America, and throughout Europe.
Recent Representative Experience
- Acted as lead counsel to Lincoln Electric Holdings, Inc. (NASDAQ: LECO) in its recent acquisition of Tennessee Rand, Inc., a leader in the design and manufacture of tooling and robotic systems for welding applications. Tennessee Rand, with operations located in Chattanooga, Tennessee, serves a wide base of automotive and metal fabrication customers. The Tennessee Rand purchase complements the deal Lincoln Electric (represented by Hahn Loeser) made last year to buy Ft. Loramie, Ohio-based Wayne Trail Technologies, another robotic welding company. Hahn Loeser also represented Lincoln Electric for the 2012 acquisition of the Kaliburn, Burny and Cleveland Motion Control (CMC) businesses from ITT Corporation (NYSE: ITT). Kaliburn is a designer and manufacturer of shape cutting solutions, Burny produces shape cutting control systems, and CMC manufactures web tension transducers and engineered machine systems. All three businesses are consolidated in a headquarters and manufacturing operation located in Ladson, South Carolina, near Charleston.
- Acted as lead counsel to Cliffs Natural Resources Inc., an Ohio-based NYSE and Fortune 500 company with respect to (i) its $787 million acquisition of coal mine properties and related assets located in the State of West Virginia and (ii) its approximately $500 million acquisition of coal mine properties and related assets located in the States of Alabama and West Virginia. The former received the 2011 Award for Steel Excellence: Best Merger & Acquisition, awarded by a panel of independent industry experts in conjunction with American Metal Market magazine.
- Ongoing representation of Continental Tire and ContiTech North America, a major tire and automotive components manufacturer with operations throughout the Americas, in multiple acquisitions and divestitures including (i) a $80 million acquisition from a Cleveland based company’s mobile climate systems division with locations in seven countries, (ii) a $50 million divestiture of its diesel systems operations in South Carolina to an Illinois based NYSE company and (iii) a $55 million divestiture of its off-the-road tire division headquartered in Ohio to a subsidiary of an Iowa based publicly-held entity. Also represented the German parent company in connection with a significant joint venture with a Japanese multi-national corporation.
- Ongoing corporate, labor and litigation representation of Shearer’s Foods, Inc., a national snack food manufacturer and current portfolio company of Wind Point Partners (and formerly of Mistral Equity Partners). Represented the management and shareholder groups of in a series of recapitalizations, first to Winston Partners and later to Mistral and then to Wind Point. Acted as lead counsel to Shearer’s with respect to its ongoing plant acquisition and expansion projects in Ohio and Texas and with respect to its acquisition (and subsequent disposition) of the assets of a popcorn manufacturing facility in Ohio and its acquisition of a pretzel manufacturing facility in Pennsylvania.
- Represented AFIMAC Global, a North American leader in corporate security and crisis response, in the acquisition of Mena International Group, specialists in security, investigations and crisis response within Latin America. As a result of this acquisition, AFIMAC now has a presence in both Brazil and Argentina.
- Acted as lead counsel to a Colorado-based NYSE company and its Ohio subsidiary with respect to the $30 million disposition of the assets relating to its surface and underground coal mining operations in Ohio.
- Represented management of an Ohio-based company with operations in China and Hong Kong initially in a recapitalization pursuant to which a large NYC-based private equity firm acquired approximately 75% of the company and then later represented the same entity in a $150 million sale to a strategic buyer.
- Represented an Ohio-based NASDAQ company in multiple acquisitions ranging from $10 to $100 million, including the acquisition of Chinese software distribution companies with offices in Shanghai and Hong Kong and the acquisition of several U.S.-based companies with operations in the UK.
- Represented a Connecticut-based technology firm in a $70 million sale of one line of business to a large UK conglomerate; currently representing the same firm in a $17 million sale of another line to an Australian entity.
- Served as local counsel to a Japanese law firm in connection with the purchase of the stock of an Ohio based company and a German-based company with multiple U.S. subsidiaries. The representation included advising the Japanese firm as to appropriate due diligence and then coordinating the corporate due diligence on the U.S. subsidiaries as well as assisting in structuring the transaction and preparing or assisting in preparing the applicable purchase agreement.
Bob is listed in the 2007-09 & 2013 editions of Ohio Super Lawyers in the categories of Mergers and Acquisitions (2007-2009) and International Law (2009, 2013). Bob is also listed in the 2012 & 2013 editions of The Best Lawyers in America in the categories of International Trade & Finance Law and he is AV® Preeminent™ Rated by Martindale-Hubbell, its highest available rating for legal ability and professional ethics.