Lawyers COLUMBUS BAR
Quarterly Winter 2026
CORPORATE & TRANSACTIONAL LAW In this edition explore topics related to corporate and transactional law, including arbitration provisions, corporate tax elections, vendor contracts, and economic development agreements. Plus, find articles about cybersecurity, building connections with other lawyers, and Franklin County’s reentry pilot program.
A publication of the Columbus Bar Association | www.cbalaw.org
TABLE OF CONTENTS
WINTER
2026
CBA Leadership
5
Columbus Bar Association Editorial Board
Chair Caitlyn Johnson
Board Members Joshua Cartee Lisa Critser Claire Halffield Matthew Jalandoni Janyce Katz Garth Robotham Melanie Tobias
Editor & Designer Lexi Foster
You Passed the Bar... Now What? Kelli Amador
You Belong at the CBA Sustainers, 11 Welcome, Groups & Networks, Socials, and More
Bar Insider Secret Ingredient 19 The to Attorney Retention? The CBA Community! Jill Snitcher
Growing, 23 Connecting, Succeeding: The
Young Lawyers Professional Development Network Rebecca Hill
Advertising publications@cbalaw.org
Should 29 Attorneys Make Cyber Insurance Coverage a Priority John Susie
Columbus Bar Association 230 West St., Suite 100 Columbus, OH 43215 (614) 221-4112 www.cbalaw.org
Points of Practice Trust Crisis: 35 The Why Modern Lawyers Must Work Harder to Connect Kwame Christian
a Pathway 53 Building Home: Franklin
County’s Reentry Pilot Program Charts a New Course for Judicial Release Stephanie Hanna
Life Outside the Law with Artistic 57 Lawyers License:
Stefan T. E. Thomas / Stefan T.Wong Joshua Cartee
Mental Health 65 6Myths That Need to Be Squashed Scott R. Mote
Winter ‘26: Corporate & Transactional Law That Arbitration 71 Is Provision Worth the Gamble? Andrew C. Clark
the Tax 79 Navigating Terrain: Common
Pitfalls When LLCs Elect S-Corporation Status Maritza “Shay” Nelson
Fine Print of AI: 85 The Managing AI Vendor Contracts in an Evolving Landscape
Better Lawyer Book to Read if You 41 AHave Time to Read Janyce Katz NOTICE: Statements or opinions expressed herein are those of the authors and do not necessarily reflect those of the Columbus Bar Association, its officers, board, or staff. Any statements pertaining to the law contained in this magazine are intended solely to provide broad, general information, not legal advice. Readers should seek advice from a licensed attorney with regard to any specific legal issues.
Better Lawyer Continued
First Year on the 49 My Bench Judge M. Shawn Dingus
Alexandra (Ali) Nienaber & Adava Jefferson
Practitioner’s 91 APerspective on
Municipal Economic Development Thad Boggs & Emma Mulvaney
Write for CBA Publications! Interested in writing? CLE credit eligible. Have a theme idea? Email publications@cbalaw.org for more information.
The Spring 2026 Issue will feature articles on Immigration Law. The Summer 2026 Issue will feature articles on Intellectual Property Law.
CBA Leadership
YOU PASSED THE BAR . . .
NOW WHAT?
By Kelli Amador
Photos from November SideBars honoring newly barred attorneys. Photo credit: Kelley Marchal, CBA
5 | Columbus Bar Lawyers Quarterly | Winter 2026
Graduating law school and passing the bar exam is a major accomplishment — but in life, it represents not the finish line but rather the starting line to the next phase. It’s the end of your academic career and the beginning of your professional career. Perhaps you secured a job, perhaps you are working on securing a job, but the truth remains the same that you are just getting started. So, you passed the bar, now what? Here are my five tips for where to start:
Join the Columbus Bar As Judge Charles Schneider has said, “take the bar, pass the bar, join the bar.” He’s right. It’s an easy way to get connected with your colleagues and the legal community, find CLE, and build your legal reputation. But beyond that, lawyers hold a special place within society, and joining the Columbus Bar is a responsibility that we owe to better the legal profession and bridge the gap beyond non-lawyers and the law.
Get a Professional Headshot My law school headshot was the result of a mad dash through the law school, scurrying to find the elusive third floor of the library. By the time I 6 | Columbus Bar Lawyers Quarterly | Winter 2026
reached the photographer, I was sweaty and out of breath. The resulting photograph did not capture the calm, cool professional I aimed to exude. However, included in your CBA membership each year (see star number 1) is a free professional headshot. You do not have to be stuck with a bad photograph for LinkedIn or your resume. Book a session with Kelley to keep your professional image up to date!
Kelley Marchal
Complete Your New Lawyer Training By the end of the first CLE biennial compliance period, new lawyers must complete 12 hours of new lawyer instruction — specialized introductory CLE credits required by the Supreme Court of Ohio. The Columbus Bar offers free New Lawyer Training to members, and sessions are offered virtually for maximum convenience. Don’t wait until December to sign up for the required hours! (But if you happen to procrastinate, the CBA offers a robust CLE schedule in December.)
7 | Columbus Bar Lawyers Quarterly | Winter 2026
Become a Notary Becoming a notary is a useful but often underutilized licensure by lawyers. Whether you practice in corporate or litigation, being a notary is a useful skill for any area of practice. And best of all, as an attorney, your commission never expires, meaning once you’ve taken the training program, you can be a notary for life. The Columbus Bar offers start-to-finish notary certification programs — from getting your background check and taking the notary class to advising and coordinating the purchase of the appropriate supplies. You never know when you’ll receive the email asking, “Is anyone here a notary?” The CBA is here to help you answer the call.
Build Your Network Through Practice Groups and Professional Development Networks It took a lot of grit to get where you are now, and though you’ll need that independence in your professional life, a career cannot be built in isolation. The Columbus Bar can facilitate you meeting people. Take the 8 | Columbus Bar Lawyers Quarterly | Winter 2026
first step in building your professional network by attending one of the Bar’s events. The Bar also offers more than 20 practice groups and professional development networks to its members that host meetings, CLEs, and social events. These groups offer a unique opportunity to not only meet other lawyers in the community but to connect with experts in your particular field. The first step is the hardest: sign up for a new lawyer event to meet peers you’ll see the rest of your legal career and make a point to regularly attend meetings as you grow and learn.
Now that you know where to start and what to do next, get out there and do it! I will see you at the Bar.
Kelli Amador Dinsmore & Shohl, LLP kelli.amador@dinsmore.com
9 | Columbus Bar Lawyers Quarterly | Winter 2026
You Belong at the CBA
WELCOME to the COLUMBUS BAR! Aashka Gupta Abbey Boehnlein Abby Vitali Abby Williams Abigail Adams Abigail Boehnlein Abigail Walls Abigale Groseclose Ainsley Lawler Alex Chalom Alexander French Alexander Jones Alexander Lersch Alexander McMillan Alexander Panico Alexandra Rasmussen Alexandria Nagel Alexis Thigpen Allie Hansen Amanda Goldhardt Amandah Goddard Amishi Singh Andrew Bruno Andy Gonzalez Angel Minto Anirudh Raghuvir Anjolie Harland Anna Tai Anna Tencza Annalise Thomas Ari Levinson Ariana Winbush Arianna Kelawala Ashley Morris Ashley Watkins Ashton Lawler Athena Patitsas August Middendorf Avery Lechner Avery Meier Barbara Garcia-Powell Benjamin Connor Benjamin Rininger Bertha Jaramillo Alfaro Braeden Condon Brandon Justice Brandon Spencer Brennan Eggleston
Brian Hart Brian Miller Brianna Booker Brooke Avery Brooke Lenigan Bryn Sobas Caelan Wilson Caileigh Angerman Caitlin Creach Caitlyn Looby Caleb Irwin Calvin Furbee Cameron Hagy Cameron Tiefenthaler Camryn Reitzel Cara Snider Carlos Valdes Diaz Caroline Bossa Caroline Hartman Caroline Latta Carson Fox Carter Gray Casey Patterson Catey Wolfe Chance Lane Charles Freeman Chase Evans Chase Moore Cheryl Faulkner Christopher Mayfield Clara Logan Clare Driscoll Clarence Gordon Clémence Daniere Cole Renier Colleen McNamara Coray Thomas Corey Taylor Darren Williams David Cooperman David Dodevski Deven Rea Devin Tipton Devon Hollingshead Dino Tsibouris Donald Keller Douglas Girard Dylan Parnas
Dylan Ramey Dylan Shuster Elena Latshaw Elena Mendez Elijah Thorpe Ella Reither Ella Todd Elowen Conley Elysia Fabian Emelie Stewart Emily Hemlinger Emily Roberson Emma Smith Eric Bridge Eric Ward Ethan Ostrov Ethan Rutherford Ethan Wigal Faith Beery Faith Swartz Gabriel Roman Gabriella Donatucci Gabrielle Wimmers Garrett Folden George Spurgeon Gina Galanti Grace Brecht Grace DeWitt Grace Iannarino Grant Bordner H. Lee Thompson Hayden Hooker Heather Arslanian Heather Lang Henry Mills Hillary Tabler Ikhra Jama Iliana Wilson Iris Kolenich Irshad Molla Isaac Seal Isaac Weber Isabella Bryan Isabella Vargas Isabelle Rammel Jack Huguenin Jack Marks Jackson Mabee
Jacob Lewis Jade Mongold James Fetter James Flowers James McNamara James Nunn Jamie Aschenbach Jamie Weatherly Jasmine Lucas Jason Paskan Jeremiah Beeler Jessica Balliett Jibril Ghadban Jillian Alexander Jillian Dewhurst John Harrington John Kirchner John Mattingly Jon Michael Gaudin Jonathan Ransom Jordan Millikan Joseph Abboud Joseph Derrico Joseph Notter Joseph Rinehart Josephine Phelan Joshua Rhodes Joshua Wiseley Julia Hoffman Julie Fishman Kaeden Fox Kailynn McDonald Kaitlyn Mincey Kate Crager-Tobin Kathryn Rossman Kathy Kahn Katie Keefer Kayla Arenschield Keera Garmon Keion Sadeghzadeh Kennedee Plank Kevin Ruff Kierra Smith Kyle Johnson Kyle Leahy Kyra Kremser Laila Lowe Lauren Baird
WELCOME to the COLUMBUS BAR! Lauren Gillespie Lila Dean Lillian Cook Lindey Helwagen Lindsey Stevens Liya Yared Logan Briggs Logan Janik Luke Clark Luke Schmeltzer Luke Smith Maddie Kappel Madeleine McCabe Madeleine Willenborg Madeline Sandoval Madelyn MacHamer Madison Crawford Madison Dyer Madison Hammond Madison McCurdy Madsyn Selph Maitree Joshi Maria Simpson Marissa Lee Marygrace Fagan Mason Lewis Mason Miller Mathias Manner Matthew Brailas Matthew Schwamberger Matthew Stowe Maureen Treynor Maximilian Legere Megan Lee Meghan Nelson Michael Kraft Michelle Wang Miranda Hall Mireille Kuzwa Mohamed Muriidi Mohammadhossein Moshrefi Morgan Frye Mukisa Joshua William Natalia Leal Natalie Hensley
Nathan Norris Nathaniel Ginsburg Nicholas Blevins Nicholas Urich Nick Addison Nicolino Orengo Olivia Beckett Owen Lewis Paige Harmon Parker Staten Patricia Carolan Peajai Keyse Peter Hattemer Peyton Crume Phillip HoSang Piper Farrell Quinn Sippola R.L. Kelly Phillips Rachelle Ritter Raymond Cunningham Reagan Sovchen Regis Wintermantel Renalta Nkansah Richard Lucas Riley Stevens Robby LeFevre Robert Morje Rodrigo da Silva Roger Sugarman Rubie Burg Ryan Medendorp Ryan Rhodes S. Alex Vakkur Saba Rehman Sabrina Seda Samaree Perkins Sammie Thompson Samuel Hopcia Samuel Lively Samuel Sauer Sarah Saker Sarah Weglarz Sarah Willbarger Sarah Yow Sarkis Vartanyan
Sean Blood Shayne Silver-Riskin Shelby Babel Sheryl Arden Shukri Zanika Simon Soros Sneha Kar Sofia Stefano Sowmya Srikrishna Spencer Helms Stacey Alphonse Stanley Mathews Stephan Shehy Stephanie Beriso Stephanie Steinmetz Stephen Demos Stephen Dodd Stephen Psyhogios Steven Garcia Sydney Vance Sydnie Oakleaf TaKeysha Jones Tamara Smith Taylor Crawford Taylor Schneider Terri Mabiria Thomas Lauber Thomas Strefelt Thomas Testa Timothy Fautz Trey Willis Trinity Scott Tyler Owens-Terwilliger Tyler Schroeder Valerija Semeniakaite Veronica Worley William Brailer William Gillespie William Henkel William Roby William Seitz Wyatt Kirby Zoe Cook Zoe Myers
COLUMBUS BAR ASSOCIATION SUSTAINING MEMBERS
THANK YOU Your support makes a difference.
Allen S. Kinzer Ann Whitlow Lippman Aracely Tagliaventi Barron K. Henley Benjamin L. Zox Bradley B. Wrightsel Carl D. Smallwood Charles A. Schneider Charles C. Warner Colleen K. Nissl Cynthia Ellis Hvizdos David A. Goldstein David C. Patterson David H. Thomas David K. Lowe David P. Meyer Dimitrios G. Hatzifotinos Douglas E. Hoover Frank A. Ray Frederick M. Isaac George J. Arnold H. Lee Thompson Henry L. Fein Ira B. Sully J. Troy Terakedis Jack G. Gibbs James A. Saad James H. Bownas Jane Stempel Arata Jay E. Michael Joanne S. Beasy
John C. Fergus John C. Nemeth John S. Jones Kenneth R. Kline Kimberly Callery Shumate Kimberly D. Nocera Mark C. Collins Melanie R. Tobias-Hunter Michael D. Martz Michael D. Saad Michael S. Jordan Jennifer Christina Lee David S. Bloomfield Jr. Paul Giorgianni Peter John Georgiton Philip P. Ryser Richard B. Igo Richard F. Meyer Richard L. Levine Richard S. Donahey Robert D. Erney Robert W. Kerpsack Robin L. Strohm Ronald A. Fresco Ronald E. Davis Ronald L. Rowland Russell A. Kelm Russell W. Kessler Samuel A. Peppers Sandra Carrillo Sandra E. Booth
Scott N. Friedman Scott N. Whitlock Scott R. Mote Scott T. Lindsey Shane M. Dawson Stephen A. Moyer Stephen C. Fitch Susan D. Rector Thomas J. Bonasera Thomas K. Lindsey Thomas M. Taggart Vicki L. Jenkins W. Jeffrey Cecil Walter W. Messenger William G. Porter William J. Browning William John Wahoff William L. Byers IV
Bar Insider
The Secret Ingredient to Attorney Retention? The CBA Community! By Jill Snitcher
In today’s legal world, recruiting and retaining great talent is more challenging than ever. Associates and young attorneys have choices: lots of them. The competition for top performers is fierce, and many lawyers — especially those newer to the profession — are seeking more than a paycheck or a title. They want purpose. They want mentorship. They want to feel part of something larger than themselves. That’s where the Columbus Bar Association plays a crucial role.
19 | Columbus Bar Lawyers Quarterly | Winter 2026
For more than 150 years, the CBA has provided more than just continuing legal education and professional resources — it has built a community. Through networking, mentorship, leadership programs, and service opportunities, the CBA creates meaningful professional connections that help attorneys grow personally and professionally. The CBA also provides something rare in today’s professional landscape: a safe space. It’s an environment where attorneys can connect without office politics, performance pressure, or social media judgment. Within the Bar, they can speak openly, seek advice, and build relationships with peers and mentors who understand their challenges. For younger attorneys who may have started their legal career online, this kind of authentic, in-person connection can be transformative — helping them develop confidence, communication skills, and professional poise that will serve them for a lifetime. In an era where remote work and flexible schedules can sometimes leave attorneys feeling isolated, the CBA provides a vital sense of connection — to each other, to the profession, and to the community they serve. When attorneys participate in CBA practice groups, leadership academies, and professional development programs, they form
20 | Columbus Bar Lawyers Quarterly | Winter 2026
relationships that reinforce their sense of purpose and belonging. They gain mentors who guide them, peers who understand their challenges, and opportunities to contribute to something beyond billable hours. These experiences translate directly into higher engagement, stronger loyalty, and lower turnover within their offices. When an office encourages association participation and invests in membership for all its attorneys, it fosters a culture of collaboration, shared values, and continuous learning. Attorneys who are connected to their professional community stay longer, grow faster, and represent their offices with pride. Forward-thinking attorneys recognize that engagement with the CBA isn’t just a professional perk — it’s a strategic advantage. Attorneys and offices that intentionally align with the CBA don’t just strengthen their brand — they build a culture where people want to stay.
Jill Snitcher Columbus Bar Association jill@cbalaw.org
21 | Columbus Bar Lawyers Quarterly | Winter 2026
CONNECTING, GROWING, SUCCEEDING: THE YOUNG LAWYERS PROFESSIONAL DEVELOPMENT NETWORK By Rebecca L. Hill
If you’re a newer attorney in
part
of
the
Columbus, you’ve probably heard
Professional
about
Young
Lawyers
Development
the
Columbus
Bar
Network? Whether you’re fresh
Association’s
multitude
of
out of law school or a few years
resources for legal professionals.
into your career, this Network is
But did you know that as a CBA
designed specifically for you, and
member with ten or fewer years
it’s packed with opportunities to
of practice, you’re automatically
help you thrive. 23 | Columbus Bar Lawyers Quarterly | Winter 2026
What Is the Young Lawyers Professional Development Network? The Young Lawyers Professional Development Network is a vibrant community
within
the
CBA,
Why Join the Network?
dedicated to supporting attorneys their
If you’re a newer attorney, you’re
careers. Our mission is simple: To
already a member — no extra
help
build
steps required! But what truly
rewarding
makes a difference is getting
professional lives. We do this by
involved and taking advantage
offering a holistic perspective to
of what the Network has to
professional
offer you.
in
the
early young
stages
lawyers
successful,
focusing
of
development,
not
just
on
legal
knowledge, but also on business
Our
acumen,
lunchtime meetings, happy hours,
networking,
and
the
in-person
to seen
firsthand
how
virtual
and special events are designed
pursuit of personal growth. I’ve
and
the
foster
connections
with
attorneys from all corners of the
Network can transform a young
legal
attorney’s experience. We’re here
private firms, in-house counsel,
to help you acquire all the tools
solo practitioners — each bringing
you need to build a successful
their
career — from substantive legal
insights. Whether you’re listening
expertise and practical business
to
sense
practice tips or chatting with a
strong
to
sprawling friendships,
networks, and
balanced perspectives.
a
fellow
space
own
—
experiences
seasoned young
breakfast,
government,
you’ll
litigator attorney find
and share over
yourself
part of a community eager to help you grow. 24 | Columbus Bar Lawyers Quarterly | Winter 2026
And when it comes to substantive
Perhaps most importantly, the
knowledge,
the
Network
is
a
Network is a place where you can
trove.
Whether
your
find balance and support. The
interests lie in public or private
early years of practice can be
practice,
law,
overwhelming, but here you’ll find
criminal law, corporate law, or
colleagues ready to share their
another
have
own challenges and successes.
access to CLE opportunities as
You’ll get advice on maintaining a
well as practitioners willing to
healthy work-life balance, and
share their expertise on best
you’ll build friendships that make
practices,
the journey not just manageable,
treasure
manage
employment specialty,
you’ll
learning your
how
to
workload,
and
but truly rewarding.
strategies for staying current in a rapidly changing field. Of course, being a successful attorney today means more than mastering the law. Our programs delve into the business side of practice
—
yourself,
how
to
market
manage
client
relationships, and understand the realities
of
the
Through
practical
profession. events
and
candid discussions, you’ll gain the confidence and skills to navigate the complexities of building a legal practice.
In
short,
Young
participating Lawyers
Development joining invested
a
in
the
Professional
Network
means
community
that’s
in
your
growth
professionally
and
personally.
It’s
an
opportunity
to
—
learn,
connect, and thrive as you build your career. 25 | Columbus Bar Lawyers Quarterly | Winter 2026
Ready to Get Involved?
support each other, the stronger our legal community becomes.
If you’re a CBA member with ten or fewer years of practice, you’re already Lawyers
part
of
the
Young
Professional
Development Network. All you need to do is show up! Join us on the
4th
Wednesday
of
each
month at noon, and keep an eye
For more information, visit the Columbus website
or
Bar
Association
reach
out
to
me
directly. I look forward to seeing you at our next event and to building a bright future together!
out for special events throughout the year. If you’re an experienced attorney, encourage your newer colleagues to participate. The more we
26 | Columbus Bar Lawyers Quarterly | Winter 2026
Rebecca L. Hill Vorys, Sater, Seymour and Pease LLP rlhill@vorys.com
Attorneys Should Make Cyber Insurance Coverage a Priority By John Susie
Law firms are no longer on the sidelines
According to industry research, law
of cyber risk — they are now in the
firms are five times more likely to
direct line of fire. Here are some
be targeted by cyberattacks than
sobering statistics:
other industries, simply because 29 | Columbus Bar Lawyers Quarterly | Winter 2026
they hold high-value client data and
When we talk about cyber-exposure for
sensitive internal information.[1]
law
In one study, 29% of law firms reported a security breach in the
firms,
a
number
scenarios
apply,
all
insurance
can
help
of
specific
of
which
cover,
if
structured appropriately:
last year, and an additional 19% said they weren’t sure whether one had
Data
occurred.[2]
exposure: A phishing email leads to
The average cost of a data breach for law firms in 2024 was more than $5
million,
with
a
double-digit
breach
/
client-data
unauthorized
access
document
repository;
of
your client
confidential data or trade-secret materials are exfiltrated.
increase over the prior year.[3] Ransomware / encryption attack: Ransomware is a real danger: since 2018
more
attacks
than
have
138
law-firm
been
publicly
confirmed, involving at least 2.9 million records, and an average ransom demand of $2.47 million.[4]
Your
case-management
systems
are locked; you lose access to critical filings, deadlines, and client records until you pay — or worse, you decide not to pay and suffer severe interruption. Social engineering / funds transfer
According to a survey, only 40% of
fraud: A bad actor impersonates a
law firms reported carrying cyber-
partner or client and triggers a wire
liability insurance.[5]
to be sent. This is increasingly recognized as a cyber risk and
In short, if you are practicing law in Ohio, regardless of the size of your firm,
you
face
a
significant
and
growing cyber-risk. It’s not a question of if but when. 30 | Columbus Bar Lawyers Quarterly | Winter 2026
has been causing claims in the legal space.
Business interruption / reputation
Tailored to risk type and incident
damage: Even if your firm recovers,
response: Cyber policies are built
the
for incident response — forensic
downtime,
notifications,
regulatory costs, and reputational
investigation,
legal
notification,
loss can far exceed the direct tech-
credit-monitoring services, public-
remedy cost.
relations, regulatory defense, and cyber extortion payments. These
Regulatory
and
ethical
claims:
Clients or even non-clients may
are not typical items in traditional malpractice coverage.
sue alleging that your law firm failed
to
secure
its
systems,
exposing sensitive information or enabling fraud.
basic coverage in your professional liability policy leaves you and your firm vulnerable. Cyber-risk is substantially and
requires
distinct
coverage. Here’s why opting for a stand-alone
management
cyber
insurance
incentives:
Many insurers that provide cyber coverage
Given these risks, simply relying on the
different
Risk
require,
and
even
incentivize, certain baseline cyberhygiene practices (e.g., multi-factor authentication,
incident-response
plan, employee training). That then becomes
a
positive
risk-
management cycle for your firm.
policy
makes sense:
Client
expectations
and
competitiveness: More clients are Coverage
gaps:
malpractice
or
policies or (e.g.,
general
liability
exclude,
limit,
often
carve
Standard
out
cyber-events
ransomware,
interruption
due
businessto
extortion, regulatory fines).
breach,
asking providers
whether
their
(including
service
law
firms)
have cyber-risk protections and data-security
protocols.
Having
dedicated cyber cover sends a strong
message
of
diligence
and professionalism.
31 | Columbus Bar Lawyers Quarterly | Winter 2026
Policy Comparison: Standalone vs. Malpractice Add On Many
malpractice
policies
include
limited cyber endorsements, but they have
narrow
scope
and
sublimits.
Standalone cyber policies offer:
Coverage Feature
LPL Cyber Add-On
Stand-Alone
First-party costs (forensics, remediation)
Often excluded/sub-limited
Fully included
Notification & credit monitoring
Limited or absent
Typically included
Ransomware & extortion protection
Rarely covered
Covered
Regulatory defense & fines
Often narrow
Full coverage
Business interruption
Not covered
Covered
Pre- and post-loss risk services
Minimal
Comprehensive
Standalone cyber policies are generally more expensive but provide far greater protection — essential for law firm resilience.
32 | Columbus Bar Lawyers Quarterly | Winter 2026
The speed, sophistication, and financial
damage growing, and the inadequacy
cost of cyber-attacks continue to climb.
of traditional policies evident, stand-
Even if your firm hasn’t yet experienced
alone cyber insurance should be part of
an incident, the risk is asymmetric: the
your
downside is large (millions in cost, loss
you’d like to discuss how to evaluate
of
exposure)
your exposure, compare policies, and
while the probability is meaningful (as
implement appropriate insurance and
shown by the statistics above). Having
cybersecurity controls, please feel free
the proper insurance coverage today —
to reach out.
reputation,
with
regulatory
stand-alone
cyber
risk-management
strategy.
If
insurance
tailored to the legal-industry context — is no longer optional diligence; it is a business-risk necessity.
John Susie Columbus Bar Association john@cbalaw.org
Specialized options exist for law firms, but coverage is only effective if aligned with your risk profile and supported by good cyber-hygiene practices. As an insurance agent with CBS Agency, I would
welcome
the
opportunity
to
review your firm’s current insurance portfolio, compare standard vs. standalone cyber options, and help you structure a plan that complements your malpractice
coverage,
aligns
with
ethical obligations, and protects your firm’s future. Cybersecurity is not solely an IT matter; it is a client-trust matter, a businesscontinuity matter, and a professionalethics
matter.
With
law
increasingly targeted, the scale of
firms
1. TPx, Law Firms Five Times More Likely to be Targeted by Cyberattacks (Jan. 17, 2025), https://www.tpx.com/blog/law-firms-five-times-morelikely-to-be-targeted-by-cyberattacks. 2. Independent Insurance Agency Academy, The Biggest Legal Industry Cyber Attacks and Trends (Sept. 11, 2024), https://independentinsuranceagency.academy/industry -news/agency-operation/the-biggest-legal-industrycyber-attacks-and-trends. 3. Drew Danner, Cyber Security for Law Firms: Best Practices, Policies, and Prevention in 2025, BD Emerson, https://www.bdemerson.com/article/cybersecurity-for-law-firms-best-practices (accessed Dec. 16, 2025). 4. Rebecca Moody, Law Firms Hit with Average Ransom Demand of $2.5 Million, comparitech (Aug. 1, 2024), https://www.comparitech.com/blog/informationsecurity/ransomware-attacks-law-firms. 5. John Simek, 2023 Cybersecurity TechReport, American Bar Association (Dec. 18, 2023), https://www.americanbar.org/groups/law_practice/reso urces/tech-report/2023/2023-cybersecuritytechreport. 33 | Columbus Bar Lawyers Quarterly | Winter 2026
Points of Practice
The Trust Crisis: Why Modern Lawyers Must Work Harder to
By Kwame Christian
We’re living in unprecedented times.
When it comes to the legal profession,
The rise of Artificial Intelligence (AI)
trust is a cornerstone — on both the
and
macro
to
digital a
communication
deterioration
communication
in
skills.
has
led
face-to-face
micro
levels.
Broadly
speaking, our legal system depends on
media
the public’s ability to trust in it and
algorithms are creating a more divisive
have confidence that all processes
society than ever, and many experts
will be fair, consistent, and ethical.
are even reporting that we are in a
Should this trust become fractured,
loneliness
the
epidemic.
Social
and
All
of
these
consequences
can
become
factors, and more, have led to a serious
catastrophic. This is a primary reason
decline
why, as attorneys, we are held to such
in
trust
in
our
society,
particularly within our institutions, with
high standards within our profession.
the legal system being no exception. 35 | Columbus Bar Lawyers Quarterly | Winter 2026
On the more interpersonal level, trust
scarcity, whether in their business or
between attorneys and their clients, as
personal lives. As lawyers, it’s so easy
well
to get trapped in the “busyness spiral”
as
with
opposing
counsel,
is
equally important. A lack of trust within
of
these
to
deadlines. Our default mindset often
unnecessary conflict, inefficiency, and
becomes “I don’t have time,” even if it’s
stress — all of which have negative
only for small moments of connection.
dynamics
can
lead
packed
calendars
and
looming
impacts on the clients we serve. But here’s the truth: time scarcity is Turning specific attention to our clients:
usually an emotional perception, not an
As lawyers, we’re often serving people
absolute truth. Research shows that
when they are at their most stressed,
when we’re under stress, our sense
vulnerable, or frustrated; sometimes
of time can become distorted and lead
they’re
us to believe that we have less time
even
facing
the
most
consequential moments of their lives.
to
Whether they are navigating divorce,
skipping
facing
for trust-building, we set ourselves
criminal
charges,
resolving
spare
than
we
really
these
micro-opportunities
In up
business conflicts, or trying to protect
for
assets, their lives, their futures, and,
expectations,
often, their emotional well-being are in
adversarial dynamics, all of which may
the hands of someone they may barely
lead to costly delays, unnecessary
know.
conflict, or even lost clients.
Without
trust,
a
functional
miscommunication,
do.
and
unmet potentially
relationship would be nearly impossible. The human elements that build trust — So how do we build and maintain this
casual conversations, active listening,
trust when skepticism is on the rise?
and thoughtful check-ins — often get lost due to the busyness spiral. And
The Core Problem: Time, Emotion, and
yet, they’re the very things that clients
Perception
remember and value.
Trust takes time. The problem? Almost
Rebuilding trust requires an intentional
everyone is facing some kind of time
and consistent investment in human
36 | Columbus Bar Lawyers Quarterly | Winter 2026
connection and interaction, much of
Take a quick moment to acknowledge
which can be achieved through simple
birthdays or life milestones. These
actions that compound over time.
small gestures humanize you.
Practical Strategies: Building Trust
Master the Art of Small Talk
with Clients Investing in trust-building requires a critical
mindset
shift.
Rather
than
viewing these additional touchpoints as “extra
work,”
“essential
reframe
work”:
them
as
that
is
work
fundamental to your success and the impact you’re trying to have in the lives of your clients. Here’s another angle: Your commitment to becoming more trustworthy and relatable might just be the competitive factor
that
differentiates
you
from
others in the profession.
building more trust: More
case. Note and reference details from past
conversations.
Show
genuine
interest in who they are, not just what they need from you. Practice
Deep,
Empathetic
Listening Do your best to put away your phone during meetings. Reflect back what you hear, validate their emotions, and resist the urge to jump straight into problemsolving. Let silence exist — it shows you’re present and thoughtful.
Below are some practical ways to begin
Create
Ask about your client’s life beyond the
Explain the “Why,” Not Just the “What”
Positive
Touch
Points Don’t wait for case updates or news to reach out. Make time to send brief
Take advantage of opportunities to offer deeper understanding. Demystify processes, walk them through your thinking, and set realistic expectations.
check-in messages, even if you don’t have significant updates on the case. 37 | Columbus Bar Lawyers Quarterly | Winter 2026
Be
Accessible
Without
Being
Overwhelmed
a great way to open the door for some reciprocity
and
a
quick
micro-
another
critical
connection. Set
clear
boundaries
for
communication, then honor them. If it’s
Transparency
helpful, use automation tools to stay
ingredient. Be strategic but also upfront
responsive without sacrificing quality or
about your client’s interests, goals, and
interfering with other commitments.
limitations. This doesn’t mean giving up leverage
—
is
it
means
avoiding
Practical Strategies: Building Trust
unnecessary ambiguity. A willingness
with Opposing Counsel
to collaborate can signal confidence and integrity, oftentimes offering up
While client relationships often take
a subtle invitation for others to do
center stage, it’s equally important to
the same.
consider the ways in which we can engage
and
build
trust
with
our
Finally,
remember
that
your
own
opposition. It can be easy to forget that
conduct sets the tone. Model the
these conversations, while adversarial,
behavior that you want to see. You
are
not
can’t
always
control
with
professionalism,
person
does,
and
personal
transparency
are
conflict.
Leading
respect,
and
foundational
to
what
you
another
will
almost
certainly cross paths with a person
disarming any potential tension and
whose
creating an ecosystem of trust.
mirror your own from time to time. That
intentions
and
values
don’t
said, your behavior and example still Where possible, take a moment to
have
the
power
to
influence
the
establish a personal connection before
dynamic, even if it isn’t immediately
diving into legal arguments. A brief
evident. Most importantly, you protect
acknowledgment of shared challenges
your own reputation. You never know
or humor can soften the edges of a
who is in the room and taking notice.
tense negotiation and humanize the interaction. Even sharing some of your
In the end, trust between opposing
own (light) personal anecdotes can be
counsel isn’t about giving up the fight.
38 | Columbus Bar Lawyers Quarterly | Winter 2026
It’s about reducing unnecessary conflict
The Path Forward
and serving clients more effectively through mutual respect and the power
In
of collaboration.
disconnected and skeptical, lawyers
a
have Opportunity in the Crisis
world an
that
feels
opportunity
increasingly —
and
a
responsibility — to lead with humanity. The path to trust isn’t paved with grand
The
legal
built
on
gestures. It’s built in dozens of small,
ideologies,
and
consistent choices made every day.
profession
antiquated
policies,
is
rules of thought. While the profession continues to evolve, many lawyers
The fundamentals haven’t changed;
remain entrenched in more traditional
we’ve just forgotten them. Start small.
schools of thought. In other words, not
This week, choose one relationship — a
everyone
client, a colleague, or opposing counsel
is
ready
to
embrace
collaboration and trust-building as core
—
tenets of a strong legal or business
connection. Track what changes. You
strategy.
may be surprised by how much of a
This
creates
a
massive
opportunity for those of us who are. In
and
invest
intentionally
in
difference it makes.
the sea of the “status quo,” those who seek a nontraditional approach will stand out dramatically. Similarly, as AI begins automating more services,
human
connection
Kwame Christian Carlile Patchen & Murphy LLP kchristian@cpmlaw.com
will
become the ultimate differentiator. The strongest in the profession will be those
who
have
a
reputation
for
offering something more than just cold information, advice, or strategy.
39 | Columbus Bar Lawyers Quarterly | Winter 2026
Better Lawyer
A BOOK TO READ IF YOU HAVE TIME TO READ By Janyce Katz
41 | Columbus Bar Lawyers Quarterly | Winter 2026
It seems harder than ever to find
But at last, while a bit under the
the
a
weather, I found the time to just
comfortable chair and just read a
sit and read a few books. (I won’t
book for at least a few hours. We
go into detail about the number of
are
and
e-mails waiting to be reviewed
needing
when I was better, but I will say
immediate answers to questions
there were lots and lots of them.)
time
to
slammed
social
media,
curl
by
up
in
e-mails
some
or just a friendly “hi,” while others are
begging
for
money
or
repeatedly sending sales pitches for products that we looked at online once. And, cleaning these emails out takes time that we could use for reading, being with family members, playing a musical instrument,
listening
to
music,
going for a walk, going to a play or opera or ballgame, or sitting in front of the tv zoning out.
Of the many books that I found interesting and attention holding, one particularly stood out:
The
case of Henri Philippe Pétain, better known as Marshal Pétain, the hero of Verdun in WWI, who became the head of the so-called Vichy regime in France June 1940. Julian Jackson’s France on Trial: The Case of Marshal Pétain is a must read.[1] This book, a winner of the Duff Cooper Prize in 2024, while very well-written, is a bit more complicated for someone not well-versed in French history and politics (or does not take the time to become at least a little
knowledgeable
about
France’s history). Julian Jackson, a historian and a professor emeritus, started his 42 | Columbus Bar Lawyers Quarterly | Winter 2026
career by earning his PhD from
German war effort under the
Cambridge
cover of what has been called “a
University.
His
dissertation on the impact of the
hypocritical
1930
Depression
French
possibly had “hatched” a plot
politics
gave
solid
against the Republic a long time
understanding of the political and
beforehand.[2] Historian Robert
cultural history of the politics and
Paxton
politicians in the pre-, during, and
sudden collapse under the Nazi
post-World War II era.
invasion was, in part, because the
on
him
a
neutrality”
argued
that
and
France’s
Vichy leaders sought to have an The trial of Pétain opened on July
internal
23, 1945, and attracted worldwide
national revolution and to join with
attention. Pétain, the former hero
Nazi Germany as a partner in a
of World War I, was tried for the
new Europe.[3]
sins
Vichy
leaders
authoritarian,
racist,
committed
when the Nazis fully controlled a
The depression of the 1930s had
good part of France.
polarized France, leading to nine governments between 1932 and
It was a pure “political” trial from
1934, riots in 1934, a government
the start. The country’s people
under French socialist André Léon
wanted badly to punish those who
Blum from 1936 to 1938 (replaced
served in the Vichy government
by Édouard Daladier, who signed
or who worked closely with any of
the Munich agreement to appease
the Nazis. To many, it seemed
Hitler), and a defeat in 1940 that
that the only question to be
“swept
answered
whether
away.”[4] The former leaders of
Pétain would be sentenced to
France were witnesses who did
death or to life in prison.
not want to indite themselves,
would
be
the
whole
system
especially Paul Reynaud, who had The prosecution tried to prove
difficulty forming a coalition in
that the Vichy leaders cooperated
1940 and thus had no ability
with the Nazis and assisted the
form a government of national
to
43 | Columbus Bar Lawyers Quarterly | Winter 2026
unity. He brought Pétain into the
The armistice gave Germany a
government with the hope that he
good part of France but allowed
would bolster morale.
the
French
government
to
continue to operate in part of the Instead, Pétain quickly concluded
country, to keep some of its army,
that the war was lost. On June 12,
and to keep its colonies in Africa.
1940,
indicated
he
France had to turn over certain
armistice
with
German civilians and its heavy
a
armaments in good condition. The
Pétain
supported
an
Germany
and
continuation
of
rejected the
war
from
army
and
the
navy
were
abroad. He essentially said that
demobilized and disarmed. The
France was defeated, leaving the
understanding was that Britain
country
and
also would soon fall and, after
engender
that, a peace treaty between the
suffering
was
desertion,
would
renewal. He was appointed to
Vichy
French
government
and
form a new government.
Nazi Germany would be signed. But, that signing never took place.
Later, Reynaud was interned by the Vichy government as a former
Pétain’s government included his
“warmonger” and was, in 1942,
adviser Pierre Laval, who acted
deported to Germany, where he
as
was interned in a castle with other
supported peace with Germany
high-profile politicians.
from the start. Laval had been
the
foreign
minister
and
Prime Minister of France three France signed an armistice with
times between 1931 and 1936,
Nazi Germany on June 22, 1940.
and in his last term he had tried to
Hitler had the armistice signed
reach out to Hitler, Stalin, and
in the same rail car and the
other leaders to ensure peace.
same place where the defeated Germany
had
armistice
signaling
signed defeat
an
On October 24, 1940, Pétain’s
on
party, including Laval, drove to
November 11, 1918. 44 | Columbus Bar Lawyers Quarterly | Winter 2026
the Occupied Zone and met with
Hitler and other Nazi leaders, plus
to the Vichy government and said
a translator, in Hitler’s saloon car.
that the greatest blow to the
The two-hour meeting was, in
people was the expenditure of
part, filmed and used for German
trust. A socialist and a Jew, Blum
propaganda.
Pétain
had, allegedly, been spared death
stepping out of his car to a line of
but spent time in a “luxury” area of
German
the
It
showed
soldiers
standing
at
attention and shaking hands with
Buchenwald
Concentration
camp because of Pétain.
them and then with Hitler. Allegedly, Pétain tried to oust Laval in 1943 but failed because the Germans got wind of the incident. Pétain was placed under strict surveillance and basically isolated, first in Vichy and then in Germany. Laval then acted as
The jury debated only a few hours before returning a death penalty sentence
for
Pétain.
That
sentence was mitigated to life in prison by Charles de Gaulle, who had been mentored a bit by Pétain many years earlier.
Prime Minister. As pointed out by Jackson, while Historian Peter Novick called the
the
trial
“abominable
“an
elaborate
ceremony
acte
d’accusation racial
the
laws”
that
laws
and
aimed at symbolically condemning
defied
a
traditions” and the “humiliating
policy.”[5]
As
French
“French
—
philosopher Albert Camus wrote
collaboration”
in
is
victims to the Reich as demanded
absolved, it would mean that all
— mentioned the fate of the Jews
those who fought against the
twice, the court failed to delve
occupier
wrong.
into what really happened.[7] As
Those who were shot, tortured,
Paxton suggested, “home-grown
deported would have suffered in
antisemitism” was endogenous to
vain.”[6] Blum, a three-time Prime
the region.[8] Perhaps because
Minister, had been opposed
Jews returning from concentration
April
1945,
were
“If
in
Pétain
the
that
delivered
45 | Columbus Bar Lawyers Quarterly | Winter 2026
camps had been silenced and
they only denaturalized 3 percent
history had yet to reveal the
of the total.[10] As many of these
entire horror of the Holocaust,
people were Jews who had fled
this major issue was neglected in
pogroms in their former countries,
the trial. The argument was that
this
denaturalization
Pétain made a “deal” to allegedly
up
to
protect French Jews by deporting
death camps.
be
delivered
set
them
to
the
75,000 of them — 70 percent of whom
had
fled
Nazi-
France on Trial brings out other
occupied countries for safety in
issues about how the trial was
France
—
from
to
the
Nazi
conducted: The judge, who had
and/or
work
sworn an oath of loyalty to Pétain,
camps.[9] The reality, according
and the structure of the jury with
to
Paxton
and
was
its 24 members (12 members of
that
the
Vichy
leadership’s
the Resistance and 12 members
extermination
Jackson,
homegrown antisemitism aimed
of
to exclude Jews from civil service
some of whom had voted against
and other professions, leading
granting Pétain full power in 1940.
Vichy France to unleash a wave
The book also argues that over
of antisemitic laws.
the years, the trial of Pétain
pre-war
Parliamentarians),
became more of a trial of France Only two witnesses were called
itself, as it was not only Pétain
during the trial to discuss the fate
and a few Vichy leaders who lead
of the Jews, and they were called
its destruction.
by the Defense. One witness was Jean-Marie Roussel, the former
Although I eventually had to face
chair
the
of
Commission
the set
Denaturalization up
by
awaiting
emails
when
I
Vichy
returned to my regular day-to-
government in 1940 to review all
day, I am glad I was able to
the naturalizations carried out in
spend a few hours with a good
France since 1927 under a more
book. Now, you go find the time
liberal law. Roussel claimed that
and read!
46 | Columbus Bar Lawyers Quarterly | Winter 2026
1. Julian Jackson’s France on Trial: The Case Against Marshal Pétain was first published in England in 2023 by Allen Lane. The version I read was published in 2024 by Penguin Books, part of Random House in the United Kingdom. 2. Id. at 162. 3. Robert O. Paxton, Vichy France, Old Guard and New Order, 1940-1944 (1972). 4. France on Trial, supra note 1, at 124. 5. Peter Novick, The Resistance Versus Vichy: The Purge of Collaborators in Liberated France 173 (1968). 6. France on Trial, supra note 1, at xxv. 7. Id. at 232. 8. Vichy France, supra note 3. See also Michael R. Marrus & Robert O. Paxton, Vichy France and the Jews (1995). 9. France on Trial, supra note 1, Chapter 16 “The Absent Jews.” 10. Id. at 237.
Janyce C. Katz General Innovations and Goods, Inc. janyce.c.katz@gmail.com
47 | Columbus Bar Lawyers Quarterly | Winter 2026
My FirstByYear on the Bench Judge M. Shawn Dingus My First Year on the Bench By Judge M. Shawn Dingus
My parents kept a book to record my first year on Earth. To its pages they pasted pictures, pinned locks of my coal black hair, and recorded minute details about my daily habits and early development. To name a few, those details included my excessive fussiness, my indecipherable utterances, and my growing curiosity about the world around me. This article is my own
attempt to record my development during my first year on the appellate bench. While I have been told that I can still be fussy and occasionally ask indecipherable questions (and I clearly no longer have that full head of black hair), I believe that I continue to endeavor daily to demonstrate that same curious spirit that my parents saw in me some 53 years ago. 49 | Columbus Bar Lawyers Quarterly | Winter 2026
That curiosity, in part, is what led me to the bench. You see, last February was not the first time that I had donned the black judge’s robe. That happened when I was 16 years old. And no, I’m no Doogie Howser. My classmates had elected me to serve as the judge at our high school mock trial competition, likely because no one else was interested in the role. I still remember walking into the room to the call of “please rise” and feeling the robe weigh heavier on my shoulders with each step I took toward the makeshift bench. I began to feel the pressure from the student-attorneys, the litigants, and the audience. I now know that pressure was not just due to my youth but because those are the types of pressures judges face daily. They are also what make the job of judging both meaningful and profoundly rewarding. That initial experience, borne by curiosity, set in motion the chain of events that led me to a life in the law.
In law school, while no one area of the law stood out above the rest, I knew one thing for certain: I had no interest in practicing criminal or tort law. But of course, that is exactly what I did for the next 26 years, plus a little family law thrown in for good measure. I began my 50 | Columbus Bar Lawyers Quarterly | Winter 2026
career as an assistant prosecutor and then spent the next 24 years as a trial attorney in private practice. As many who read this will know, being a trial lawyer is not for the faint of heart. To do it well requires a relentless work ethic, a willingness to take risks, and an enthusiasm for continuous learning. While trial work may not seem directly translatable to the appellate bench, the insights gained litigating complex civil and criminal cases provide a perspective one simply cannot obtain by reading a transcript.
My years in practice have taught me that cases involve far more than just abstract legal concepts. Cases involve people, often at their lowest moments; they involve attorneys, who often sacrifice weeknights and weekends advocating for those people; and they involve issues to be decided and questions to be answered in ways that not only affect the people in those cases but also shape the law for those who come after. That experience has unquestionably helped ease my transition to the bench, but being an effective appellate judge requires more. It requires a zeal for learning diverse areas of the law, the ability to translate
complex thoughts into clear writing, and a willingness to serve as a neutral decision maker while working with two other judges to reach a decision. I began working on these skills on day one.
So, how has the past year gone? As I’ve said countless times since taking the bench, this is truly one of the best jobs in the world — and that is not hyperbole. Having the opportunity to make decisions that may have lasting implications, to learn something new every week, and to work alongside dedicated colleagues makes this job — in my humble opinion — unmatched in the legal profession. In fact, I have made it a habit every time I put on the robe to pause — if only for a few seconds — to reflect on the privilege and responsibility of the position. That sense of humility only grew when I discovered that my seat was previously held by the late jurists Chief Justice Thomas Moyer and Judge Peggy Bryant. I hope, at least in some small way, to honor their legacies.
And then there’s the work itself. Above all, I have thoroughly enjoyed the intellectual challenge of the job, especially the critical reasoning demanded by each case. Coming from
the fast-paced world of trial work, I sometimes need to remind myself that I have ample time to scrupulously analyze the arguments in the briefs, conduct a comprehensive review of the relevant case law, and craft what I hope will be a well-reasoned opinion. I have also relished the opportunity to learn. Even the smartest, most well-read judge will only know a small fraction of the law. Having practiced “from the lake to the river” — a phrase that I’ve unapologetically borrowed from my good friend, Judge Richard Brown — I’ve found that the best judges are those who recognize their limitations and take the time to consider every case thoroughly and objectively. At the end of my time on the bench, I hope the same will be said of me. Until then, I look forward to continuing to learn and to continue serving the citizens of Franklin County for years to come.
Judge M. Shawn Dingus 10th District Court of Appeals mshawndingus@franklincountyohio.gov
51 | Columbus Bar Lawyers Quarterly | Winter 2026
Building a Pathway Home: Franklin County’s Reentry Pilot Program Charts a New Course for Judicial Release By Stephanie Hanna
The Franklin County Court of Common
with the Franklin County Prosecutor’s
Pleas, General Division has launched its
Office,
the
Franklin
County
Public
Reentry Pilot Program, an initiative
Defender’s
Office,
and
a
aimed at providing targeted support to
network
individuals granted judicial release. This
reentry professionals.
of
community-based
new program represents a significant development
in
how
the
County
approaches reentry and rehabilitation. The Reentry Pilot Program is the first initiative of its kind at the felony level in
Franklin
County.
It
reflects
a
broader shift in the justice system toward
comprehensive,
informed
reentry
program
is
Munson
and
staff
led
attorney
by
evidence-
planning.
The
Judge
Sheryl
Stephanie
Hanna,
to
Jeffrey
Judge
Brown, and is built on a partnership
Left to Right: Laurie Arsenault, Sam Light, Sara Shields, Stephanie Hanna, Sheryl Munson, Cathy Kurila, Bethany Stewart
53 | Columbus Bar Lawyers Quarterly | Winter 2026
For lawyers who routinely handle post-
opportunities,
conviction
assistance,
matters,
judicial
release
hearings often raise a central question:
transportation substance
abuse
counseling, and housing resources.
What happens next? While statutory frameworks allow judges to evaluate whether
continued
incarceration
is
necessary, the mechanics of reentry and
reintegration
—
like
housing,
employment, substance use treatment, and mental health services — are often left to the individual to navigate with limited support. The Court’s new pilot program seeks to fill that gap. By creating structured, consistent, and individualized guidance for participants, the
program
addresses
the
very
factors that most commonly contribute to recidivism.
Assessment and Support
is
a
comprehensive
process
into
the
program,
participants meet regularly with the reentry
treatment
team
who
track
progress,
connect
individuals
with
services,
and
provide
both
accountability
and
encouragement
throughout the program. The long-term vision is for the pilot to evolve
into
a
certified
specialized
docket under the Supreme Court of Ohio’s Specialized Docket Section. This certification process, once pursued, will the
ongoing
Court
data
adherence
to
demonstrate
collection,
to
strict
evidence-based
practices, and continued collaboration
A main component of the Reentry Pilot assessment
accepted
require
A Collaborative Model Centered on
Program
Once
designed
to
identify each participant’s needs and
with community stakeholders. A
System
Shift
Rooted
in
Rehabilitation
risks. The program is not intended as a Instead,
Judge Sheryl Munson has framed the
participants receive tailored referrals to
program as a crucial step toward
service providers who can address a
reducing
wide
rehabilitative,
one-size-fits-all
array
model.
of
issues,
including
employment readiness, educational 54 | Columbus Bar Lawyers Quarterly | Winter 2026
recidivism
through
a
person-centered
approach. “The Reentry Pilot Program
represents a vital step toward breaking
achieved solely through incarceration,
the cycle of recidivism by providing
but through thoughtful, coordinated
individuals
with
the
support
necessary
lives,”
she
resources
and
support that addresses the underlying
rebuild
their
drivers of criminal behavior.
to
explains.
“By
working
together with legal and community
As
partners, we are fostering a justice
County attorneys will play a key role —
system that prioritizes rehabilitation
not only as advocates for their clients,
and long-term success.”
but as partners in shaping a reentry
the
system
program
develops,
grounded
in
Franklin
fairness,
Numerous studies have shown that the
accountability,
period immediately following release is
Currently, within the first six months of
one
for
the program, there are six participants
barriers,
with an active application list of those
financial pressure, unstable housing,
being screened for acceptance. The
and untreated behavioral-health needs
hope is to graduate the first class of
can
overwhelming.
participants in 2026. The launch of this
Programs that offer structured support
pilot marks an important moment in the
at this critical juncture can dramatically
County’s evolving approach to justice,
improve
one that recognizes that successful
of
the
returning
most
precarious
citizens.
quickly
Legal
become
outcomes
both
for
the
individual and for the community.
and
opportunity.
reintegration benefits not just returning citizens, but the entire community.
A
Forward-Looking
Approach
to
Community Safety At its core, the Reentry Pilot Program represents
a
shared
commitment:
Stephanie Hanna Franklin County Court of Common Pleas stephanie@theother85.net
reducing recidivism by investing in the stability and success of individuals returning
home.
For
community,
it
a
is
the
legal
reminder
that
meaningful public safety is not 55 | Columbus Bar Lawyers Quarterly | Winter 2026
Life Outside the Law
LAWYERS WITH ARTISTIC LICENSE: Stefan T. E. Thomas / Stefan T.Wong By Joshua Cartee
Advocate Artist Attorney Author Business Owner Composer Conduit Enigma? Entrepreneur Mediator Musician Singer Songwriter What is in a name? Or a job title? Or a profession?
How do we define
and
ourselves?
Do
based
situation
identify
identities
shift
on
our
and circumstance? 57 | Columbus Bar Lawyers Quarterly | Winter 2026
Those are all the questions I had in my
opaque. He asked me about some of
mind when I met Stefan T.E. Thomas
my artistic endeavors, and we caught
for lunch at the Columbus Museum of
up with some small talk while waiting
Art to talk about life as an artist and a
for our food. Then we dove right into
lawyer. We became acquainted in 2023
my questions.
through a workshop at the Lincoln Theatre at which he presented on intellectual property law. During the workshop, I introduced myself and learned
that
Stefan
was
also
a
musician, and I filed that piece of information away. Periodically, I read articles about Stefan, some of which described him as an “enigma.” I even spotted him in the Greater Columbus Arts Council promotional video that ran for years before movies at the Gateway Film Center in the University District — singing at VMS Recording next to accompanist
and
Billboard-charting
producer, Jonathan Baker, at the piano. Fast forward a couple years, while thinking of CBA members with artistic passions to feature in this article, Stefan immediately sprung to mind. And I needed to know: is he really
an
enigma? Stefan entered the Museum of Art café with a warm smile and wearing his signature, circular sunglasses, nearly 58 | Columbus Bar Lawyers Quarterly | Winter 2026
after class during Stefan’s freshman year at OSU and told Stefan that he should consider going to law school. This idea germinated over the next several years. During this time, Stefan reached out to Kris Y. Coleman, J.D., MBA at the OSU Office of Minority Affairs, and asked her what he needed to do to get into law school and become a practicing attorney. She guided him through the process, for which Stefan is forever grateful. He soon took the LSAT, accepted an offer to
attend
Capital
University
Law
School, and followed in the path — but not the exact footsteps — of his uncle Larry Thomas and aunt Isabella Dixon, local criminal defense attorneys. After passing the bar in 2012, Stefan worked at Kegler Brown Hill & Ritter before starting his own law firm in early 2016. At Thomas Ingram Law Group, Stefan
focuses
on
business,
commercial property, education, and arts and entertainment law. Stefan has First,
for
our
readers,
Stefan’s
also served as an adjunct professor at
professional background. He attended
Capital
University
Law
School
and
The Ohio State University, majoring in
Otterbein University. At his firm, he
Criminology and minoring in Political
often serves as outside general counsel
Science, and graduated early in 2009.
to companies and assists them with
An English professor took him aside
regulatory and compliance matters, 59 | Columbus Bar Lawyers Quarterly | Winter 2026
treating each matter as unique and
Stefan called Brandon, and he did do
seeing his clients’ needs through their
something with music. From releasing
own eyes.
several
singles
performing
his
and music
albums,
to
in
of
front
In a lunch meeting scheduled for an
thousands and opening for GRAMMY®
hour, Stefan and I quickly spent 90
-nominated and -winning artists, Stefan
minutes
experienced a lot very quickly pre-
discussing
the
law,
art,
pandemic. He has had thousands of
and identity.
social media followers and streams on Beginning
in
2014,
Stefan
started
music sites. For the past several years,
singing and writing his own music.
though,
Musical talent ran in his family. His
artistic projects.
mother sang and wrote music for the gospel circuit; his parents wrote for a family church; his mother and aunts recorded gospel music; and one of his aunts, Vanessa Ayers, is a Juilliard graduate. Although Stefan was also musically inclined, and grew up singing bass and playing the saxophone in school, he never seriously considered composing his own music before. But then he met a GRAMMY®-nominated guitarist named Brandon Chapman at a law firm event and felt a connection. Brandon was the musical entertainment for the event, which was an evening of cocktail hour networking. On intuition alone, he approached Brandon and asked whether he could call Brandon if he ever wanted to do anything with music; Brandon said yes. 60 | Columbus Bar Lawyers Quarterly | Winter 2026
he
has
focused
on
other
I
asked
multiple
Stefan
how
identities.
he
navigates
manuscript, something was not quite
“There
is
clicking. References to “crows” in the
no
transition for me anymore,” he said,
book
particularly since he started working for
sparking the attention of the publisher.
himself. He is who he is, regardless of
The publisher read draft after draft and
environment.
time,
told Stefan: “You have something else
occasionally an intentional division of
you’re wanting to say,” or, “There’s
identities is necessary to allow for
something you’re saying that you’re
artistic exploration. Take, for example,
not saying.”
At
the
same
development
process
kept
Stefan’s most recent work, Talking These discussions transitioned to a
to Crows.
“literary journey.” Put simply, when Talking to Crows is part novel, part
Stefan was younger, on the route to
spiritual
pilgrimage,
part
school from the COTA bus stop, a flock
Originally
intending
to
entrepreneurial Stefan
business
reached
out
sonnet. write
an
of crows would daily be on the path.
handbook,
Stefan would talk to them, “and they
to
would
fellow
talk
back.”
This
experience
convention-buster and CBA member,
served as the foundation and title of
Kwame
the book.
Christian,
who
connected
Stefan to a publisher. While editing the
61 | Columbus Bar Lawyers Quarterly | Winter 2026
Talking to Crows is a fictionalized tale,
The
but it is a culmination of Stefan’s way of
identities came in the form of the pen
navigating the world and of writing: in
name: “T.Wong.” I asked Stefan about
law, in music, in art. It explores the
the significance behind the name and
openness necessary in living, but which
whether it allowed him more easily to
is currently lacking in many, and the
be the conduit for the story he wished
connectedness that is required to have
to tell. “Yes,” he said. Using a different
a meaningful life. Stefan said Talking to
name allowed him “the freedom to
Crows,
various
explore.” More than that freedom, he
linguistic threads (the legalistic, the
explained, “something came over me
musical, the artistic) into a single,
when I decided on the name.” Its
tangible object.
genesis, “T.Wong,” was the name of a
to
him,
unites
his
intentional
deceased
uncle
division
of
between
Stefan’s
and
“It might be my favorite work I have
Stefan’s own middle name. One more
ever done,” he said.
spiritual connection point.
62 | Columbus Bar Lawyers Quarterly | Winter 2026
An
“enigma”
easy
In that regard, Stefan Thomas may be
not
the quintessential lawyer with artistic
unknowable but rather takes effort to
license. He has demonstrated that an
know.
engage
attorney can excel in the arts, and an
regularly and passionately with areas
artist can excel in the law. Sacrificing
outside the law, this description might
one for the other, he proves, is a false
ring true. Many attorneys face the risk
choice. As to whether Stefan is an
and attendant pressure of the law
“enigma,” I had my answer.
characterization. For
defies An
lawyers
enigma who
is
consuming their other identities — whether
due
to
time
constraints,
billable hour requirements, or other professional
expectations.
These
pressures may be real or self-imposed (or both). Lawyers who also engage in artistic pursuits are maybe questioned
Yes. Knowable, but with some effort, defying easy characterization. There was one key that cracked the code for me, though. For Stefan, any “enigma” is unlocked by one element: the spirit of human connection.
— usually implicitly — whether they are
Readers
interested
truly committed to the practice of law.
Talking
to
But all the lawyers featured in this
https://www.stefantwong.com/home.
Crows
in
purchasing may
visit
column serve as convincing evidence for the proposition that lawyers do not have to abandon their passions for practice.
Joshua Cartee Columbus City Attorney’s Office jmcartee@columbus.gov
63 | Columbus Bar Lawyers Quarterly | Winter 2026
h t l a e H l a 6 Ment
d e h s a u q S e B o t d That Nee R. Mote By Scott
A mental illness is a treatable
lawyers. Unfortunately, there is a
medical condition that involves
stigma attached to mental illness.
changes in thinking, emotion, or
Sometimes, people define others
behavior that can affect people of
by their illnesses rather than who
all ages, races, religions, and
they
income levels. Some examples of
happens often, which leads the
mental illness include depression,
person living with mental illness to
anxiety, panic disorder, and post-
refuse to get help because of
traumatic stress disorder. When a
feelings of shame, isolation, and
person has a mental illness, he or
hopelessness.
she finds it difficult to cope with
lawyers, we help people on a daily
the ordinary demands of life.
basis. Let’s start helping those
are
as
individuals.
As
judges
This
and
with mental illness by educating Mental
health
issues
affect
ourselves and others.
everyone, even judges and 65 | Columbus Bar Lawyers Quarterly | Winter 2026
The following are myths about
Mental health disorders are not
mental illness that need to be
attributable
squashed. The more that people
having
understand about mental health
factors, such as biology, genes,
and decrease its stigma, the more
brain
likely people will be willing to
abuse can cause mental illness.
seek help.
to
being
character
flaws.
chemistry,
Unfortunately, stigma
weak
Many
trauma,
because
associated
or
and
of
with
the
mental
mental
illness, many people do not seek
health disorders can just snap
treatment. According to data from
out of it. They choose not to
the National Institute of Mental
because they are weak or have
Health and the Substance Abuse
character flaws.
and
Myth
1:
People
with
Mental
Health
Services
Administration, only about 50% of Fact: Having a mental illness is like any other illness that needs
adults with a diagnosable mental illness receive treatment.
treatment. If you have a fever, a bad cough, and cannot get out of bed, you go see your doctor for help. The same goes for mental health.
If
depression,
anxiety,
suicidal thoughts, or other mental
Myth
2:
People
with
mental
health problems have no hope. They will never get better.
health disorders are keeping you from your normal routine, you need
to
seek
help
and
get
Fact: Mental illness is treatable.
proper treatment.
There are many different methods
It’s impossible to just snap out
disorders,
such
of
therapy
and
impossible to snap out of a mental
fact,
American
health issue.
Association reports that 70-90%
pneumonia,
that are used to treat mental just
as
it
66 | Columbus Bar Lawyers Quarterly | Winter 2026
is
the
as
behavioral
medication.
In
Psychiatric
of
people
treatment
who for
seek
proper
Treat the person with respect,
mental
health
just as you would anyone else.
disorders witness a significant Refuse to define people by
reduction in symptoms.
their diagnosis or use labels such as “crazy.” Contact the Ohio Lawyers Myth 3: I can’t help a person with
Assistance Program (OLAP) or
a mental health problem.
the Judicial Advisory Group (JAG) for help.
Fact:
Friends,
colleagues,
and
loved ones can truly make a
Myth 4: Mental health problems
difference and influence a person
don’t affect me.
to get help. If you notice a colleague is having a difficult time, communicate that you value their well-being and show them
Fact: Mental health issues affect
the path to treatment. If you have
everyone,
conquered mental illness, be an
lawyers. According to The Path to
advocate
Lawyer Well-Being, the report of
for
other
legal
even
judges
and
professionals who might be afraid
the
to speak up. Share your story so
Lawyer Well-Being, “40 to 70
that others can feel confident
percent
of
disciplinary
sharing theirs.
proceedings
and
malpractice
National
Task
Force
on
claims against legal professionals You can also: Learn and share facts about
involve
substance
use
or
depression, and often both.”
mental health, especially if you
Some signs and symptoms of
hear something that isn’t true.
mental illness include: 67 | Columbus Bar Lawyers Quarterly | Winter 2026
Withdrawal from activities Frequent absences
Myth 5: Substance use disorder is not associated with mental
Inappropriate behavior, moods
health issues.
Decreasing quality of performance
Fact:
Inappropriate pleadings,
to
the
2023
National Survey on Drug Use and
decisions
Health, 35% of adults aged 18 and
Co-workers and staff “gossip”
older
about changes in behavior
another mental disorder also have
Malpractice and disciplinary claims
a
in
the
substance
U.S. use
who
have
disorder.
At
OLAP, we treat many lawyers who have a dual diagnosis. This means
Missed hearings,
that they are living with mental
appointments, depositions
illness, such as depression or anxiety, and they use substances,
Loss of clients, practice,
such
respect
as
alcohol,
medications,
or
prescriptions illegal
drugs,
to cope.
Change of friends, acquaintances
Treatment
for
dual
diagnosis
Loss of confidence in attorney
includes integrated intervention,
by community leaders
where a person receives care
Isolation from support systems If
According
you
or
experiencing
a
colleague any
of
are these
symptoms, it is important that you get help. Contact OLAP or JAG. All inquiries are confidential. 68 | Columbus Bar Lawyers Quarterly | Winter 2026
for both their diagnosed mental illness disorder.
and Both
be addressed.
substance
use
issues
must
Myth 6: I can get better on my own.
words, such as “crazy,” “wacko,” “loony,” or by their diagnosis. Instead of saying someone is a “schizophrenic,” say “a person
Fact: Just as you cannot treat a disease such as cancer on your own, you cannot will yourself to get mentally healthy. Sure, you can exercise, meditate, and be more present, which are helpful and work for some people, but if your mental illness is keeping you from being competent and the best lawyer to your clients, you must seek professional help.
living with schizophrenia.” Treat people with mental illnesses with respect and dignity, as you would anybody else. It's important to acknowledge that the pressures of your role as a legal professional may lead you to seek solace in alcohol or other substances
to
manage
overwhelming
thoughts
and
emotions. If you find yourself confronting
such
challenges,
consider reaching out to the Ohio Lawyers
Fact: You can help.
Assistance
Program
(800-348-4343) or the Judicial Advisory Group (JAG) (800-3484343), a peer-based, confidential
As a judge or lawyer, you help
assistance program dedicated to
people, and you are a leader in
supporting
your community. Help end the
magistrates with both personal
stigma of mental health. Learn the
and professional issues.
judges
and
facts about mental health, be cognizant
of
them,
and
help
yourself or someone you think is struggling. Be quick to dispel something that is not true. Avoid
Scott R. Mote, Esq. Ohio Lawyers Assistance Program smote@ohiolap.org
labeling people with negative 69 | Columbus Bar Lawyers Quarterly | Winter 2026
Winter ‘26: Corporate & Transactional Law
Is That Arbitration Provision Worth the Gamble? By Andrew C. Clark
We have all heard (or lived through)
As attorneys, it is our job to assist our
horror
stories
about
unpredictable
clients in analyzing their legal goals and
judges
and
the
costs,
time
risk tolerances to help them decide
commitments, and negative publicity
whether to entrust their disputes to the
that arise when our clients step into the
judiciary or an arbitration process. This
courtroom. We also hear about the
article
perceived
alternative
advantages
and
dispute resolution, but is arbitration
arbitration
in
really a better option?
traditional court litigation, as follows:
benefits
of
addresses
five
perceived
disadvantages
Ohio
compared
of to
71 | Columbus Bar Lawyers Quarterly | Winter 2026
Advantages Faster resolution Cost savings / more predictable cost
Disadvantages Risk of bias / imbalance Cost can still be high / risk of multiple suits
Less legal precedent / public Privacy / confidentiality Expert decision‐makers Finality / limited appeals
Timeline
benefit Potential for unfairness / weaker procedural protections Limited appeal / review
Cost
As an experienced litigator, I can attest
If your client’s primary objective is to
to the attenuated timelines for civil
minimize
costs,
arbitration
is
cases within our judicial system, which
extremely
risky
alternative.
Typical
often span multiple years. Arbitration
filing fees in court are less than $1,000
on the other hand will typically be
and litigants are not required to pay
resolved within twelve months with
any hourly fees for the judge presiding
minimal risk of surprise continuances.
over the case, use of the courtroom, or
While anomalies may exist, if your
a court reporter to make a record of the
client’s primary objective is to achieve
proceedings. Arbitration, however, will
an outcome as quickly as possible,
typically require administrative fees
arbitration will almost always be your
significantly exceeding $1,000 that are
client’s best option.
set by the administrative body, and the
72 | Columbus Bar Lawyers Quarterly | Winter 2026
an
parties also will be responsible for hourly arbitrator fees comparable to the
hourly
rates
charged
by
Confidentiality
the
attorneys in the case, private reporting services, and even rental of a hearing
In 2025, most court records are readily
venue. Even worse, if the other side
searchable online, and even more are
fails to timely pay their share of fees,
available to anyone willing to drive a
the filing party may be on the hook for
few miles. The same cannot be said
advancing payment or risk having the
about arbitration filings, where it is
matter dismissed entirely.
nearly
impossible
to
search
any
arbitration records except when they are filed with a court for purposes of Admittedly, there may be some cost-
compelling
savings through arbitration arising out
confirming, modifying, or vacating an
of reduced motion practice, restricted
arbitration
discovery,
and
primary
efficiencies,
but
other in
my
timeline experience,
those cost savings will almost certainly
arbitration
or
otherwise
award.
If
your
client’s
objective
is
to
maximize
confidentiality, my experience is that arbitration is your client’s best option.
be overrun by administrative costs, arbitrator fees (this is especially true if the arbitration provision calls for a
Expert Decision Makers and
panel
Risk of Bias
of
arbitrators),
miscellaneous
costs.
and
other
Additionally,
arbitrators are limited in the claims they can hear and the relief they can
Within arbitration, the parties generally
provide. So, your client may end up in
have an opportunity to identify or rank
both arbitration and court if there are
potential arbitrators based upon their
claims or remedies that require judicial
CV, attorney licensure (or lack thereof),
resolution.
primary
billing rates, location, or other factors
objective is to minimize costs, my
that are disclosed. Additionally, there is
experience is that court will almost
typically a process for the parties and
always be your client’s best option.
arbitrators to disclose potential
If
your
client’s
73 | Columbus Bar Lawyers Quarterly | Winter 2026
conflicts of interest. Notwithstanding
comparison to those of judges and
those
renders
procedures,
guarantees
your
there client’s
are
no
it
nearly
impossible
to
top-rated
ascertain whether a particular arbitrator
arbitrator will be appointed, and your
has presided over prior arbitrations
client may be stuck with an arbitrator
involving the opposing party and/or
who lacks the specific expertise your
their counsel.
client desires. If your client’s primary focus is to have Court cases are typically assigned to judges by the clerk of courts, and the parties are not permitted to engage in judge-shopping based upon their prior work or case experience within a specific court. Nonetheless, conflicts of interest are routinely identified and
a substantive expert presiding over their dispute, arbitration may be their best option. If your client’s primary concern is to minimize the risk of bias in
favor
of
the
opposing
party,
proceeding in open court is more likely to address those concerns.
addressed in accordance with the Code of Judicial Conduct. Depending on the
Outcome Risks
specific court, there may be specialized dockets available, which should be
The grounds for confirming, vacating,
considered as part of this analysis.
or modifying an arbitration award are found within R.C. 2711.09–2711.14. In Ultimately, as professionals, we are all
1975,
compelled
attorney-
acknowledged some jurisdictions allow
arbitrators and judges will perform their
vacatur of arbitration awards “if the
obligations
reasoning
to in
presume an
ethical
and
the
Supreme
[of
an
Court
of
arbitrator]
Ohio
is
so
professional manner. Nonetheless, the
palpably faulty that no judge, or group
confidentiality of arbitration makes it
of judges, could ever conceivably have
significantly more difficult to perform
made such a ruling” but declined to
comparable research of an arbitrator’s
either adopt or reject such standard in
prior decisions and tendencies in
Ohio.[1] While the availability of such
74 | Columbus Bar Lawyers Quarterly | Winter 2026
relief in Ohio remains an open question,
deferential
the general trend of Ohio courts is that
designed to efficiently deliver justice
awards
and
should
confirmed
and
almost
always
not
merely
an
of
review
expeditious
courts
outcome. The trial court also maintains
cannot review claims of factual or legal
authority to vacate or grant relief from
error with respect to the exercise of an
judgment under the Civil Rules.
arbitrator’s
“[r]eviewing
be
standards
powers.”[2]
Ohio
courts
have further held that “when disputing their
Ultimately, Ohio’s general trend is that
controversy to binding arbitration, they
legally or factually erroneous arbitration
agree to accept the result, even if it is
awards
legally
wrong.”[3]
vacated upon a showing of fraud or
Ultimately, courts in Ohio have stated
other egregious circumstances as set
that “the trial court must be deaf to
forth in R.C. 2711.10 and 2711.11. While
claims that an arbitrator made factual
this prohibition against both courts and
or legal errors.”[4] In 2016, the 10th
arbitrators
correcting
District observed that “even a grossly
erroneous
factual
erroneous decision is binding in the
determinations raises serious questions
absence
about
parties
agree
or
to
submit
factually
of
fraud.”[5]
Even
more
can
the
only
be
modified
or
grossly or
constitutionality
legal of
such
troubling, the Supreme Court of Ohio
statutory application, it is incumbent
has held that after an arbitrator, or
upon attorneys to advise their clients of
panel of arbitrators, has entered the
these risks prior to including arbitration
award,
provisions within their contracts.
the
authority
arbitrators to
have
reconsider
“no [their]
decision.”[6] Summation In
contrast,
court
If your client is focused on restricting
correct
the scope of discovery, enhancing
prejudicial errors of fact or law on
confidentiality, or prioritizing speed of
appeal through appropriately
resolution, arbitration may be a useful
provides
proceeding
opportunities
in to
75 | Columbus Bar Lawyers Quarterly | Winter 2026
alternative to judicial processes. If your client is focused on cost reduction or concerns about bias of the arbitrator or judge, your client may be better served to
litigate
its
Regardless
disputes
of
the
in
court.
foregoing
considerations, if your client’s primary objective is to achieve a just outcome
1. See Goodyear Tire & Rubber Co. v. Local Union No. 200, United Rubber, Cork, Linoleum & Plastic Workers of Am., 42 Ohio St.2d 516, 523 (1975). 2. Summit Cty. Sheriff v. Fraternal Order of Police, 2017-Ohio-72, ¶ 8 (9th Dist.). 3. Belden v. Webb, 122 Ohio App.3d 199, 204 (1975). 4. City of Piqua v. Fraternal Order of Police, 2009-Ohio6591, ¶ 17 (2d Dist.). 5. State v. Ohio Civil Serv. Emps. Assn., Local 11 AFSCME AFL-CIO, 2016-Ohio-5899, ¶ 13 (10th Dist.), quoting Goodyear Tire & Rubber Co. at 522. 6. Miller v. Gunckle, 2002-Ohio-4932, ¶ 23.
that is free from material errors of fact or law, then the current trend within Ohio’s
courts
renders
arbitration
a
wholly unreliable system of dispute resolution and should be avoided in
Andrew Clark Onda LaBuhn
favor of judicial dispute resolution.
acc@ondalabuhn.com
76 | Columbus Bar Lawyers Quarterly | Winter 2026
e h t g n i t a g : i n v i a s l r Na l r a e f t T i x P t a n c T o le m E s m o C L C L n o n i e t h a r o W p r o C Sson l e s “Shay” N u t za arit Sta M By
Limited liability companies (LLCs) are generally
treated
as
pass-through
entities for tax purposes. By default, the members who work in the business are
not
Instead,
considered they
pay
“employees.”
themselves
by
distributing profits from the LLC. But because they are not employees, the members
also
have
to
pay
self-
employment taxes. To minimize this tax
79 | Columbus Bar Lawyers Quarterly | Winter 2026
burden, a small business LLC will often
This article addresses some of the
elect S-corporation (S-corp) status for
common
federal income tax purposes. By doing
encountered when an LLC elects to be
so, the members can become regular
taxed as an S-corp.
pitfalls
that
may
be
W-2 employees. They will still pay some employment taxes on their salary (a portion of which will be paid for by their
“employer”
expense)
but
as
not
a
business
self-employment
taxes on 100% of the business’s profits. While the S-corp election may offer fiscal advantages depending on each individual’s tax situation, small business owners must recognize that they are trading some of the flexibility inherent in the LLC structure for the more rigid constraints of Subchapter S of the Internal Revenue Code (IRC). Unlike an LLC, which is characterized by few formal
requirements,
subject
to
regarding
an
S-corp
significant its
is
limitations
ownership,
equity
structure, and operation. Failure to strictly adhere to these limitations results in an involuntary termination of the S-corp election, converting the entity
to
a
C-corporation
for
tax
Pitfall
1:
Violating
Shareholder
Eligibility and Quantity Rules One of the most frequent areas of failure stems from the S-corp rules governing who can be a shareholder and
how
many
shareholders
are
permitted. Ineligible Shareholders Under state law, an LLC is flexible regarding
membership.
Individuals,
corporations, partnerships, and even other LLCs can be members. However, to maintain S-corp status, the LLC must
generally
have
only
U.S.
individuals (citizens or resident aliens) as
shareholders,
with
limited
exceptions for certain estates, trusts, tax
exempt
organizations,
and
employee benefits plans.
purposes (with the double taxation problems that come with a C-corp),
A common mistake is to allow business
and generally barring a new S-corp
entities
election for five years.
partnerships, or other LLCs) to become
80 | Columbus Bar Lawyers Quarterly | Winter 2026
(such
as
corporations,
members of the LLC. For example, I
class of stock if all outstanding shares
frequently encounter small business
confer identical rights to distribution
owners who believe that they somehow
and liquidation proceeds.
get “more” limited liability protection if they own their interest in one LLC through another entity rather than in their
individual
capacity.
However,
doing so would make the LLC ineligible for S-corp taxation.
Multiple Classes of Interests LLCs frequently issue multiple classes of interests with varying economic or voting rights. But if an LLC electing S-
Exceeding the 100-Shareholder Limit
corp status issues different classes of LLC interests, this can be deemed the issuance of a second class of stock,
While an LLC typically has no upper
terminating the election. For example, a
limit on the number of members it can
small business owner who wants to
have, an S-corp can have no more than
have
100 shareholders. Although a family
investors in exchange for a preferential
exception exists (treating spouses, or
return
all
generally
members
of
a
family,
as
one
family on
and that
require
friends
as
investment the
silent would
creation
of
shareholder), exceeding this limit at
multiple classes of interest, violating
any particular time during the taxable
the S-corp rules. However, differences
year results in termination.
in voting rights alone are disregarded, meaning family and friend investors
Pitfall 2: Creating a Second Class of Stock The “one class of stock” requirement is arguably the most complex constraint
could
have
compared
limited
to
the
voting
rights
founder
without
running afoul of the rules. Profits Interests
imposed on an LLC that elects S-corp status, often conflicting directly with
LLCs commonly issue profits interests
the flexibility of the LLC structure. An
to members who provide services (as
S-corp is treated as having only one
opposed to a cash contribution) in 81 | Columbus Bar Lawyers Quarterly | Winter 2026
exchange
for
interest.
These
their
membership
members
may
be
Pitfall 3: Neglecting the Details and Compensation Rules
founders of the business or even key service providers that the company wishes to incentivize. A profits interest grants
the
right
to
receive
a
percentage of future profits but not existing capital. However, if the LLC plans to elect S-corp status, a profits interest will be treated as a second class of stock, meaning the members or other service providers will need to buy-in to the company.
in
the
LLC
operating agreement as the members see fit, an S-corp must ensure that distributions are proportionate to each member’s
ownership
interest.
A
disproportionate distribution generally creates a second class of stock and terminates the S-corp election, though limited
exceptions
distributions
that
are
make a timely S-corporation election on IRS Form 2553 no more than two months
and
15
days
after
the
beginning of the tax year the election is to take effect, with the consent of all current shareholders. Failure to meet this deadline requires seeking relief
Unreasonable Officer Compensation
While an LLC is generally free to distributions
To qualify, the entity must generally
from the IRS for a late election.
Disproportionate Distributions
structure
Untimely Election
exist
for
mere
timing
differences or made by mistake.
Another common pitfall occurs when S-corps
to
reduce
taxes
by
treating
employment
payments for services provided by the owners as something other than salary, i.e., cash distributions, payments of personal expenses, or loans. The LLC must treat these payments as salary subject to federal employment tax withholding, and the salary amount must be reasonable and appropriate compensation rendered.
82 | Columbus Bar Lawyers Quarterly | Winter 2026
attempt
for
the
services
Consequences of Pitfalls and Path to
company must demonstrate that the
Correction
terminating event was not reasonably within its control or occurred without
If an LLC electing S-corp tax status fails to satisfy any of the requirements, the S-corp election is terminated. The business entity then converts to a Ccorp for federal income tax purposes. Consequently, the company is barred from making a new S-corp election for five
years,
unless
the
IRS
grants
consent to an earlier election.
its knowledge despite due diligence to prevent it, and the company must take steps to correct the condition within a reasonable
period.
Given
the
complexity of the requirements and the severity of termination, careful tax planning and continuous monitoring are essential for any LLC seeking to maintain its status as an S-corp.
In cases where the termination is inadvertent, the IRS may waive the termination and retroactively restore
Maritza “Shay” Nelson Law Office of Maritza S. Nelson, LLC mnelson@msnlawoffice.com
S-corp status. To qualify for relief, the
83 | Columbus Bar Lawyers Quarterly | Winter 2026
The Fine Print of AI: Managing AI Vendor Contracts in an Evolving Landscape
In 2024, a staggering 78% of U.S.
By Alexandra (Ali) Nienaber and Adava Jefferson
highly skilled professionals using AI can
organizations reported using artificial intelligence
(“AI”),
marking
a
23%
increase in one year.[1] This surge in AI adoption
for
surprising
when
headlines
dominating
tech
media:
businesses
“5
is
not
considering
the
business
and
Benefits
of
Key
Integrating AI into Your Business,”[2] “How Does AI Improve Efficiency?,”[3] and “How Generative AI Can Boost Highly Skilled Workers’ Productivity.”[4] One recent study even claims that outperform
their
peers
by
nearly
40%,[5] underscoring the technology’s potential to redefine productivity and performance
across
industries.
The
narrative is clear: AI is not only a tool, but a transformative force. 85 | Columbus Bar Lawyers Quarterly | Winter 2026
As organizations race to adopt AI, many
indemnification clauses covering third-
concentrate solely on how much it
party intellectual property infringement
costs and the potential productivity
claims,
gains. However, this approach neglects
incidents, and property or bodily injury
key strategic factors, most notably, the
damage, when applicable. However,
binding agreements with third-party AI
these standard clauses fail to address
vendors (“AI Vendors”) required to
the more complex and varied risks
access these AI tools (“AI Vendor
associated with AI tools. Among these
Contracts”). AI Vendor Contracts define
risks
the terms of the relationship between
inaccurate
the AI Vendor and the organization,
become
more
often including provisions related to
generative
AI
liability;
applicable
Standard indemnification clauses also
regulations and law; and intellectual
fail to address potential bias in AI tools
property rights, such as data access
that
and retention. Each of these terms can
discrimination
introduce serious challenges for an
exhibit bias due to factors like training
organization if not properly negotiated
data, algorithm design, and proxy data,
or understood, making it essential to
which organizations typically cannot
examine
control.[7]
compliance
each
of
with
these
terms
for
data
are
security
and
algorithmic
errors
outputs,
may
well as
lead
privacy
and
which
have
known
with
hallucinations.[6]
to
claims.
errors AI
tools
and can
potential risk. In addition to ignoring many AI-tool Limitation of Liability
specific risks, AI Vendors tend to limit their own liability while transferring it to
A key provision in AI Vendor Contracts
its customers: the organizations. Data
is the limitation of liability — often
indicates
discussed in indemnification clauses
impose liability caps, a rate higher than
where one party in an agreement
that of SaaS by 7%.[8] Yet only 38% of
agrees
organizations
to
protect
the
other
from
that
88%
(their
of
AI
Vendors
customers)
cap
liability, damages, or financial loss.
their liability in AI Vendor Contracts,
Often,
compared to 44% in the broader SaaS
non-AI
software
service
agreements (“SaaS”) contain 86 | Columbus Bar Lawyers Quarterly | Winter 2026
market.[9]
Lack of Compliance with Applicable
Vendors and organizations. A leading
Laws
example of this new attention is Mobley v.
Workday.[15]
In
Mobley,
Derek
AI
Mobley filed a class action against
Vendor Contracts is one that ensures AI
Workday, Inc., alleging that Workday’s
Vendors and AI tools comply with all
AI
applicable laws and regulations. Data
discriminated against him and others
reveals that only 17% of AI vendor
similarly situated.[16] While Workday
contracts committed to full regulatory
attempted to have the class action
compliance.[10] The lack of contractual
against it dismissed by asserting it was
commitment by AI Vendors to comply
not
with applicable laws and regulations is
employment decision, the federal court
concerning considering that in 2024
in the Northern District of California
alone, U.S. federal agencies introduced
denied it, holding that Workday could
59 AI-related regulations, more than
be held liable as an agent of its
doubling the number of regulations
customers.[17] Though Mobley is only a
issued in 2023.[11] This number also
single
ignores
being
“agency” raises concerns of potential
passed in cities and states, such as
liability it creates for customers of AI
Illinois’s Wellness and Oversight for
vendors.
Psychological Resource Act,[12] New
highlights
how
York
frameworks,
like
Another
essential
the
City’s
provision
increasing
Automated
for
laws
Employment
tool
(a
the
resume
screening
employer
case,
its
The
tool)
making
the
determination
Mobley
case
traditional
of
also legal
age-discrimination
Decision Tools Law,[13] and California’s
claims, are being adapted to address
Health
the
Advice
from
Artificial
use
of
AI are
tools.
These
Intelligence Law.[14] Many of these AI
developments
particularly
laws impose fines or other penalties for
concerning given AI Vendor Contracts
violations.
often limit AI Vendor liability compared to organizations.
The need for a provision addressing legal compliance is also becoming more
AI Vendor Use of IP
urgent as courts turn their attention to how AI tools are deployed by AI
The final provision of concern for AI 87 | Columbus Bar Lawyers Quarterly | Winter 2026
Vendor Contracts is organization’s IP
Require AI Vendor to state it will
rights,
an
comply with all applicable laws
organization’s data and retention of it.
and regulations related to its AI
Data shows that 92% of AI Vendor
tool;
specifically
the
use
of
Contracts provide AI Vendors with data usage rights that exceed the usage necessary for them to provide their services.[18] Many AI Vendor Contracts also allow the AI Vendors to use the
Prohibit AI Vendor’s data usage rights that exceed the usage necessary for the AI Vendor to provide its services;
organization’s data and train its models
Limit the AI Vendor’s retention of
with it. This is concerning as some AI
sensitive information through
tools may have access to sensitive
deletion mandates; and
information,
such
as
financial
transactions, emails, client lists, HIPAAprotected
information,
or
strategic
plans. Training on this material could accidentally be leaked if the AI tool
Exclude the AI Vendor from using the organization’s data to train the AI tool if being provided to third parties.
regurgitates the sensitive information in response to a third-party prompt.[19]
As organizations continue to race to
Leaking
while
adopt AI, organizations (and their legal
unintentional by the organization, could
teams) must remain hyper-vigilant with
lead to limited protections of this
understanding,
reviewing,
sensitive data under trade secret laws.
negotiating
Vendor
of
this
information,
AI
and
Contracts.
Particular attention should be paid to Takeaways for AI Vendor Contracts
these provisions that may limit the AI Vendor’s liability, sidestep legal and
Before entering an AI Vendor Contract, an organization and its legal team
regulatory
responsibilities,
or
make
broad claims over the organization’s IP.
should include the following provisions: These provisions, if neglected, may Mutual liability caps;
88 | Columbus Bar Lawyers Quarterly | Winter 2026
lead to serious strategic disadvantages to the organization and potential legal
consequences.
That
is
why
it
is
important to slow down to read and understand the fine print on AI Vendor Contracts
and
challenge
potentially
harmful provisions. [1] Artificial Intelligence Index Report 2025, Stanford University Human-Centered Artificial Intelligence 17, https://hai.stanford.edu/assets/files/hai_ai_index_report _2025.pdf (accessed October 16, 2025). [2] Kate Gibson, 5 Key Benefits of Integrating AI into Your Business, Havard Business School Online (Aug. 1, 2024), https://online.hbs.edu/blog/post/benefits-of-aiin-business. [3] Teaganne Finn & Amanda Downie, How Does AI Improve Efficiency?, IBM Think, https://www.ibm.com/think/insights/how-does-aiimprove-efficiency (accessed October 17, 2025). [4] Meredith Somers, How Generative AI Can Boost Highly Skilled Workers’ Productivity, MIT Sloan School of Management (Oct. 19, 2023), https://mitsloan.mit.edu/ideas-made-to-matter/howgenerative-ai-can-boost-highly-skilled-workersproductivity. [5] Id. [6] What Are AI Hallucinations?, IBM Think, https://www.ibm.com/think/topics/ai-hallucinations (accessed Oct. 19, 2025). [7] See Alexandra Jonker & Julie Rogers, What Is Algorithmic Bias?, IBM Think, https://www.ibm.com/think/topics/algorithmic-bias (accessed Oct. 19, 2025). [8] Olga Mack, Navigating AI Vendor Contracts and the Future of Law: A Guide for Legal Tech Innovators, Stanford L. Sch. (Mar. 21, 2025), https://law.stanford.edu/2025/03/21/navigating-aivendor-contracts-and-the-future-of-law-a-guide-forlegal-tech-innovators. [9] Id. [10] Id. [11] Artificial Intelligence Index Report 2025, supra note 1.
[12] Wellness and Oversight for Psychological Resources Act, 225 Ill. Comp. Stat. 155/1 (2025). [13] N.Y. Comp. Codes R. & Regs. 20, § 870 (2021) (requiring a bias audit to be conducted on an automated employment decision tool). [14] Cal Bus. & Prof. Code § 4999.8 (2025). [15] Mobley v. Workday, Inc., 740 F. Supp. 3d 796 (N.D. Cal. 2024). [16] See Daniel Wiessner, Workday Must Face Novel Bias Lawsuit over AI Screening Software, Reuters (July 16, 2024), https://www.reuters.com/legal/litigation/workdaymust-face-novel-bias-lawsuit-over-ai-screeningsoftware-2024-07-15. [17] Id. [18] Mack, supra note 8. [19] AI Model Training: Silent IP Theft in Progress?, InclusionCloud Digital Engineering (Apr. 29, 2025), https://inclusioncloud.com/insights/blog/ai-modeltraining-business-data-risks.
Alexandra (Ali) Nienaber Perez Morris anienaber@perez-morris.com
Adava Jefferson Perez Morris ajefferson@perez-morris.com
89 | Columbus Bar Lawyers Quarterly | Winter 2026
A Practitioner’s Perspective on Municipal Economic Development By Thad Boggs and Emma Mulvaney
strategic
While these traits and others fuel the
advantages: an accessible location for
quality of life most local readers of this
a
U.S.
article enjoy, one factor that may not
population; availability of clean and
get the attention it deserves is the
relatively abundant water; high-quality
strong network of local governance
local
feeding
helping to provide conditions for smart
talent pipelines; and a diverse range of
and sustainable growth. In addition to
industries driving local economies.
the City of Columbus and Franklin
Central
Ohio
substantial
has
many
amount
university
of
campuses
the
91 | Columbus Bar Lawyers Quarterly | Winter 2026
County,
dozens
of
other
local
Advising municipalities on economic
governments support economic and
growth
community development that meet the
corporation on corporate finance and
unique needs of each jurisdiction and
investment deals. Both involve similar
contribute to the overall wellbeing of
sets of considerations and skills that
our region. Each of these jurisdictions
the practitioner must be comfortable
finds
navigating.
a
mix
of
various
economic
is
like
advising
a
However,
large
setting
development tools, whether through
municipalities apart from corporations
state-law
home-rule
are the constraints and limitations of
power, to make their communities more
state and local laws, which must be
vibrant and sustainable.
understood and adhered to, especially
authority
or
when dealing with tax revenues. This article will focus on economic development
transactions
from
the
perspective of a municipal attorney,
Understanding Municipal Interests in Economic Development
including key factors that all players to the transaction should know. These
Municipal
include the variety of tools available:
development include expanding the tax
tax
(TIF),
bases, but revenue considerations are
community reinvestment area (CRA)
far from the only (and often not even
exemptions, and others. A successful
the
project for all community stakeholders
municipal
—
school
must consider and balance fiscal needs
districts, and private developer(s) —
with community expectations for site
entails
development, architecture, open space,
increment
residents, a
web
financing
municipalities, of
agreements
and
legislative action to establish long-term commitments
and
investment
supporting
economic
growth
interests
dominant)
in
motivator
perspective.
economic
from
a
Municipalities
and sustainability.
infrastructure and
further
Revenue Generation
community
quality of life.
Municipalities in Ohio generally receive most of their revenues from income taxes collected from residents or
92 | Columbus Bar Lawyers Quarterly | Winter 2026
withheld
from
salaries
and
wages
Community Development
earned by people working in their boundaries (whether that employee
Municipal planning efforts often identify
resides in the jurisdiction or not). In
locations
Central Ohio, local income taxes range
generating land uses, which in turn
from a low of 1% (the maximum that can
provide
be levied without ballot approval) to
community amenities, such as public
2.5%, which includes the cities of
safety
Columbus, Bexley, Grandview Heights,
activities,
Hilliard, and Upper Arlington, among
vital
infrastructure,
others. Many municipalities in Central
and
stormwater
Ohio provide a full credit to their
Comprehensive planning incorporates
residents for municipal income taxes
constituent expectations and guides
paid to other jurisdictions.
municipal leaders’ adoption of zoning
reserved a
tax
services,
for
revenue-
base
supporting
parks,
and
recreational
maintenance like
of
streets
management.
and development standards. Zoning One consequence of municipal reliance
and development standards, along with
on
public
employee
income
tax
approval
processes,
provide
withholdings[1] is that projects bringing
opportunity for public feedback and
jobs
municipal
refinement of proposals by determining
decisionmakers. Specifically, in 2025,
locations for permitted and conditional
the most attractive projects from a
uses
municipal perspective will bring jobs
requirements for development, such
that,
be
as required open space, setbacks,
healthcare,
buffering, site circulation, landscaping,
are
by
performed research
attractive
their
to
nature,
in-person: and
must
development,
light
and
governing
physical
façade materials, and building forms.
manufacturing or assembly, and so on. Development agreements may include
Each municipality in Central Ohio has its
minimum
own
revenue
thresholds,
with
priorities
or
identifiable
payments in lieu of taxes, or similar
development characteristics, and many
requirements to ensure that municipal
develop
area-specific
plans
and
revenue objectives are met.
standards
to
options
that
provide
appeal to a variety of potential 93 | Columbus Bar Lawyers Quarterly | Winter 2026
developers and residents. In most,
Municipal law practitioners should be
residential uses comprise a large share
familiar with each of the economic
of developable land area and so, for the
development
municipal governments to expand, or
available to local governments.
tools
and
agreements
even maintain, levels of service and thoughtfully
CRA exemptions exempt the value of
preserve those areas set aside for
new construction, or the increased
revenue-generating
and
value of a remodeled structure, from
are
real property taxes.[2] Municipalities
amenities
they
compete
must
for
consistent
uses
projects
with
that
their
broader
have
authority
to
establish
the
percentage of exemption and term, up
community development goals.
to 100% and up to 15 years. For CRAs created after July 1, 1994, in
Infrastructure Investment
addition to being within the boundary Infrastructure
investment
requires
of a designated CRA, a commercial
economic development. With a few
or
strategically
CRA
chosen
exceptions,
industrial
agreement,
municipal governments do not build
municipal
new
the
roads
prior
to
development
project
must
enter
a
by
the
qualify
for
approved
council,
exemption.[3]
to
Increased
value
creating a need, and a revenue stream,
attributed to appreciation of land value
to fund the new infrastructure. Ohio
remains taxable, but the exemption
law
on the new construction is a “true”
offers
multiple
development
to
tools
fund
for
new
infrastructure
tax
exemption.
From
a
developer
perspective,
this
directly
hits
benefiting the broader community, such
bottom
and
from
municipal
as TIFs and NCAs.
perspective it is not a large forgone tax
serving
that
Understanding
development
Municipal
and
Economic
line
stream
due
to
the
amount
of
property
a
relatively tax
the
low
revenue
Development Tools
collected by municipalities.
Community Reinvestment Area —
Meanwhile, state law requires that CRA
Partial Real Property Tax Exemption
agreements include an estimate of
94 | Columbus Bar Lawyers Quarterly | Winter 2026
investment, jobs, and payroll to be
compensate affected school districts or
created by the project. Adherence to
to
these
improvements (via “service payments”
estimates
through
can
statutorily
be
monitored
required
pay
for
public
infrastructure
local
in lieu of the exempted taxes).[4]
reviewing councils. Moreover, some
The statutory list of eligible public
municipalities
minimum
infrastructure improvements is long and
payroll revenue thresholds such that, if
inclusive, and the term of a standard
expected revenues do not materialize,
TIF can reach 30 years. This allows
the developer pays the difference.
projects to be structured either to pay-
Others may insist on a payment-in-lieu-
as-you-go
of-taxes to address other community
redirected to the TIF or to use those
needs precipitated by the development.
revenues to fund debt service on TIF
Local conditions and the nature of the
revenue bonds.
negotiate
using
the
revenues
overall project will determine feasibility. Practitioners should be familiar with all
A TIF transaction requires legislation to
the levers that can be pulled during
establish the area to be subject to the
negotiations with developers.
TIF and to authorize the TIF agreement setting
forth
terms
between
the
developer
for
Tax Increment Financing — Redirecting
municipality
Revenues to Public Infrastructure
installation of public infrastructure. In many
and
the
cases,
the
infrastructure
A TIF is one of the most powerful,
improvements are constructed to public
versatile, and frequently-used tools for
standards
economic and community development
dedicated to the municipality, with the
in Ohio. It is an exemption in name but
developer
not in effect, as the property owner
revenues accrued in the TIF fund.
must pay the same amount as it would
Points
for real property taxes. But the amount
parties may include whether and at
attributed to
what rate TIF liabilities for developer
by
the
improved
the “increment” created
development value
of
of
by to
be
developer reimbursed
negotiation
—
i.e.,
the
reimbursement
the
land
and
maximum
structure — is redirected either to
the
will
between
accrue
reimbursable
and from the
interest, amounts
(inclusive or exclusive of interest), and 95 | Columbus Bar Lawyers Quarterly | Winter 2026
the process by which the municipality
broad, making the NCA a powerful tool
will review and approve TIF-eligible
to augment the community benefits of
expenses
development.
to
approve
payment.
Alternatively,
and
varying
among
projects
and
municipalities,
certain
public
improvements
may
Other Incentives and Considerations
be
undertaken by the municipality, which
Aside from those discussed above,
may recoup its costs from TIF revenues
municipalities can play an active role in
or issue debt backed by TIF revenues.
development. A municipal charter can broadly empower its municipality to
New
Community
Authorities
—
acquire and sell property. Many Central
Supplementing Revenue for Community
Ohio municipalities actively use these
Facilities
home rule powers to acquire, annex where needed, and position property (NCAs)
for development; when the municipality
have grown in popularity to provide
takes the property owner role, through
supplemental revenues for “community
terms of purchase and sale it can steer
facilities,” including the construction,
the future use and development of the
acquisition, operation, and maintenance
property. Municipalities can also deploy
thereof.[5]
financial incentives using their own
New
community
authorities
NCAs
are
created
by
developer petition and are independent
resources,
entities
board
community improvement corporations
comprising members selected by both
(nonprofit entities often designated as
the municipality and the developer.
economic development agents of the
NCAs generate revenue by levying
municipality).
governed
by
a
“community
development
charges,”
which
be
to
can
analogous
real
property tax, residential income tax, or
Statutory
or
in
Limitations
concert
and
with
School
District Considerations
a gross receipts tax, all established by the
NCA
board
and
recorded
as
The Ohio statutes providing for the
covenants running with the land. The
incentives discussed in this article
permitted uses of NCA revenues are
include provisions against misuse. The
96 | Columbus Bar Lawyers Quarterly | Winter 2026
statutes acknowledge school districts
imperative to understand the whole
(typically the largest single recipient of
picture:
real property tax revenues) and require
strategy, land use and comprehensive
municipalities at least to notify the
planning, community expectations and
districts prior to entering into CRA or
sensitivities, and what each project
TIF agreements. School district consent
offers in these areas. Decisions are
is
agreements
made by the municipality’s economic
authorizing exemptions greater than
development professionals, municipal
75% and generally for TIFs where the
executive, and ultimately their council
school district is not made whole
— all of whom look to their law director
through
or
required
for
service
CRA
payments.
School
economic
economic
development
development
counsel
districts and municipalities may also
for advice on any of these elements,
enter
and more.
into
school
compensation
agreements, either per project or for a term applicable to multiple projects.
It may take several agreements to bring
Projects incorporating residential units
a
create the most potential for conflict
development
between
structure explaining how various other
the
municipality
interests
and
school
of
the
districts.
complex
agreements
project
to
fruition.
A
agreement
provides
a
work
in
concert.
For
Establishing open communication, a
example, in addition to anticipating the
transparent
high-level terms of CRA and
economic
development
TIF
strategy, and a comprehensive plan
agreements,
are integral to maintaining partnership
agreement
between
and
annexation agreement, if the property
developments
is not yet in the municipal jurisdiction. If
school
municipalities districts
as
come forward.
the
the may
municipality
development
call
has
for
a
a
pre-
proprietary
interest in the land, it may provide Putting It All Together
terms of the purchase by the project developer, including covenants relative
The tools described in this article are often deployed together, and from a municipal practitioner’s perspective it is
to
development
detailed
options,
specifications
or
even
for
site
development to be taken through the 97 | Columbus Bar Lawyers Quarterly | Winter 2026
municipality’s before
entitlement
closing.
agreement
The
may
processes
and (in the case of property owners,
development
neighbors, and developers) personal
provide
for
the
financial
interests.
environments,
fees or municipal impact fees to finance
municipality is often called upon to
additional public improvements. And it
advise
may include infrastructure agreements
in
for
considerations.[6]
developer-paid
distinct
from
infrastructure
public
counsel
these
discount or rebate of utility capacity
on
the
In
communication
addition
to
strictly
to
the
strategy legal
infrastructure
improvements to be funded by TIF
Conclusions
revenues. If a CRA and a TIF are used together,
a
While this discussion has focused on
supplemental revenue source to offset,
municipalities, advising any public client
at least in part, taxes forgone during
in
the
the
requires a delicate balance of interests
should
and knowledge of multiple economic-
term
an
of
NCA
the
development
may
CRA;
provide
if
so,
agreement
economic
development
matters
account for general terms of the NCA’s
development
governance and development program.
development
These can be (and almost always are)
Municipalities need economic growth
multidisciplinary endeavors, including
supporting
participation
community amenities and services, but
advisors,
by
municipal
engineers,
financial
planners,
and
communityconsiderations.
their
ability
to
provide
bond
revenue is not their exclusive (or even
counsel, underwriters, and others to
primary) objective. Representation of
create the final product.
municipalities, other public entities, or even private developers demands an
As that work occurs, public education
understanding of how the tools of
and communication with stakeholders
economic and community development
takes on heightened importance. The
are deployed in concert. Central Ohio
authorization of these agreements, as
as a whole benefits from strong local
well as development approval, occurs
government
leadership,
working
in public settings that can become
cooperatively
but
visions
fraught with emotion, misinformation,
tailored to each community.
98 | Columbus Bar Lawyers Quarterly | Winter 2026
pursuing
And we are fortunate, as people living and working here, to have a community of professionals working together to make
Central
Ohio
a
place
opportunity for all.
Thad Boggs Frost Brown Todd LLP tboggs@fbtlaw.com
Emma Mulvaney Frost Brown Todd LLP emulvaney@fbtlaw.com
of
[1] Historically, this was not a matter of choice so much as the limitation of other revenue generating options left available to them. [2] See R.C. 3735.65–3735.70. Ohio law changed substantially in 1994, creating “pre-94” and “post-94” CRAs. An agreement was not required for the former, and many pre-94 CRAs remain. [3] See R.C. 3735.671. Multi-unit projects may be classified as commercial at the option of the municipality. [4] See R.C. 5709.40–5709.431 for municipal TIFs; R.C. 5709.73–5709.75 for townships; and R.C. 5709.77– 5709.81 for county TIFs. This article focuses on commercial or industrial TIFs, which can include multifamily projects classified for real property tax purposes as “commercial.” But there are other types of TIFs, including residential incentive district TIFs and urban redevelopment TIFs, that are useful in their contexts but clutter a generalized discussion. [5] See R.C. Chapter 349. [6] See Prof.Cond.R. 2.1 (“In rendering advice, a lawyer may refer not only to law but to other considerations, such as moral, economic, social, and political factors, that may be relevant to the client’s situation.”).
99 | Columbus Bar Lawyers Quarterly | Winter 2026
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