We represented our client, United Medical Resources, in its acquisition by UnitedHealthcare.  United Medical Resources, a national third-party administrator, worked with more than 120 customers in health care, manufacturing, retail and service industries.  The company maintained its Cincinnati-area headquarters following the sale.  At the time of the transaction, United Medical Resources administered more than 1,400 health benefit plans for more than 400,000 members.

When Space Computer Corporation, a technology company that specializes in software for hyperspectral sensors, sought counsel to guide them through a merger with ITT Exelis, they turned to Dinsmore. Space Computer Corporation’s business includes the development and production of hyperspectral sensors, which are installed on satellites, manned aircraft and unmanned vehicles to detect hidden or obscure targets, cue other sensors, and downlink real-time data to analysts, including providing such services and products to the defense industry, U.S. military and government organizations. We were tax and transactional counsel, advising the clients on all aspects of the transaction, including tax structuring, negotiating terms, drafting the applicable documents, closing, and ensuring that our client’s interests were protected throughout the entirety of the transaction.

Acquired complementary Internet-based business by stock exchange.

Represented a publicly-held provider of engineering design software in the cash stock purchase of a data management software company.

Parties to corporate litigation settled their suit through partial sale, partial spinoff of key property in a stock purchase transaction.

Represented purchaser of proprietary "virtual paper" developer.

Represented the publicly-held purchaser of a Canadian venture-funded software company.

Leveraged management buyout (LBO) of company from parent corporation.

Represented public company in the sale of an $8,000,000 non-core Canadian software subsidiary to Canadian purchasers.

Sale of publicly-traded company to another publicly-traded company in registered S-4 transaction.

Represented a publicly-held savings and loan company in its acquisition by a larger publicly-held bank holding company in a stock-for-stock tax free merger.

Dealing with the Details

Every business, no matter how efficient, faces myriad challenges in keeping the company moving forward. From contracts and agreements to employee relations, intellectual property, corporate governance and administrative activities, establishing a solid framework for operations will not only protect assets and interests, but will also shield the business from liability.

When Tri-Arrows Aluminum, formerly ARCO Aluminum, was established in 2011, it turned to Dinsmore for guidance on a variety of strategic business issues. Our attorneys worked to acclimate themselves within the Tri-Arrows culture, enabling them to offer insightful counsel to further the company’s objectives by supporting negotiations with customers and suppliers. We fill a number of roles for Tri-Arrows, including reviewing contract language from the customer side, as well as reviewing supplier agreements from a risk management perspective, keeping a focus on both the short and long-term impacts of each agreement. As our team has become integrated with Tri-Arrows, we’ve become adept at stepping in throughout the contract process, whether it be initial negotiations and drafting, or simply reviewing and vetting the final product. Our attorneys understand the high standards that are synonymous with Tri-Arrows, and we thoroughly examine each contract and agreement to ensure our client is protected.

Protecting Tri-Arrows is also the driving force behind our ongoing advice regarding the management of its complex, manufacturing joint venture agreement with a competitor. The unique circumstances surrounding the joint venture, as well as the distinctive ownership structure of Tri-Arrows, pose myriad potential issues, including antitrust concerns. Our attorneys work diligently to ensure that Tri-Arrows is maximizing its potential in the marketplace without exposing it to unnecessary risk. We routinely advise Tri-Arrows on its business relationship within the joint venture, ensuring that the terms of the agreement remain favorable and satisfactory to our client as it continues to grow as a company.

Dinsmore’s attention to detail has also led to the ongoing development and structuring of a new document retention system within Tri-Arrows, enabling it to effectively leverage the Internet to provide global accessibility. Tri-Arrows’ “gold standard” approach to business, coupled with our team’s thorough knowledge of state and federal document retention requirements, has led to exploring robust options that serve the company’s long-term interests.

In guiding Tri-Arrows through its formation and providing ongoing counsel on a variety of matters, Dinsmore has become a valuable resource in its development.