Overview
Calfee was founded in 1903 in Cleveland, Ohio – in the heart of the Midwest's manufacturing region. For over 100 years, manufacturing and industrial companies have looked to Calfee to help them navigate through their legal challenges. We represent these businesses in every stage of their life cycle.
Our manufacturing and industrial clients include small, mid-sized, and large closely held businesses, public companies, and portfolio companies of private equity funds and family offices. Some of these clients are focused on the Ohio market, whereas others have a national or global footprint. We provide legal guidance and assistance to these clients in almost every area, including formation, capitalization, financings, labor and employment matters, employee benefits, real estate leases and purchases, environmental matters, intellectual property, litigation (of all types), tax planning, compliance matters, business succession, and mergers and acquisitions.
Professionals
Professionals
Firm Administrative Partner; Partner-in-Charge, Cleveland
Co-Chair, Employee Benefits and Executive Compensation
Experience
Experience
We represent clients in the dynamic manufacturing and industrial sector across a wide range of legal matters. Our deep understanding of the industry enables us to support our clients' growth and success as well as solve the complex issues they face.
Corporate and Finance
- Represented a global manufacturer and the founding shareholders in the client company's sale to a private equity firm in a complex transaction involving the company's presence on multiple continents and structure as a multi-step merger; the matter involved the negotiation of governance documentation for the significant seller rollover.
- Represented a private equity firm in the $71 million financing of its acquisition of a manufacturing company.
- Served as counsel to an American manufacturer of food products in its March 2020 public offering of $500 million of 2.375% Notes due 2030 and $300 million of 3.550% Notes due 2050.
- Served as exclusive counsel to an American multinational manufacturing company specializing in sealants, coatings, and building materials in connection with the acquisition of the shares of capital stock of a leading manufacturer of trenchless pipe rehabilitation equipment. This matter allowed the client to acquire a leader in the inflow and infiltration market that will result in channel synergies for certain subsidiaries of the client. Additionally, Calfee also oversaw the client's Quebec counsel to ensure that the peculiarities of Quebec law were adequately addressed in the acquisition.
- Served as exclusive counsel to an American multinational manufacturing company in connection with the acquisition of the membership interests of a leading manufacturer of edible coatings, stabilizers, and specialty ingredients. The acquisition resulted in strong synergies for the client's subsidiaries. Calfee was exclusive counsel in negotiating all aspects of the transaction for the client.
Environmental
- Served as the lead Environmental Litigation counsel for a globally recognized manufacturing company client sued in federal court over an alleged discharge of per- and polyfluoroalkyl (PFAS) substances from its facility. Calfee secured a dismissal of all litigation claims as to the client in this federal class action suit against multiple entities for alleged PFAS contamination of drinking water.
- Representing a major American chemical company in a matter involving the client's purchased property, and reached an agreement with the Ohio EPA on administrative orders to manage solid waste on the property.
- Served as legal counsel to a manufacturing company in negotiating the settlement agreement to resolve environmental indemnity claims; pursuant to environmental indemnity provisions of a Purchase Agreement, the seller was responsible for environmental contamination existing at the time of sale. The indemnitor sought to terminate indemnity approximately 15 years post-closing. Calfee negotiated an agreement to compensate the client for remedial costs in exchange for the termination of indemnity.
Intellectual Property
- Represent a large manufacturer client by working with a small team of in-house patent/IP counsel and managing a larger team of external Calfee attorneys. Together, the group handles the implementation of the client’s objectives in protecting the intellectual property embodied in the company’s critical insulation, roofing, and building materials innovations. Routinely interface with Research & Development and business leaders concentrated in the U.S. and Europe.
- Serve as the primary IP counsel for a publicly traded, Fortune 1000 manufacturing company and its operating companies. With regard to clearance, Calfee provides right-to-use and non-infringement analyses and opinions. With regard to procurement, Calfee provides patentability and registrability analyses and opinions. Additional duties include preparing, filing, and prosecuting patent and trademark applications.
- Represent a publicly traded, Fortune 1000 multinational and global manufacturer with its IP matters. Duties include drafting and prosecuting patent applications directed to technology of strategic importance to the client and routinely managing and assisting with matters related to patent prosecution and IP strategy, including reissues and appeals, management and strategy of patent and trademark portfolios, and advice on IP strategy and litigation.
- Serve as the primary IP counsel for a North American manufacturing company. With regard to clearance, Calfee provides right-to-use and non-infringement analyses and opinions. With regard to procurement, Calfee provides patentability and registrability analyses and opinions. The team also prepares, files, and prosecutes patent and trademark applications.
Labor and Employment
- Served as outside employment law counsel for a manufacturing company client in its implementation of executive employment agreements for its Executive Leadership Team (ELT), which includes employees in three states. Calfee developed state-law-compliant forms of agreement with appropriate provisions for severance, change in control, and restrictive covenants for each member of the client’s ELT.
- Successfully defended a privately owned manufacturing company client with operations across the U.S. and Mexico in a lawsuit filed in federal court by a former employee claiming violation of Title VII of the Civil Rights Act of 1964. Defeated this same employee's subsequent claims of violations of other federal and state laws, including FMLA, COBRA, and state discrimination statutes pursued over several years.
Real Estate
- Assisted a large manufacturing client with the negotiation of multiple real property leases, subleases, and license agreements. Calfee also served as real property counsel on day-to-day real property matters for overflow work provided by the client, including drafting and review of easement agreements, lease amendments, lease termination agreements, access agreements, pipeline agreements, and post-lease termination settlement agreements.
- Assisted a global manufacturing company in all real estate matters related to the client's equity purchase of the client's target company, a global supply company headquartered in the Southeastern U.S. This transaction was of significant importance since it allowed our client to expand its growing business to include a key global supplier. The client also acquired leasehold interests in real property located in four states.
- Represented a publicly traded, Fortune 500 multinational manufacturing company and its affiliated companies on the real estate aspects of various corporate and real estate acquisitions, divestitures and leasing matters. Calfee’s work includes due diligence review, title, survey, property condition evaluations, easement agreements, zoning analysis for owned real properties located in the Southwestern U.S., and lease analysis involving properties throughout the U.S.
- Assisted a beverage group manufacturing client with the negotiation of a critical and long-term lease agreement in the Midwest as part of an overall corporate acquisition. This acquisition was critical in the client’s overall growth plan in the country and added a critical operations facility to its portfolio of existing locations.
- Represented a publicly traded, Fortune 500 multinational manufacturing company in the negotiation of 13 real property leases, subleases, and license agreements from August 2023 through July 2024, together with the donation of land to a local park district. The leases were for two of the client’s retail platforms. Also serve as real property counsel on day-to-day real property matters for overflow work provided by the client, including without limitation, drafting and review of easement agreements, lease amendments, and the preparation of lease termination agreements.
Tax
- Acted as tax counsel for a publicly traded manufacturing company in its acquisition of a construction materials company, which involved extremely complicated analysis under the instalment sale rules.
- Acted as tax counsel for a manufacturing company in its disposition of the equity of the company.
- Served as tax counsel to a family-backed private equity firm in the client's acquisition of an employee-owned manufacturing company; this is the first platform acquisition for the client's newly raised private equity fund and involved a dynamic deal structure, which required shifting away from initial commercial terms, including an earnout concept, as part of achieving a successful closing. The target company was owned by an ESOP, which added complexity to the transaction's documentation, structuring and negotiation.
- Served as tax counsel to an Ohio manufacturing and distribution company client in its acquisition of a Colorado company.
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