Cathy Panzica Cathy B. Panzica
Corporate Transactions & Securities Attorney
Thompson Hine, LLP


Professional Experience Cathy focuses her practice on general corporate representation, mergers and acquisitions, and all aspects of technology transactions. Cathy is admitted to practice in Ohio.

Representative Matters

  • Successfully completed as lead counsel dozens of international, cross border mergers and acquisitions ranging from $5 million to $4 billion in size and in industries ranging from toy manufacturing to middleware messaging systems. For example:
  • Handled acquisition of worldwide stationary products company valued at US $500 plus million.
  • Completed acquisition of European Children's products business headquartered in the UK, with subsidiaries in Germany and France.
  • Represented shareholders of US financial services software corporation in a reverse triangular merger share swap with French company listed on the Paris Stock Exchange.
  • Handled acquisition and financing for joint venture entity formed to purchase US government services arm of French listed company.
  • Completed strategic manufacturing joint venture in Germany for US industrial products company.
  • Represented public company in connection with the proposed aggregation of two internet auction bidding and exchange sites.
  • Represented a European Services Company in its acquisition of a listed South African entity.
  • Acted as counsel in connection with a US $150 million leveraged buy out of an international financial services company.
  • Acted as seller's counsel in divestiture of largest US snow removal services company to venture-backed facilities management company.
  • Completed Chinese licensing and manufacturing agreements for UK textile and fashion company.
  • Acted as seller's counsel in divestiture of European services company to Israeli listed entity.
  • Represented a European company in the full-scale restructuring of its worldwide domain names business in preparation for floatation on the London Stock Exchange.
  • Acted as MBO counsel in $120 million purchase of software services company with operations in the Far East, India, UK and US.
  • Represented for over a decade the world's largest IT vendors, suppliers and end-users in connection with the negotiation, drafting and completion of System Design, Development and Integration Agreements, Outsourcing Services Agreements and all related matters. For example:
  • Represented a supplier in drafting and negotiating a flexible framework agreement to protect the supplier in a highly complex systems deal covering three continents with seven separate roll-outs worldwide.
  • Represented end-users and suppliers in connection with complex SAP implementations and upgrades.
  • Representation of companies setting up strategic business process outsourcing arrangements in China and India.
  • Advised several technology companies in respect of IP protection, business formation, financing and strategic planning.
  • Drafted and negotiated agreements in relation to a project providing integration and back-office services for VSPs, enabling VSPs to offer utility, telecommunication, and other services to customers.
  • Advised leading technology companies and global end-users in web bespoke development and hosting agreements.
  • Advised UK government and other global end-users in their outsourcing services and facilities and network management agreements.
  • Acted as trusted advisor to UK government minister responsible for the delivery of e-government services and digital access to citizens and businesses.
  • Consulted on multi-disciplinary teams formed to help reinvent, retool and redesign established corporate entities for their successful launch into the e-economy.
  • Representation of all types of business start up entities in their efforts to formulate marketable ideas and business plans, obtain private equity and venture capital and launch into the international trading arena.

Education
University of Michigan; B.A.; 1983; degree with distinction
The Ohio State University Moritz College of Law; J.D.; 1986
The University of Kent; 1999; Theology

Publications

  • Black Holes: Technology Contracts Require Special Consideration,
    Contracts can be complicated, but systems integration contracts can pose unique problems.;
  • How to Comply with Sarbanes-Oxley: Technology Officers Beware,
    Accounting reform law is not just a burden for financial officers. Reprinted with permission from Smart Business Cleveland, December 2003.;