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Representative matters

Examples of cases and other matters handled by Nicola, Gudbranson & Cooper attorneys are listed below by practice area. Click on any practice area to jump to that part of the list or scroll through the entire list.


Business and corporate law

  • Negotiated and drafted commercial real estate leases for publicly held company.
  • Negotiated international professional services and software agreements.
  • Organized corporations and limited liability companies in various states.
  • Represented corporation in the design, documentation and implementation of restricted stock plan and stock option plan for certain key employees.
  • Represented corporation in sale of substantially all its assets, including negotiation of all documents.
  • Represented corporations in the design, documentation and implementation of corporate succession plans.
  • Represented doctors in purchase from retiring doctors of shares in professional corporation.
  • Represented large publicly held company in its acquisition and disposition of operating divisions.
  • Represented many businesses in obtaining bank financing.
  • Represented officer of liquidating corporation regarding creditor protection.
  • Represented physician group in acquisition of assets of competing practice.
  • Represented printing company in obtaining tax abatement and low-interest loans through municipality to finance acquisition and construction of new corporate headquarters.
  • Represented purchaser of franchise in negotiations with franchisor.
  • Represented shareholders of insurance agency in sale of all shares of stock, including the negotiation of all documents.
  • Represented technology company in connection with significant equity investment and business alliance with large strategic partner.

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Employment law

  • Coordinated large-scale layoff of employees for client, including advising on severance packages, unemployment compensation and COBRA issues.
  • Created and implemented random drug testing policy for client’s employees.
  • Created non-solicitation and non-competition agreements for employer.
  • Developed employee handbooks for corporate clients.
  • Obtained six-figure jury verdict for plaintiff-physician seeking unpaid bonuses.
  • Presented multimedia sexual harassment training seminars to client’s management personnel.
  • Represented employee pursuing unpaid compensation from former employer.
  • Represented executives and employers in negotiation and documentation of all phases of their employment relationships.
  • Represented former management employee in negotiations for enhanced severance package.
  • Resolved employment dispute involving potential age and sex discrimination claims.
  • Settled claims for Violation of Specific Safety Requirements (VSSR).
  • Successfully defended client in an unemployment compensation appeal.
  • Successfully defended employer in a race and sex discrimination case filed with Ohio Civil Rights Commission (OCRC).
  • Successfully defended employer in a U.S. Equal Employment Opportunity Commission (EEOC) discrimination claim.

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Sports law

  • Advised baseball team in connection with ballpark construction.
  • Conducted team sales via asset purchase and equity restructure.
  • Established operating and ownership entities for professional baseball teams.
  • Negotiated stadium leases and transfers on behalf of professional baseball teams.
  • Obtained approvals on behalf of baseball teams from Minor League Baseball and the Office of the Commissioner of Baseball.

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Entertainment law

  • Established entities and ownership structures for recording and management companies.
  • Negotiated artist contracts and performance agreements.
  • Prosecuted grievances on behalf of artists.

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Real estate law

  • Defended property owner in breach of residential lease action brought by tenant.
  • Negotiated and drafted commercial real estate leases and amendments for publicly held company.
  • Represented buyers and sellers of residential real estate.
  • Represented commercial landlord in breach of lease action against former tenant and in counterclaim filed by tenant.
  • Represented commercial property owners seeking lower real property tax valuations.
  • Represented property owners in zoning disputes.

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Public sector law

  • Advised local governments regarding development and zoning issues.
  • Currently serve and previously held office as law director for local governments.
  • Handled civil litigation and labor issues for 45,000-resident suburb.
  • Prosecuted misdemeanors on behalf of local governments.
  • Provided aggresive defense to government entities in Section 1983 civil rights, employment, zoning and personal injury claims in Ohio state and federal trial and appellate courts as well as at the administrative level.
  • Represented local government entities in administrative, civil and criminal law matters.
  • Represented local school district.
  • Serve as prosecutor for Gates Mills, hunting Valley, Lyndhurst and Mayfield Village and as acting prosecutor for Richmond Heights, advising police departments on a day-to-day basis, developing policies and attending to all prosecutorial duties at trial and appellate levels.
  • Successfully defended law enforcement personnel and municipalities against claims of excessive force, illegal search and seizure, discrimination and other civil rights disputes and on public sector labor and other procedural and substantive issues.
  • Successfully represented municipalities in claims involving wrongful death; zoning and housing issues; eminent domain, roadway maintenance, repair and signage; and parks, sidewalks, sewers and other public property.

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School law

  • Advised community schools on disciplinary issues with students, including expulsion hearings.
  • Advised community schools on employment issues.
  • Assisted with sponsor audits and financial audits by state auditor.
  • Attended and documented board meetings, including preparing board books containing agenda, resolutions, minutes and backup materials.
  • Conducted board training.
  • Created organizational documents for Parent Teacher Association.
  • Negotiated community school contracts with sponsors.
  • Negotiated contracts with management company and other key vendors.
  • Prepared IRS Form 1023, application for tax exempt status, for new charter schools.
  • Prepared meeting notices and board minutes in accordance with Ohio Sunshine Law.
  • Prepared school policies for board review.
  • Prepared start-up documents, including articles of incorporation and bylaws, for new charter schools.
  • Prepared student/parent handbooks.
  • Represented charter schools in IRS disputes over tax-exempt status.
  • Represented charter schools in various types of litigation.
  • Represented students in disciplinary hearings.
  • Represented students, parents and schools with transportation issues.

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Family law

  • Represented client in divorce matter involving valuation of closely held business.
  • Represented clients in family law matters, including collaborative divorce, dissolution, annulment, child support and alimony issues.
  • Represented small business owner in complex recalculation of child support.
  • Successfully sought appointment of spouse as guardian of her husband after adult child from previous marriage sought appointment as guardian.

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Executive compensation and employee benefits

  • Represented corporation in the design, documentation and implementation of deferred compensation and supplemental retirement arrangements for certain key employees.
  • Represented corporation in the design, documentation and implementation of restricted stock plan and stock option plan for certain key employees.
  • Represented corporation in the development and documentation of employment agreements for certain key employees.
  • Represented key executive employees in the development and documentation of employment agreements.

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Estate planning and business succession planning

  • Consulted with numerous business owners on corporate succession issues, including the design and implementation of employee stock ownership plans (ESOPs).
  • Represented a couple in the creation of a qualified personal residence trust to reduce estate taxes on Ohio and Florida homes.
  • Represented business owners in the design and documentation of corporate succession plans.
  • Represented client in the preparation of a testamentary trust and new estate planning documents following client’s second marriage.
  • Represented clients in developing late-stage planning strategies to minimize estate taxes.
  • Represented clients in establishing family limited partnerships and other vehicles to reduce estate tax exposure.
  • Represented clients in the design, documentation and implementation of irrevocable life insurance and other trusts.
  • Represented clients in the transfer of a family business using intentionally defective grantor trusts and other strategies.
  • Represented company president in negotiations with company owner and father-in-law over corporate succession, including interim buy/sell agreement funded with life insurance.
  • Represented individuals in the development and documentation of estate plans, including wills, trusts, powers of attorney, living wills, irrevocable trusts and family entities.

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Trust and probate administration, guardianships

  • Advised trust beneficiary in dispute with family member serving as trustee.
  • Completed administrations of multimillion dollar estates and trusts.
  • Defended executors in a contested will matter.
  • Represented beneficiaries in claims brought by illegitimate heirs.
  • Represented fiduciaries in connection with the defense and settlement of probate disputes.
  • Represented numerous executors and administrators in the probate administration of estates.
  • Represented out-of-state parent in federal and state court proceedings related to the payment of life insurance proceeds to minor following the death of the ex-spouse.
  • Successfully sought appointment of spouse as guardian of her husband after adult child from previous marriage sought appointment as guardian.

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Litigation

Commercial and business litigation

  • Defended Fortune 500 company in dispute with potential franchise.
  • Defended out-of-state defendant from fraud claim relating to sale of a business.
  • Defended property owner in breach of residential lease action brought by tenant.
  • Obtained six-figure jury verdict for plaintiff-physician seeking unpaid bonuses.
  • Pursued claims arising from breach of a franchise agreement.
  • Represented commercial landlord in breach of lease action against former tenant and in counterclaim filed by tenant.
  • Represented commercial property owners seeking to lower real property tax valuations.
  • Represented foreign company in breach of agency contract claim against local corporation.
  • Represented foreign manufacturer against claims of interference with contractual relations and alter ego claims.
  • Resolved multimillion-dollar lawsuit involving implied warranty of merchantability and claims for rejected product.

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Employment litigation

  • Obtained six-figure jury verdict for plaintiff-physician seeking unpaid bonuses.
  • Represented former employee on claims for unpaid salary and commissions.
  • Settled claims before filing suit for former employee seeking unpaid salary and commissions.
  • Settled claims for Violation of Specific Safety Requirements (VSSR).
  • Successfully defended client in unemployment compensation appeal.
  • Successfully defended employer in a race and sex discrimination case filed with OCRC.
  • Successfully defended employer in EEOC discrimination claim.

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Professional malpractice litigation

  • Defended doctor in malpractice case and in coverage dispute with malpractice insurance company.
  • Defended many certified public accounting (CPA) firms in claims alleging negligent tax, audit and business advice.
  • Defended physical therapist against claims of negligent treatment.
  • Represented architect in negligence claims related to the planning and design of commercial building.
  • Represented law firm in malpractice claim alleging deficient advice related to estate planning.
  • Won verdict for accountant accused by physician of malpractice in the valuation of medical practice.

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Corporate litigation

  • Consulted in connection with possible claims of breach of fiduciary duty arising out of client’s ownership interest in limited liability company.
  • Defended company and its majority shareholders from breach of fiduciary duty claim brought by minority shareholder.
  • Represented shareholder of closely held corporation in breach of fiduciary duty claim against majority shareholder.

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Bankruptcy litigation

  • Assisted companies in filing reclamation claims against bankrupt entities that received goods shortly before bankruptcy.
  • Defended small computer hardware distributor against claims brought by bankruptcy trustee seeking recovery of sums paid to distributor by bankrupt company shortly before it filed for bankruptcy.
  • Obtained dismissal of fraudulent transfer allegations brought by bankruptcy trustee against a registered representative.
  • Resolved bankruptcy adversary actions involving trustee’s challenge to the validity of refinanced residential mortgages.
  • Successfully defended creditors against preference claims.
  • Successfully obtained relief from all automatic stay to prosecute arbitration against debtor.

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Trust, estate and probate litigation

  • Advised trust beneficiary in dispute with trustee.
  • Advised trust beneficiary in obtaining copy of trust and accounting from unrelated individual serving as trustee.
  • Represented adult children in dispute with stepmother over loss of inheritance due to inadequate funding of trust.
  • Represented sisters in dispute with deceased brother’s ex-wife, who attempted to claim ex-husband’s 401(k) and IRA benefits after he failed to change beneficiary designation following divorce.
  • Successfully represented beneficiaries in will contest arising out of changes to will that benefited stepmother.

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Real property litigation

  • Protected lender’s tax increment financing rights in foreclosure action.

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