Overview
Amy Willey is a Member in the firm’s Business Department and Mergers and Acquisitions Practice Group. Her practice is focused on representing both strategic buyers and sellers including private companies and private equity funds in various types of transactions, including mergers, acquisitions, dispositions, leveraged buyouts, distressed acquisitions and dispositions, and investments.
In addition to her merger and acquisition practice, Amy works extensively with family and privately owned companies on a variety of general corporate matters, including commercial contract negotiation, structuring business organizations, compliance and operational issues and business succession planning. Amy also works with companies in structuring and consummating venture capital and securities offerings.
She has a strong passion for helping entrepreneurs and businesses on corporate social governance matters to help impact-driven companies continue to grow the revenues while having a positive social impact by assisting with business initiatives ranging from social finance and impact investing to organizational matters for “b corporations.” Amy brings this passion to her M&A practice by helping both buyers and sellers to ensure cultural alignment and integration planning in their transactions, and works as general outside counsel for companies with the dual objectives of profit and purpose.
Amy earned her J.D., cum laude, from the Case Western Reserve University School of Law in 2013. She also received a Master of Elementary Education, summa cum laude, from Arizona State University in 2009 and a B.A. in political science from Yale University in 2007, where she served as a coordinator for Dwight Hall, the largest campus-based student-run service organization in the country. Following her undergraduate studies, she joined Teach for America as a corps member where she taught fifth grade and computers in Phoenix, Arizona, where she helped facilitate professional development programs and district curriculum development.
Representative Cases & Matters
Middle Market Representative Transactions:
- Represented buyer the purchase of a substantial portion of the assets of a business that designs, manufacturers, and repairs metal cores and rubber, silicone, and urethane rubber coverings and three real property locations, which transaction included nuances relating to minimizing risk of successor liability relating to the pension plan, negotiating risk allocation regarding PPP loan and consent to the transaction, and managing transaction steps with multiple buyers of seller's assets;
- Represented Hy-Ko Products Company, a family-owned distributor of consumable, specialty hardware-related products and services in the sale of substantially all of its assets to Midwest Fastener Corporation.
- Represented Ohio-owned chemical distributor with international associated entities in the rubber, plastic, and coating industries in an equity sale to a global entity in the same market;
- Represented buyer in acquiring a wholesale flower business in San Francisco, California;
- Represented seller in the sale of the assets of an insurance business focused primarily in the U.S. trucking industry;
- Represented the seller in the general vehicle insurance industry which is organized in Turks and Caicos to sell its to a U.S. entity;
- Represented multiple veterinarian owners of a veterinary emergency and specialty hospital in Hawaii in the sale to a national network of veterinary hospitals with veterinarian owners acquiring partial interest in new national network entity;
- Represented then-current employees and family members purchasing manufacturing and metal treatment entity from the estate of prior owner;
- Represented an Indian tribunal in the purchase of armor plate machining and fabricating entity;
- Represented Cleveland design company in the sale of substantially all of its assets to a buyer in the same market;
- Represented several sellers and buyers of financial service business in the sale or acquisition of such assets and/or entities.
Healthcare Representative Matters:
- Represented an owner and operator of an adult day support and vocational rehabilitation business in its sale to a private equity backed strategic purchaser;
- Represented an owner and operator of an eating disorder treatment program in its sale to a privately held healthcare company with activity in over 20 states;
- Represented Physician-owned medical laboratory in the sale to a private equity fund that will serve as the original platform company for future add-on acquisitions;
- Represented a large regional medical laboratory in sale of assets to a publicly-traded laboratory company;
- Represented seller of a national healthcare information technology company relating to clinical data to a national software company; and
- Represented numerous pathologist-owned medical laboratories involved in merger, acquisition and joint venture activities.
Distressed M&A Transactions:
- Represented a partial owner in the chapter 11 cases of Lucky’s Market Parent Company, LLC, a grocery store company, in his purchase of substantially all of the assets of two grocery stores of Lucky’s Market under section 363 of the Bankruptcy Code.
- Represented a health care provider in an out-of-court restructuring of a portfolio company of a private equity sponsor.
Corporate Matters:
- Draft and negotiate buy-sell agreements, operating agreements, bylaws, employment agreements, terms and conditions, promissory notes, re-financing agreements, opinion letters, lease agreements, sublease agreements, and general business contracts;
- Provide risk analysis to clients regarding potential contracts and identify key areas of risk for contract negotiation and/or risk assessment;
- Advise clients regarding employee and/or customer screen questionnaires relating to COVID-19;
- Manage, draft and negotiate clinical study agreements, letters of indemnification, and ancillary documents relating clinical trials evaluate treatment for COVID-19 induced ARDS patients;
- Negotiate post-Closing resolution of breaches and/or complications, including negotiation of settlement agreement, drafting demand letters, and ancillary work necessary to protect clients' interests;
- Represent start-up entity specializing in the design and build of a healthcare device in its formation, contract negotiations, and general legal needs; and
- Maintain general corporate records and act as general outside counsel to start-up entities.
Honors & Recognition
Selected for inclusion in Best Lawyers: Ones to Watch (Closely Held Companies and Family Businesses Law, Corporate Governance and Compliance Law, Corporate Law, Mergers and Acquisitions Law) 2021-2024
Selected for inclusion to the Ohio Rising Stars list (2023)
Credentials
Education
Case Western Reserve University School of Law
Arizona State University Mary Lou Fulton Teachers College
Yale University
Admissions – Court
- U.S. District Court for the Northern District of Ohio
- U.S. Court of Appeals for the 6th Circuit
Admissions – State
- Ohio
Professional & Civic
Professional Activities
Association of Corporate Growth
Society of Financial Service Professional
Ladder Down, Class of 2020
Conscious Capitalism Northeast Ohio
Benefit Company Bar Association
American Bar Association
William K. Thomas American Inn of Court, 2017-2019
Community Involvement
Say Yes Cleveland Legal Task Force
Yale Alumni Association of Cleveland, Board Member 2019-present
Starting Point, Board Member 2019-present
Playhouse Square Partners, Executive Board 2015-present; JBB Fundraising Chair 2020-2021
Cleveland Bridge Builders, Class of 2018
College Now Mentor
Junior League of Cleveland, Board Member 2016-2018