Overview

Jennifer is a partner in the firm's Corporate Transactions practice group. She focuses her practice on mergers and acquisitions and other asset sales and dispositions. Jennifer also has a specific niche in transactions involving distressed assets both in and out of court, including Section 363 sales under the Bankruptcy Code, receiverships and Article 9 sales under the UCC.

Jennifer also leads the firm’s franchise practice, representing franchisors on their compliance and registration needs, operational issues and strategies, best practices to limit disputes with regulators and franchisees and any disputes that do inevitably arise.

Jennifer also focuses on corporate finance and banking, including the representation of lenders, creditors and borrowers in both traditional financing transactions and the restructuring and workout of non-performing loans and accounts, both in and out of bankruptcy.

Experience
  • Ongoing representation of holding company with multiple franchise systems and hundreds of franchise locations and company-owned stores, including advising the franchisor entities on compliance, growth strategies and operational issues
  • Worked with transaction team to oversee due diligence for and advise on franchise-related issues and documents in client’s purchase of national franchisor with hundreds of franchisee and company-owned locations
  • Manage the annual FDD update and state registration process for multiple franchisors, including counsel on required updates to the FDD to comply with new regulations
  • Represented seller of a multi-million dollar distribution company in private sale
  • Act as ongoing Ohio bankruptcy counsel for large financial institution, defending it in all significant bankruptcy litigation in all Ohio bankruptcy courts, including claims for sanctions, damages and injunctive relief for alleged violations of the automatic stay, discharge injunction and other bankruptcy court orders
  • Obtained a receiver and completed the contested foreclosure of a mobile home park, including a brief detour through a chapter 11 bankruptcy filing that was quickly dismissed, resulting in a successful sale of the property for substantially more than the appraised value
  • Successfully defended former corporate directors in action for millions of dollars in damages by post-bankruptcy confirmation litigation trustee alleging claims for breach of fiduciary duty relating to a transaction that resulted in the debtor becoming a 100% ESOP-owned company and the failed process to attempt to restructure or sell the company
  • Represented one of the largest secured creditors in the chapter 11 bankruptcy of a gas station/convenience store franchise with more than 100 locations, securing full payment of the creditors’ $15 million dollar loan
  • Negotiated innovative repayment terms of a more than three million dollar obligation, viewed as nearly uncollectible by the client, resulting in full payment, plus interest, plus the receipt of collateral of immense value to the client as a result of further negotiations due to interim defaults
  • Use data and analysis tools developed over years and hundreds of preference cases to present defenses to preference claims and negotiate favorable settlements, often with no or nominal out-of-pocket payment
  • Conducted a successful auction attracting multiple active bidders for a debtor chain of retail locations through a 363 sale in a chapter 11 bankruptcy
  • Regularly work with financial institutions to restructure non-performing loans, enforce liens against real property and personal property, conduct Article 9 sales and obtain and collect money judgments against debtors and guarantors
Publications
  • “Is Your Distribution or License Arrangement a Franchise?” Thompson Hine Business Law Update, Spring 2017
  • “Imputing the Fraudulent Intent of One Director to the Corporation,” Thompson Hine Business Law Update, Winter 2017
  • When a Franchise Files Bankruptcy," Franchise and Distribution News, Fall 2013
  • Co-author (with Lawrence T. Burick), "The Effect of §503(B)(9) on the §547(c)(4) Subsequent New Value Defense: Does Commissary Operations Make a Good First Impression?" 6 Norton Bankr. L. Advisor, June 2010
  • Co-author (with Lawrence T. Burick), "Allowability of Attorney's Fees Incurred Postpetition as Part of an Unsecured Claim: The Next Chapter of a Still Unfinished Book," 11 Norton Bankr. L. Advisor, November 2009
  • Co-author (with Lawrence T. Burick), "When is a Claim Not a Claim: Does Apex Oil Clarify or Confuse?" 12 Norton Bankr. L. Advisor, December 2009
  • "Balancing Freedom of Speech Against the Rights of Unwilling Listeners: The Attack on the First Amendment in Hill v. Colorado," 26 U. Dayton L. Rev. 327, 2001
  • "Keeping the Promise of a Fresh Start: Why Debtors Should be Empowered with a Private Right of Action for Violations of the Discharge Injunction," 27 Dayton L. Rev. 95, 2001
Presentations
  • Bench-Bar Conference for the United States Bankruptcy Court for the Southern District of Ohio 2014, Panel Presentation on Preference Issues
  • Presentation to ABLF, 2014, discussing preference issues in Friedman’s Liquidating Trust v. Roth Staffing Companies
  • Presentation to ABLF, 2012, The Absolute Priority Rule in Individual Chapter 11’s
  • Presentation to ABLF, 2012, A Secured Creditor’s Right to Credit-Bid - RadLAX Gateway Hotel v. Amalgamated Bank
Distinctions
  • Selected for inclusion in Rising Stars by Ohio Super Lawyers magazine from 2010 to 2016
  • Selected for Leadership Dayton Class of 2012, sponsored by Dayton Chamber of Commerce
  • Dayton Business Journal, 40 Under Forty Award, Class of 2012

 

Professional and Civic

Professional Associations and Activities

  • International Women’s Insolvency & Restructuring Confederation
  • American Bankruptcy Institute
  • American Bankruptcy Law Forum, Dayton, Ohio, past Trustee
  • United States Bankruptcy Court Southern District of Ohio, Standing Local Rules Committee
  • Leadership Dayton, Class of 2012
  • Thompson Hine Women's Initiative, chair of the Dayton Office
  • Dayton Bar Association

Community Activities and Personal Interest

  • Dayton Art Institute, Associate Board, board member
  • Clothes That Work, board member and CEO Society
  • Greater Dayton Volunteer Lawyers Project, Eviction Clinic, pro bono volunteer
  • United Way Leadership Circle
  • Determined, but slow, distance runner striving to become a member of the 50 States Marathon Club with 5 full marathons completed; countless half-marathons, distance relays, 10ks and 5ks with numerous friends and family (and a husband) converted to distance “racing”
Events