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LLC members and corporate shareholders may access records of their LLC or Corporation in Ohio

Author By Mickey S. McClanahanPosted on

Owning part of a business comes with more than just financial benefit, it also carries a right to transparency to all the workings of the company. Whether you’re a member of a limited liability company (LLC) or a shareholder in a corporation, Ohio law gives you the ability to review certain records so that you can protect your own investment, evaluate the company’s performance, and hold company management accountable.

These rights are not unlimited, and they work differently depending on whether you’re dealing with an LLC or a corporation. However, the principle behind both statutes is the same: owners should not be left in the dark about businesses that their investment helps sustain.

Members’ Rights in an LLC

In Ohio, members of an LLC have inspection rights which are spelled out in O.R.C. 1706.33. If you, as a member of the LLC, give the company reasonable notice, you are entitled to review its records during regular business hours at a location designated by the LLC. However, there is a catch: the information you ask for must be “material” to your rights or duties under the operating agreement or Ohio’s LLC statute. In practice, this means you can request information that relates to governance, distributions, compliance, or other aspects of your role as a member.

The law also addresses the mechanics of inspection. Both current members and dissociated members can request records, and they can act through an agent or legal representative if necessary, and with notice. However, assignees (people who hold only an economic interest without being admitted as members) do not enjoy inspection rights. An LLC can also require you to cover reasonable costs of copying.

At the same time, the statute protects the company itself. An LLC may impose confidentiality obligations, such as nondisclosure agreements. The LLC may also withhold certain categories of information altogether. For example, the company can refuse to share trade secrets, information that could harm the business if disclosed, or data it is legally obligated to keep confidential. The balance is deliberate: members are entitled to real access, but not at the expense of the company’s survival or the company’s competitive edge.

 

Shareholders’ Rights in a Corporation

Shareholders in Ohio corporations enjoy similar rights, but with more guardrails. Under O.R.C. 1701.37, shareholders may examine core documents like the articles of incorporation, regulations, shareholder lists, minutes of meetings, and financial statements. However, they must always demonstrate a “proper purpose” for the request.

That standard isn’t empty language with no meaning. Ohio courts have consistently required that inspection requests be tied directly to a shareholder’s interests, for example, valuing stock, preparing for a shareholder vote, or investigating possible mismanagement. Requests that are based purely on curiosity or personal grievance are unlikely to be enforced. This means how you frame your request matters: a short explanation of your purpose can make the difference between cooperation and rejection.

Procedurally, the law requires that the request be made both in writing and delivered to the corporation’s principal office. If the company refuses without justification, shareholders can go to court to enforce their rights. While the statute itself does not guarantee reimbursement of attorney’s fees, Ohio courts have discretion to award them in cases where the refusal was made in bad faith.

In effect, corporations are required to be transparent with their owners, but the law ensures that this transparency isn’t abused through broad or disruptive demands and that the corporations can operate as effectively as possible.

 

The Big Picture

Whether you are a member of an LLC or a shareholder in a corporation, Ohio law tries to strike a balance of transparency and protecting information. Owners deserve enough access to stay informed and protect their investment, while companies need tools to protect sensitive information and avoid harassment.

For members in an LLC, the law leans toward broader access as former members still retain inspection rights so long as the information is tied to their role in the company. For shareholders in a corporation, the rules are more formal: requests must always be made with a clear, proper purpose, and courts will enforce that requirement.

In both settings, the same advice applies, put your request in writing, explain why you need the information, and be reasonable in what you ask for. Most companies will comply once they see that your request is legitimate. And if they don’t, Ohio law gives you the ability to ask a court to step in.

Requesting records isn’t about mistrust, it is about accountability. Ohio’s statutes recognize that owners have a stake in knowing how their businesses are run, and they provide a legal path to ensure transparency. By making a clear, purpose-driven request, you can exercise your rights without unnecessary conflict and keep your investment protected.

For assistance obtaining access to the records of an Ohio LLC or corporation, please contact Mickey McClanahan at 513.797.2850.

It’s more than just the money: Tips and traps on settlements

Author By Christopher P. FinneyPosted on

So, it many times goes like this: Litigating is either threatened and immediately settled or litigation is protracted, and the parties agree upon a dollar number for settlement of the dispute.  They apparently agree.  And then a form of settlement agreement or release is circulated, and one party or the other says: “Wooah, I didn’t agree to those terms.  I just agreed to a release of my claims for the money.”

The touchstone is: A settlement is a settlement.  And, yes parties and attorneys can be unreasonable and rapacious, using the last details to queer what folks previously thought was a settlement of a dispute, or to leverage even more money for their client.

If you orally or via email, in person or thorough your attorney, agree to settle a claim in exchange for money, that agreement to settle in itself can be enforceable.  Moreover, the party objecting to the additional language arguably can go into Court and ask the Judge to enforce that specific settlement, not another settlement with “proforma” or “typical” other provisions.

Don’t reasonable” and “customary” terms apply in filling in the “other terms” of the settlement?  Well, yes, no and maybe.

The key question is a meeting of the minds on all material terms of the settlement.  By not addressing these “other” issues at the time of the initial settlement discussions, you may leave those details to the discretion of the Court.  (And note that the Court can assess attorney fees against the defaulting party [the party not complying with the claimed settlement].  This can get expensive.)

Many of our clients are used to negotiations relating to real estate, and, yes, the law generally requires those agreements to be in writing and signed to be enforceable.  But most settlement agreements do not need to be in writing or signed to be enforceable.  All that is needed is a meeting of the minds of the parties to the agreement with all material terms being addressed and agreed.  Indeed, settlement of litigation (or perhaps even a non-litigation dispute) relating to real estate likely can be effectuated in an oral settlement agreement.

Soooo…

As one engages in settlement discussions, one must carefully consider the other material terms one wants to be addressed in the settlement at the time of those discussions.  Here is a partial checklist to consider:

  • What claims are we in fact settling?
    • Only the claims in the demand letter or present litigation, or
    • All claims from the Plaintiff?
    • Is the defendant waiving all of his claims as well?
    • What about claims unknown at the time of the settlement?
  • Assignment of rights intellectual property (software, logos and other art, plans and drawings).
  • Confidentiality.
  • No posting on social media.
  • No release to the media or other public statements.
  • Non-disparagement.
  • Court costs.

In addition to these sort of “dangling” details, the underlying litigation could address substantive issues such as title to real property, ownership of a business, theft of trust funds, and so on.  This short checklist is just the sort of thing litigants (and their attorneys) may not initially think to address in settlement negotiations.

Because of this “hair trigger” impact of an oral agreement, this firm frequently recommends the use of a “We Can Talk” Agreement requiring, among other things, that an agreement be in writing and signed in order to be enforceable.  Such an agreement precedent to settlement talks should be enforceable to prevent premature settlement arising from informal conversations.

Finney Law Firm professionals are here to help you resolve your personal and business disputes, including properly negotiating and documenting a settlement agreement.

 

Tortious Interference Claim Dismissed in Case Involving Alleged Use of Improper Horseshoe

Author By Todd McMurtryPosted on

Kentucky is recognized worldwide as the capital of thoroughbred racing. The people and businesses devoted to developing winning horses pursue their goals vigorously on the track, in the paddock, and sometimes at the courthouse. A dispute arising from the 2022 Lukas Classic race led the connections of one horse to seek relief through a tortious interference lawsuit. 

Hot Rod Charlie came in first at the Grade 2 race ahead of Rich Strike, but the second-place horse’s owner alleged that the purported winner competed with non-permissible shoes. Specifically, Rick Dawson claimed that Hot Rod Charlie’s front shoes appeared to have toe grabs, which are not allowed on dirt under the rules of the Horseracing Integrity and Safety Authority (HISA). However, HISA rejected the appeal, holding that the toe grabs originally on the shoes had been ground down sufficiently to comply with the rule. 

Rich Strike’s connections did not give up though, filing a business tort action claiming that Hot Rod Charlie’s connections intentionally interfered with their valid expectancy that Rich Strike would win a fairly conducted race. Consequently, Rich Strike’s connections sought more than $300,000 in damages covering the additional purse money, winner’s trophy and increased stud fees that they said would have accompanied a first-place finish.  

The court rejected the use of a tortious interference claim to overturn the race result. Judge Annie O’Connell in Jefferson Circuit Court focused on the fact that the relief sought by Rich Strike’s connections bypassed the federal law that created HISA and the regulatory structure that governs horse racing in the United States. Consequently, she held that federal law pre-empted a state court’s ability to determine if a rule violation occurred. Judge O’Connell reasoned that a ruling in favor of Rich Strike’s connections would have undermined HISA’s established decision, compromising its authority in maintaining fair play and safety standards in the industry. 

While the court ruled that the regulatory framework barred a tortious interference action in this case, there are various types of situations where a third party intentionally disrupts a contractual or business relationship between two other entities. 

About Finney Law Firm, LLC

Founded in 2014, FLF has grown to 15 attorneys located in offices in Eastgate and downtown Cincinnati with five major practice areas: Corporate Law, Real Estate Law, Employment Law, Commercial Litigation and Public Interest and Constitutional Litigation.  FLF has the unique claim to three 9-0 victories at the United States Supreme Court for its public interest practice along with breakthrough class action work.

FLF also has an affiliated title insurance company, Ivy Pointe Title, LLC, that closes and insures nearly a thousand commercial and residential real estate transactions annually.

For more information about Finney Law Firm, visit finneylawfirm.com.

Media Contact: Mickey McClanahan; [email protected]; 513.797.2850.

 

Finney Law Firm welcomes our law clerk Peyton Urich

Author By Christopher P. FinneyPosted on

We are pleased to have with Finney Law Firm for his second year in law school as a law clerk, Peyton R. Urich.  We got to know Peyton from his work over the 2025 summer, and asked him to stay part-time while he is in law school.

Over the years, our annual clerkship program has allowed us to get to know law clerks, a proving ground for new associates, and for them to get to know us and our client base.  It is a challenge for them and us to expose them to the legal world, our clients, opposing counsel and the Courts, but over the years it also has been a richly rewarding experience.

Peyton is an East Tennessee native and currently a 2L at Salmon P. Chase College of Law. He started his undergraduate studies as a Biology major focusing on the pre-med track before finding his way to law where he has developed a strong interest in both civil litigation and transactional work. Outside of school, he enjoys being active in the gym and outdoors. He is also a car enthusiast who enjoys both the mechanics as well as the drive.

Join us in welcoming new talent and a fresh and enthusiastic new addition to Finney Law Firm!

Open Courts: Finney Law Firm sues to open records of criminal charges in downtown brawl

Author By Christopher P. FinneyPosted on

On Thursday, Finney Law Firm client Eugene Utz sued Pavan Parikh, the Hamilton County Clerk of Courts, and today will be filing a separate suit against the City of Cincinnati directly at the Ohio Supreme Court — both as original actions, as is permitted and appropriate — to open the records of the criminal proceedings against Alex Tchervinski, the claimed-to-be victim of the July 26, 2025 4th street brawl in downtown Cincinnati that has gained intense and sustained international media and political attention.

A cornerstone of our justice system — in Ohio and throughout the nation — is that all legal proceedings (with the exceptions [each for obvious reasons] of juvenile court and national security issues) is openness and transparency in legal proceedings.  This means that pleadings, hearings, trials and appellate work are all immediately open to public viewing and scrutiny.  This is not a hard concept to understand.

The opposite is a “Star Chamber,” named for a former English court (c. 1485–1641) known for its use of arbitrary and unfair methods.  This term has been used to describe any tribunal that acts with a similar lack of due process, which is utterly abusive of our our established standards for the American administration of justice.

Notwithstanding that, our Cincinnati administrators and our County Clerk of Courts — with no authority and no order of the Court — have on their own decided to seal the records of the criminal charges against Alex Tchervinski, the claimed-to-be victim of the July 26, 2025 4th street brawl that has gained national attention.  No representative of the media and no member of the public can see the criminal charges or any other filings in the Tchervinski criminal case.  (But they can see the court records of the six black defendants of involved in the melee.  How does this make any sense?)  At this stage, no Judge has even ruled (which ruling would be improper) to seal such records.  We hear secondhand that the defendant does not even know the charges against him.

All of Constitutional principles of due process and free speech (i.e., access to the public and press to comment and report on Court proceedings), Ohio’s public records law and the Rules of Superintendence of the Courts promulgated by the Ohio Supreme Court require these records to be made public.  But yet, the City Solicitor and the Hamilton County Clerk of Courts have decided to protect them from public release.

One might ask “why?” but of course we don’t know the “why” without seeing the records.  Moreover and simply amazingly, the City and the Clerk have sealed the Motion to Seal the records, so we don’t even know the argument for the sealing.  This is beyond abusive, it is simply bizarre.

Watch this blog for updates on this important case.

Read the Clerk of Courts Mandamus Complaint before the Ohio Supreme Court here: 2025_09_04_Complaint

Contact Curt Hartman (513.379.2923), Christopher Finney (513.943.6655) or Mickey McClanahan (513.797.2850) for assistance with public interest issues.

Owners have an absolute right to view homeowner association and condominium association records in Ohio

Author By Mickey S. McClanahanPosted on

If you live in an Ohio condominium or homeowner’s association (HOA) you are part of a community that is governed by laws, regulations, bylaws, and a board of directors. The board of directors handles everything from budgets to maintenance decisions to what kind of decorations you can put up at Halloween. These decisions are made by the association’s board, but they are not meant to happen behind closed doors.

Ohio law gives association members/property owners the right to access many of the records the board keeps which helps ensure both transparency and accountability.

Regardless of if you are curious about how your association spends assessment funds, you want to review meeting minutes or simply wish to better understand your community’s rules, it is imperative to know what records you are entitled to see and what information the board can legally withhold.

From where your rights come 

Under the Ohio Revised Code, two different laws protect your ability to see association records: The Condominium Property Act (O.R.C. 5311.091) and the Planned Community Law (O.R.C. 5312.07). While these laws are worded differently, the idea is the same: you, as a member of these organizations, have the right to look at the records your association keeps. However, these laws also allow the board to set reasonable rules around how you can inspect records such as by scheduling a time during regular business hours or charging a fee for copies.

What are you entitled to see (and what you are not)

Generally, a resident in a community governed by an association can review documents that show how the community is being run and how money is being spent. This includes financial statements, budgets, and records of assessments collected and bills paid. Further, meeting minutes are open for inspection once they have been approved as well as the community’s governing documents such as their declaration, bylaws, and any rules or regulations that the board has adopted. Generally, contracts with service providers like insurance carriers, maintenance crews, and landscaping companies are also fair game.

However, your ability to view your Associations records are limited. Boards are entitled to keep certain information confidential. Residents in an Association cannot review personnel files for employees, communications with the association’s attorney, or documents tied to ongoing contract negotiations. Records about enforcement actions against other owners are also off -limits (unless explicitly allowed by the by-laws). Finally, a resident cannot demand records older than five years. These restrictions exist to protect privacy, preserve legal strategy, and to avoid undermining the association’s business dealings.

How to appropriately request records

In Ohio, the governing documents of the Association will explain exactly how to make a request for records. Most Associations require requests to be made in writing, but even if they don’t, it t is best practice to put your request in writing and be as specific as possible as to what you are asking for. Association Boards are allowed to set reasonable procedures for access, so you have to be prepared to work within their scheduling guidelines and to cover any costs associated with copying costs.

In most cases, Boards will comply. However, if your request is denied you can follow up by referencing the specific sections of Ohio law that applies to your community. If they still refuse, consult an attorney for assistance and to understand your options.

What if the board refuses to provide records?

If the board won’t provide records, the first step is usually a written reminder of what Ohio law, or your governing documents, require. In many cases, that is enough to encourage compliance. If the refusal continues, owners may have no choice but to seek legal help.

When it comes to recovering attorney fees, Ohio courts follow what is known as the American Rule: each side pays its own legal cost. The only exceptions are when the association’s governing documents specifically allow fee recovery or when the court finds that the board acted in bad faith. Without one of those clear bases, even a successful records request lawsuit will leave an owner responsible for their own legal expenses.

Conclusion

Transparency in recordkeeping is not just a legal requirement, but it is an important part of keeping an association thriving. Having access to these documents allows residents, like you, to understand how decisions are made, how funds are managed, and if your association is complying with their own rules. It also keeps the board accountable to the people it serves: the owners.

 

Rise of the AI-aided pro se litigant, oh boy!

Author By Christopher P. FinneyPosted on

In the law a “pro se” (Latin: “for one’s self”) litigant is someone (usually a non-attorney) representing themselves in Court.   Litigation attorneys and Judges are used to pro se civil litigants.  Some are fairly good; others are embarrassingly bad.  Judges usually bend over backwards to give them their day in Court and hear their arguments.  Usually pro se litigants just gum up the works (just like terrible attorneys), but every so often they score a victory.  Indeed, even though the United States Supreme Court grants writs of certiorari (accepts discretionary appeals) in fewer than 1% of all cases and it is one of the most competitive forums in which the most sophisticated litigation attorneys battle, a few years ago a pro se litigant obtained such a writ, the Mt. Everest climb of the litigation profession.

But, for better or worse, a new tool has now empowered pro se litigants: Artificial Intelligence that is writing the pleadings for them.  Our office is seeing something just short of an onslaught of new complaints, pleadings, motions, briefs and even notices of appeal and appellate briefs, all seemingly generated by AI for pro se litigants.

It’s a Brave New World in the Courts thanks to AI. Clients are cautioned that they will need to defend new actions and respond to motions and appeals just as those generated by counsel, competent and incompetent!

Buckle up.  It’s going to be a wild ride.

 

 

FLF Employment Law Team achieves major victory for former Cincinnati Fire Chief Michael Washington

Author By Stephen E. Imm and Matthew S. OkiishiPosted on

On August 26, Federal Judge Stephanie Bowman issued an important ruling in Finney Law Firm’s fight to get justice for former Cincinnati Fire Chief Mike Washington. Judge Bowman rejected the efforts of the City of Cincinnati and its City Manager, Sheryl Long, to have his claims dismissed on Summary Judgment.

The Court agreed with the arguments made by FLF attorneys Samantha Isaacs, Matt Okiishi, and Stephen Imm that Chief Washington had a Constitutionally protected interest in his employment, and that he did not receive the due process of law to which he was entitled before he was fired on March 24, 2023. You can read a copy of Judge Bowman’s opinion here.

Several issues remain to be decided at trial, but this is a key win for the Chief. FLF looks forward to the trial, and to achieving full vindication for Mike, a devoted public servant to the people of Cincinnati for 30 years.

You may read the decision here: Chief Washington decision

For assistance with your employment law matter, please reach out to any of Steve Imm (513.943.5678), Matt Okiishi (513.943.6659) or Samantha Isaacs (513,797.2859).

State Sues Temu, Alleging Theft of Customer Data

Author By Todd McMurtryPosted on

In fewer than three years, the Chinese-owned online shopping platform Temu has become immensely popular, with hundreds of millions of visits each month. The website is known for offering various types of products, including clothes and household goods, at a low cost. Though Temu continues to attract massive traffic, it has also drawn criticism for the quality of its products and the labor practices used by the site’s China-based suppliers, Now, the Kentucky Attorney General has taken legal action alleging that the e-commerce giant is illegally capturing and using customers’ personal information. 

The lawsuit filed by Attorney General Russell Coleman accuses Temu of violating the Kentucky Consumer Protection Act (KCPA) by collecting sensitive personally-identifiable information (PII) from users without their knowledge or consent. While the complaint notes that this activity in and of itself is unlawful, it also raises concerns based on the fact that Temu, and the company that owns it, are based in China. According to the Attorney General, this means that the Chinese government has access to the data captured from online shoppers.

Temu also allegedly designed its much-downloaded app to evade detection, further compounding privacy and security harms. According to the Attorney General, such intentional obfuscation not only undermines trust but also poses significant risks to consumers who are unaware of the extent to which their information is being exploited. Both Apple and Google have temporarily suspended the Temu app from their respective online stores due to privacy concerns before restoring it.  

State investigators have purportedly found that information gathered by Temu goes well beyond what is required to complete digital transactions, including WiFi network information and reports of other apps installed on users’ devices. The complaint characterizes the Temu app as a hacking mechanism. Other allegations in the complaint involve the sale of counterfeit merchandise and the misappropriation of trademarks owned by Kentucky entities. 

While the Temu case is obviously high-profile, small and large companies alike that do business in Kentucky need to be aware of the rules governing data collection. The state’s Consumer Data Protection Act goes into effect at the beginning of 2026 and might require significant changes in how a company handles privacy issues and obtains consent for the collection of personal information. If you are accused of laws governing online commerce or other legal standards, don’t hesitate to retain a business litigation attorney who can assess how the law applies to your case and counter the allegations brought against you. 

About Finney Law Firm, LLC

Founded in 2014, FLF has grown to 15 attorneys located in offices in Eastgate and downtown Cincinnati with five major practice areas: Corporate Law, Real Estate Law, Employment Law, Commercial Litigation and Public Interest and Constitutional Litigation.  FLF has the unique claim to three 9-0 victories at the United States Supreme Court for its public interest practice along with breakthrough class action work.

FLF also has an affiliated title insurance company, Ivy Pointe Title, LLC, that closes and insures nearly a thousand commercial and residential real estate transactions annually.

For more information about Finney Law Firm, visit finneylawfirm.com.

Media Contact: Mickey McClanahan; [email protected]; 513.797.2850.

 

Employee alert: Two very short fuses for asserting Ohio Workers Comp retaliation claims

Author By Matthew S. OkiishiPosted on

In a perfect world, when an employee is injured on the job, the employee files for workers compensation, benefits are determined, and the employee returns to work when they are cleared to do so. But sometimes, employers view the risk of increased premiums as an unjust burden and terminate their injured worker for filing a claim. What, then, is an employee to do?

In Ohio, the law prohibits employers from discharging, demoting, reassigning, or otherwise punishing employees because they filed a claim for workers’ compensation. But employees have very little time to act on this claim, because the law requires an employee to deliver written notice of a claimed violation to the employer within 90 days of the retaliation. If the employee fails to perform this act, they forfeit the right to sue the employer for workers compensation retaliation.

Further, the employee must also file suit within 180 days of the date of the retaliatory act. This is one of the shortest statutes of limitations in the field of employment law.

Because of these very short time periods, employees who believe they have been fired or retaliated against for seeking workers’ compensation benefits should consider contacting qualified legal counsel as soon as possible to assess their case and protect their rights.

Contact Matt Okiishi (513.943.6659) if you may have such a claim.

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