Professional Experience
Barry focuses his practice on mergers, acquisitions and other business transactions; franchising, licensing and distribution arrangements; antitrust counseling; and health care. His practice involves both domestic and international transactions.
Education
- The University of Michigan Law School, J.D., 1974, magna cum laude, Order of the Coif; Michigan Law Review
- Princeton University, A.B., 1971
- Business and Corporate Matters
- Representation of purchasers and sellers in mergers and acquisitions
- Representation of clients in the organization, activities and capitalization of corporations, partnerships and limited liability companies
- Representation of clients in private equity and other financing arrangements
- Drafting, review and negotiation of various contracts (e.g. sale and purchase of goods, service agreements, technology agreements)
- Preparation and review of credit agreements, security agreements and related documentation
- Representation of clients in premerger national security clearances (CFIUS filings under Exon-Florio; ITAR filings
- Franchising and Licensing
- Preparation of franchise and related agreements and franchise disclosure documents and management of franchise registration and exemption filings
- Advice concerning distribution and licensing programs to avoid classification as a franchise
- Preparation, review and negotiation of license, joint venture, development and related agreements
- Preparation, review and negotiation of distribution and sales representative agreements
- Guidance and advice in the termination of franchise, license, distributor and other agreements
- Antitrust
- Advice on structuring joint ventures; antitrust compliance; pricing in compliance with price discrimination laws; scope of permissible "tie-ins", loyalty discounts and similar marketing plans; vertical distribution arrangements such as pricing, national accounts and territorial limitations; licensing provisions to avoid "patent misuse" and antitrust related matters
- Representation of numerous clients in premerger notice and antitrust matters for domestic and international mergers and acquisitions
- Health Care
- Advice on health care antitrust issues
- Advice on medical joint ventures
- Representation of clients in physician group and health care facility financing
- Representation of clients in health care mergers and acquisitions
Professional & Civic Involvement
Professional Associations
American Bar Association · Business Law Section, Forum on Franchising and Antitrust Law Section
Ohio State Bar Association · Antitrust Law Section, Chair, 1995-1997
Dayton Bar AssociationProfessional Activities
Co-Chair, 28th Annual Antitrust Law Institute, Ohio State Bar Association, Distribution, Marketing and Franchising, 1994
Fellow, Ohio State Bar FoundationCommunity Activities
Eastway Corporation – Director 1988-1994
Miami Valley International Trade Association · President 1989-1991- Co-Author, "Antitrust Conspiracies in Franchise Systems After American Needle", 30 Franchise Law Journal No. 4, Spring 2011
- "Buying a Franchise Company: Do Your Due Diligence", Franchising World, September 2008
- “Franchising and Related Business Strategies”, Dayton Convention Center, 2002
- “Business Growth Opportunities: Internal Growth, Acquisitions and Franchising"; Queen City Club, Cincinnati, Ohio, 2002
- "Technology Licensing", Miami Valley International Trade Association, 1998
- "Acquisitions Under the Antitrust Laws: Premerger Reporting and Substantive Analysis", Ohio State Bar Association Annual Convention, 1998