Nicola, Gudbranson & Cooper, LLC Attorneys At Law

Since its founding in 1933, the law firm of Nicola, Gudbranson & Cooper, LLC ("NGC") has provided practical, cost-effective legal solutions to business owners and executives, professionals, and governmental entities throughout the State of Ohio.

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Firm Overview

The firm's experienced legal advisors handle transactional and litigation matters across a wide range of disciplines, including business and corporate law, employment law, construction, entertainment & sports law, real estate, public sector practice, school law, family law, executive compensation & employee benefits matters, and estate planning, trust, and probate administration. NGC also has an extensive litigation practice, assisting businesses, professionals, and individuals in trial, appellate, and alternative dispute resolution matters.

For 80 years, attorneys at NGC have obtained successful results for Ohio clients in a wide range of legal matters, providing solutions and sophisticated advice in even the most complex cases. The firm has a particular wealth of experience in litigation matters, and regularly handles complex, high-stakes corporate and other disputes in state and federal courts throughout Ohio. This extensive courtroom experience has led to NGC being sought out by attorneys and law firms throughout the country when seeking local counsel in the Cleveland area.

As NGC moves forward, it holds fast to its traditional mission: providing the highest quality legal services at a reasonable cost. The firm works to establish long term relationships with clients, serving as trusted advisors for years and even generations to come.
Main Office

Main Office
25 West Prospect Avenue, Suite 1400
Republic Building
Cleveland  OH  44115

Phone
  • (216) 377-1563
Fax
Business
Rich Witkowski is a litigation attorney specializing in accounting and legal malpractice, insurance coverage, and commercial disputes.
Business & Corporate Law:
- Represented large publicly held company in its acquisition and disposition of operating divisions.
- Represented corporation in sale of substantially all of its assets, including the negotiation of all documents.
- Represented purchaser of franchise in negotiations with franchisor.
- Represented many businesses in obtaining bank financing.
- Represented corporation in the design, documentation and implementation of a restricted stock plan and stock option plan for certain key employees.
- Organized corporations and limited liability companies in various states.
- Represented technology company in connection with significant equity investment and business alliance with large strategic partner.
- Represented corporations in connection with the design, documentation and implementation of corporate succession plans.
- Represented shareholders of insurance agency in sale of all shares of stock, including the negotiation of all documents.
- Represented officer of liquidating corporation regarding creditor protection.
- Represented doctors in purchase from retiring doctors of shares in professional corporation.
- Represented physician group in acquisition of assets of competitive practice.
- Represented printing company in connection with obtaining tax abatement and low-interest loans through municipality to finance acquisition and construction of new corporate headquarters.
- Represented publicly held company in drafting and negotiating commercial real estate leases.
- Negotiated international professional services and software agreements.

Creation of New Businesses:
The way in which a business entity is formed at the outset will determine important issues throughout the life of the business, such as how its owners are taxed, the amount of personal exposure there will be in the event of company liability, and how decisions will be made regarding management and control, succession, and dissolution.

NGC advises clients on their different options regarding entity formation, and prepares and files the necessary documents so that the company may begin operations. We assist in forming:
- S and C Corporations
- Limited Liability Companies
- Partnerships
- Professional Corporations
- Joint Ventures
- Nonprofit Corporations

Mergers and Acquisitions:
When one company absorbs another, issues of assets, liabilities, corporate powers, and personnel abound. Much effort must be put into research and negotiations to arrive at a favorable outcome for the businesses involved. In addition, government regulators will carefully scrutinize any M&A transaction for its compliance or noncompliance with the Clayton Antitrust Act.

NGC handles all aspects of Mergers and Acquisitions for its corporate clients, including:
- Negotiations
- Financing
- Tax issues
- Due Diligence
- Documentation

Business Succession Planning:
Any business entity, and in particular partnerships and closely-held corporations, should have in place a process for the orderly disposition of any one ownership interest in the event of death or removal. Thoughtful planning will ensure an effective, smooth transition and continued operations of the enterprise, while proving beneficial for personal estate and tax planning.
- Buy-sell arrangements
- Identification of successors
- Designing the succession plan

Sales and Marketing:
Protecting a company's intellectual property rights can have as much or greater intrinsic value as the products the business actually produces. The lawyers at NGC understand the legal steps that should be taken with regard to any sales or marketing effort and help to situate the company so that it can move its operations forward with confidence and security.
- License and Royalty Arrangements
- Sales Documents including standard terms and conditions
- Trademark and copyright registration

Real Estate:
Real estate transactions represent a significant investment of time, money, and effort, from initial investigations to closing. At any stage conflicts may arise which can derail a deal, causing considerable delays. Whether during a purchase or sale or anytime legal intervention is required to resolve a dispute, the NGC firm provides effective advice and representation.
- Purchase and Sale of commercial and residential real estate
- Commercial lease transactions
- Evictions
- Land use and zoning

Richard G. Witkowski

Principal Practice Areas:
- Commercial Litigation
- Complex Litigation
- Professional Liability
- First and Third Party Insurance

Career/Educational Background:
- Industrial First, Inc.
- Insurance and Risk Manager - BP America, Inc.
- Arthur Anderson & Co.
- Certified Public Accountant in the State of Ohio
- Cleveland-Marshall College of Law, Cleveland State University (J.D., 1985)
- Miami University (B.B.A., cum laude, 1976)

Professional and Civic Activities:
- Commercial Panel - American Arbitration Association
- Cleveland Association of Trial Attorneys
- American Institute of Certified Public Accountants (AICPA)
- Ohio Society of Certified Public Accountants (OSCPA)
- Chartered Property & Casualty Underwriters (CPCU)
- Cuyahoga Bar Association
- Cleveland Metropolitan Bar Association
- Ohio Bar Association
- American Bar Association
- Treasurer (Past), Southern Hills Rotary Club

Publications and Interviews:
- Quoted, "How to fraud-proof your business," nfib.com, August 2013
- Author, "Simple steps to detect and deter employee theft and fraud," Crain's Cleveland Business guest blog, posted March 7, 2013
- Author, "Does your arbitration clause protect you?" Crain's Cleveland Business guest blog, posted Jan. 24, 2013

Speaking Engagements:
- "Defending Large Damage/Weak Liability Claims" (panelist), CNA ALADN conference, Chicago, Oct. 11, 2012
- "Negotiating Arbitration Provisions: The Good, the Bad, and the Ugly," Risk and Insurance Management Society Inc. 2012 Great Lakes Regional Conference, Cleveland, Sept. 13, 2012
Education
  • Cleveland-Marshall College of Law, Cleveland State University
    Juris Doctorate , 1985
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