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Overview

The use of business structures designed to take advantage of flexible “pass through” tax benefits afforded to certain entities under federal and state tax laws has increased significantly in recent years. This has resulted in the need for transactional attorneys capable of addressing the unique organizational and tax issues faced by partnerships, limited liability companies, joint ventures, and their partners and members.

Calfee attorneys are experienced in all phases of the formation, capitalization and fundraising, taxation, and governance of partnerships, limited liability companies and joint ventures. Our attorneys have the experience and background to assist our clients in creating and managing business structures that most effectively meet their needs.

Noteworthy

Chambers USA Band 2 Ranking in Corporate/M&A (Ohio)

For more than a decade, Calfee's Corporate and Capital Markets group has been ranked by Chambers USA. Most recently, in Chambers USA 2020, Calfee was ranked in Band 2 for Corporate/M&A in Ohio. Chambers USA 2020 commentators note that, "The practical nature of the firm is what makes them special. They are experienced and knowledgeable enough to interact with larger firms, but they are more effective because they are responsive and focus on the most important issues."

Chambers USA 2020 further stated that Calfee "draws from an impressive statewide team with a strong track record across a broad range of corporate and transactional matters, acting on behalf of public and private businesses and financial institutions. Areas of excellence include M&A, securities offerings and private equity and venture capital fund formation. [They also offer] notable capital markets expertise, with particular strengths in acting for underwriters."

Chambers USA 2020 researchers report that a client stated, "They're practical and responsive, coupled with great experience and deep expertise." Another source noted, "Our overall experience has been outstanding. We have found that Calfee is capable of handling highly sophisticated work at reasonable rates."

Calfee Firm Chairman Douglas A. Neary was ranked in Chambers USA 2020, Band 2 in Corporate/M&A. Chambers commentators noted, "Douglas Neary combines his position as the firm's chairman with an active corporate practice, where he advises a range of private and publicly held businesses on M&A, financing matters and wider advisory issues. One client says, 'He is very insightful, smart and personable and has become a trusted adviser to me.'"

Firm Administrative Partner, Arthur C. Hall III was ranked in Chambers USA 2020, Band 3. "The 'superb' Arthur Hall wins praise for his 'expert but practical advice," with clients also citing his 'extensive knowledge in federal securities law' as a key strength. He is particularly well versed in advising public companies and investors on financing issues and corporate governance matters."

Calfee's Senior Chairman, Thomas F. McKee, was ranked as a Senior Statesperson in Chambers USA 2020. "Thomas McKee is considered a trusted adviser to corporate clients on transactional and governance-related issues, most notably on capital markets work."

Partner John J. Jenkins was ranked in Chambers USA 2020 Band 2. "The 'very well-regarded' John Jenkins has attained a 'great reputation' for his corporate law practice according to commentators, with clients describing him as a 'very responsive, pragmatic and technical expert.' He focuses on advising on capital markets matters and M&A, acting for a broad range of businesses, issuers and underwriters."

Terrence F. Doyle, Partner, was ranked in Band 4 in Chambers USA 2020. "Terry Doyle is held in particularly high regard for his abilities in advising private equity investors on transactional matters, alongside broader corporate work for portfolio companies. Sources commend his 'excellent corporate practice' and report that 'he is skillful and has a broad range of knowledge.'"

Jennifer L. Vergilii, Partner and Corporate and Capital Markets Co-Chair, was ranked in Band 4 in Chambers USA 2020. "Clients cite her 'practical and responsive' demeanor as a key asset in corporate work and regularly call upon her to handle a broad array of M&A and capital markets transactions. One source adds: 'She got us out of a good number of tight spots and get the deal over the line. She was very hardworking and available at any time of the day.'"

"Best Law Firms” National Tier 2 Ranking, U.S. News–Best Lawyers in America

Calfee was selected for inclusion in the 2020 "Best Law Firms" rankings by U.S.News –Best Lawyers in America in Venture Capital Law (National Tier 2 and Metropolitan Tier 1 Cleveland).

Professionals

Experience

Experience

  • Represented promoters of private equity/venture capital funds that raised in excess of $500 million in investment capital during the past three years.
  • Designed and documented joint venture arrangements between major national real estate investment fund and its management advisers, providing parties with desired tax benefits and decision‑making flexibility.
  • Formed numerous “fund-of-funds” entities for investment advisory firms, permitting the clients of such firms to invest in investment funds and ventures not otherwise accessible to them.
  • Represented Cleveland Tomorrow in connection with the formation and capitalization of three development partnerships that have provided funding for significant Cleveland development projects, including Gateway, the Rock & Roll Hall of Fame, Browns Stadium, and over 25 downtown and neighborhood retail and housing projects.
  • Counseled clients regarding the formation of numerous family partnerships and LLCs, including handling of tax issues and documentation requirements.
  • Structured and documented complex partnership distribution and contribution program to enable partners of real estate partnership to take advantage of tax‑deferred exchange provisions.

FAQ

FAQ

What are the advantages of using a limited liability company (LLC)?

An LLC provides the best of both the corporate world and the partnership world. Like corporation shareholders, the owners of an LLC (who are referred to as “members”) are insulated from liabilities for the debts and of the business. While most corporations are subject to a double layer of taxation (one at the entity level and a second at the shareholder level), LLCs generally are treated as partnerships for tax purposes, resulting in a single layer of taxation (at the member level). This combination of limited liability and “pass-through” tax treatment, together with the flexibility afforded LLCs to tailor management and economic sharing arrangements to fit their business needs, makes the LLC the preferred choice of entities for many businesses.

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Practice Contacts

Calfee's Corporate and Capital Markets practice "draws from an impressive statewide team with a strong track record across a broad range of corporate and transactional matters. Areas of excellence include M&A, securities offerings and private equity and venture capital fund formation. They also offer notable capital markets expertise, with particular strengths in acting for underwriters."

Chambers USA 2020

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