Rob D. Powell
Rob is an associate in the firm’s Corporate Transactions & Securities group. He focuses his practice on a variety of business issues that middle-market, privately held and public companies routinely face. He assists clients with organization and governance matters, mergers, acquisitions, contract negotiations and regulatory compliance matters, and also counsels clients in the face of adversity and litigation.
Rob has helped many clients obtain the funds necessary to grow their businesses through both private and public financings. He serves in a general counsel role for several emerging public and private companies and is responsible for a broad range of legal functions, ranging from negotiating contracts in the ordinary course of business to advising on and making filings with the U.S. Securities and Exchange Commission.
For a decade before entering the practice of law, Rob was a management consultant for two global accounting and consulting firms and his own consulting firm, where he architected, developed and delivered project management and software services in connection with complex business initiatives. During that time, he served organizations ranging from mid-sized businesses to Fortune 100 corporations in a variety of industries, and primarily focused on enterprise financial and information systems design and integration. These experiences give Rob a unique perspective, positioning him to help clients navigate creative solutions to their legal challenges.
Leveraging his experience with information systems, Rob also represents clients who procure or provide information technology, infrastructure and/or software services, and who seek guidance respecting their data security and privacy concerns.
Prior to joining Thompson Hine, Rob practiced in complex litigation, where he focused on litigation and discovery matters for cases involving class action defense and bankruptcy liquidation. During law school, Rob served as a legal intern for Chief Justice Eric Brown of the Supreme Court of Ohio and for the Ohio Office of Information Security and Privacy.
Corporate Organization & Governance
- Represented clients in the organization or incorporation of new business entities in Ohio and other jurisdictions, including both corporations and limited liabilities companies.
- Represented clients in the preparation of key governance documents for new and existing business entities, including articles of incorporation, operating agreements, shareholder agreements, buy-sell agreements, partnership agreements, and corporate by-laws.
- Represented client in the incorporation of a qualified subchapter S subsidiary corporation in Ohio and properly qualified with the U.S. Internal Revenue Service.
- Assisted client and its subsidiary to resolve past capital raising efforts, equity awards, and other grants of varying forms of securities that had never been properly authorized or issued.
- Represented clients in the development and implementation of equity incentive plans, including plans to award key executives with phantom equity interests, profits interests, and other forms of vested or unvested equity.
- Represented companies in the development of employment agreements, contractor agreements, separation or severance agreements, non-disclosure and non-compete agreements, and assignment agreements involving intellectual property.
- Prepared governance policies for an unincorporated nonprofit organization, including a document destruction and retention policy, a conflict of interest policy, and a whistleblower policy.
- Prepared the code of business conduct for a multi-national client.
- Participated in the development and implementation of a complex real estate gift plan.
Mergers & Acquisitions
- Represented clients in the negotiation and sale/acquisition of businesses through both stock and asset sales.
- Represented clients in the negotiation and facilitation of mergers, both in the context of private and going public transactions.
- Provided representation to individuals and companies in the redemption, purchase, and sale of business interests of stock to outside third parties and to other business owners.
- Represented companies and individuals in the negotiation of debt obligations and the preparation of secured and convertible promissory notes, mortgages, pledge agreements, security agreements, and intercreditor agreements.
- Prepared agreements to assign the contractual interests of our clients to a third party.
- Negotiated consents for clients from contracted parties in order to comply with contract provisions involving a change in control or assignment upon the reorganization of business entities.
Business Transactions & Negotiations
- Represented a Fortune 50 manufacturer in the negotiation of long term purchase agreements to source parts, each in excess of $20 million.
- Prepared master material supply agreements on behalf of multi-national corporation for various global regions.
- Represented clients in the negotiation of software, license, implementation, service and service-level agreements for information technology solutions, including custom software, software licensing, Software as a Service (SaaS) and Infrastructure as a Service (IaaS).
- Represented client in the negotiation of terms involving an exclusive services agreement in exchange for a large capital investment toward the development of facilities to host services.
- Represented a client in the preparation of a legal opinion on matters pertaining to the assignment of contractual interests, and corresponding legal obligations under indentures, due to the separation of a corporation into subsidiary functions.
- Represented client in the preparation of advance requests from Rural Utilities Service (RUS) guaranteed bonds under an all assets indenture for environmental improvement and related capital improvement projects at a coal-fired power plant.
- Participated in the representation of a client in the preparation of agreements for energy and interconnection service.
Corporate & Securities Litigation & Dispute Resolution
- Represented minority shareholder and terminated employee in negotiating terms to complete a business separation and sale of shares in the business, which included the resolution of claims filed by both parties in state court alleging claims of breach of contract, majority shareholder squeeze-out tactics and breach of fiduciary duties, unjust enrichment, and conversion.
- Represented an estate in a dispute with a life insurance company regarding the proper designee for the distribution of proceeds.
- Represented property owner in contesting the property value of parcels with the Board of Revisions and the filing of a tender pay request.
- Represented a minority shareholder in negotiating terms to resolve disputes with other shareholders concerning the allocation of proceeds and timetable of dissolution arising out of a sale of the primary assets of the business.
- Provided financial and legal analysis of competing appraisals of a business on behalf of a minority shareholder who was being squeezed-out by other shareholders.
- Performed detailed legal and financial analysis of competing appraisals of commercial property and structures during representation of property owner in contesting county appraised tax values.
- Counseled and represented client to terminate a license agreement and re-negotiate business terms relating to patents filed with the U.S. Patent and Trademark Office (USPTO) by the client and the third party.
- Represented client in sending cease and desist letters to entities who were improperly and unlawfully soliciting our client’s customers for competing service.
- Represented individual and former business owner to negotiate and resolve Ohio tax assessments levied against the individual seeking past taxes due from a different and unrelated business entity.
Regulatory Compliance, Securities & Filings
- Prepared and facilitated of registration statements, proxy and information statements, current reports, quarterly and annual reports, and Section 16 filings with the U.S. Securities and Exchange Commission (SEC).
- Represented client in an internal investigation by the Financial Industry Regulatory Authority (FINRA).
- Counseled clients on statutory obligations under the Health Insurance Portability and Accountability Act’s (HIPAA) privacy rules to provide notice in the event of possible data breaches.
- Represented clients in the filing of Form D exemptions from registration of securities sold pursuant to private offerings with the SEC.
- Represented clients in the preparation of state blue sky filings arising out of securities sold pursuant to private offerings.
- Assisted and represented clients with conducting various state licensure applications and complying with requirements.
- Participated in the development of an insurance company’s plan of demutualization, prospectus, and shareholder information statements.
- Facilitated applications for participation to supply electricity through Ohio utilities’ Competitive Bidding Process Auctions.
- “Data Privacy Concerns Should Be a Focus in M&A Transactions,” Thompson Hine Business Law Update, Spring 2018
- “Hospitals Cannot Fire Physicians Based on Peer Review Conduct,” Thompson Hine Health Care Law Update, March 2015
- “De Facto Private Right of Action Under HIPAA: Is Ohio Next?” Thompson Hine Health Care Law Update, December 2014
- Co-author, “The Closely Held Business: To Squeeze Or Not To Squeeze?” Law360, December 18, 2013
- Co-author, “Buy-Sell Agreements and Succession Planning” Dealer Exclusive, GE Capital Commercial Distribution and Finance, Volume 3 Issue 2, April 2013
- “Bilski v. Kappos: A Breath of Fresh Air or Resuscitating Uncertainty for Business Process Method Patents in The Information Age?”, Capital University Law Review, Volume 40, Issue 3
- “Privacy and Data Security Considerations in M&A Transactions,” IAPP KnowledgeNet (Columbus), September 2017
- "Physician-Laboratory Relationships: Recent Government Scrutiny," presentation at the Thompson Hine Health Care Briefing: Current Issues, November 2014.
- “Buy-Sell Agreements and Succession Planning,” article and live web chat for the North American Customer Base of the Distribution Finance Group of GE Capital, June 2013.
- Selected for inclusion in Rising Stars by Ohio Super Lawyers magazine, 2016, 2017, 2018
- Capital University Law Review, Staff Member of the Year, 2010 to 2011
- Capital University National Moot Court Team, Regional Finalist, 2011
- CALI Excellence for the Future Award; Information Privacy Law, Transactional Legal Drafting
- Hughes Award, 1998
- Ohio State Bar Association
- Columbus Bar Association
- International Association of Privacy Professionals
- Alpha Kappa Psi Business Fraternity Alumni
- Ohio University College of Business Alumni
- Madison County Hospital Foundation, Keystone Society, member
- London Area Baseball Council
- London Area Fastpitch Softball, coach
- Diocese of Columbus, youth basketball