Winter 2026 Columbus Bar Lawyers Quarterly

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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