Business and Fund Formation

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: North

For more than a decade, Calfee has been ranked for Corporate/M&A - Ohio: North by Chambers USA; most recently, Calfee was ranked in Band 2 in 2021.

Chambers USA commentators noted Calfee's Corporate and Finance practice "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. [Calfee also] offers notable capital markets expertise, with particular strengths in acting for underwriters." 

A source interviewed by Chambers USA researchers in 2021 said, "They consistently bring strong talent to any situation, operate in a seamless manner and remain calm even under stressful circumstances." Chambers USA also mentioned "A client appreciates the team's 'business-oriented, practical approach.'"

Calfee Firm Chairman, Douglas A. Neary, was ranked by Chambers USA 2021 as an Eminent Practitioner in Corporate/M&A - Ohio: North. Chambers USA commentators noted, "[Doug] 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." A client attested, "He brings an even-keeled approach and great judgment to bear in matters. He has tremendous people skills and is extremely responsive." Another client said, "He's a smart, sensible attorney with broad corporate experience."

Firm Administrative Partner, Arthur C. Hall III, was ranked by Chambers USA 2021 in Band 3 in Corporate/M&A - Ohio: North. Chambers USA researchers noted, "[Art] is particularly well versed in advising public companies and investors on financing issues and corporate governance matters." A client interviewed by Chambers USA researchers mentioned, "He's a no-nonsense corporate lawyer who is candid and transparent about his client's position and tries to facilitate the transaction." Another client reported, "He's responsive, practical and on point in his advice and work."

Calfee's Senior Chairman, Thomas F. McKee, was ranked by Chambers USA 2021 as a Senior Statesperson in Corporate/M&A - Ohio: North. Chambers USA researchers commented, "[Tom] is considered a trusted adviser to corporate clients on transactional and governance-related issues, most notably on capital markets work. He currently serves as the firm's senior chairman." A client of Tom's was quoted saying, "He's an excellent, well-known corporate adviser with a wealth of experience." Another client remarked, "He has a sterling silver reputation for his experience acting for companies of all sizes."

Partner John J. Jenkins was ranked by Chambers USA 2021 in Band 2 in Corporate/M&A - Ohio: North. Chambers USA researchers stated, "[John] focuses on advising on capital markets matters and M&A, acting for a broad range of businesses, issuers and underwriters." A client interviewed by Chambers USA researchers mentioned, "He takes complicated rules and regulations and makes them simple for clients." An additional client noted, "He's a knowledgeable, respected securities and corporate governance lawyer."

Partner Terrence F. Doyle was ranked by Chambers USA 2021 in Band 4 in Corporate/M&A - Ohio: North. Chambers USA researchers remarked, "[Terry] is held in particularly high regard for his abilities in advising private equity investors on transactional matters, alongside broader corporate work for portfolio companies." A client of Terry's interviewed by Chambers USA researchers commented, "[Terry] is creative, detail-oriented and has a good business mind."

Partner and Corporate and Finance practice Co-Chair, Jennifer L. Vergilii, was ranked by Chambers USA 2021 in Band 4 in Corporate/M&A - Ohio: North. Chambers USA researchers noted, "[Jenn's] clients regularly call upon her to handle a broad array of M&A and capital markets transactions." A client interviewed by Chambers USA remarked, "She's a pragmatic corporate and transactional lawyer who understands what the important issues are." Another client responded, "She is responsive, effortlessly works on issues and has cross-border contacts to assist with matters."

Partner and Corporate and Finance practice Co-Chair, Thomas M. Welsh, was ranked by Chambers USA 2021 in Band 4 in Corporate/M&A - Ohio: North. A client interviewed by Chambers USA researchers remarked, "[Tom's] strengths include critical thinking, understanding the market, attention to detail and timely communication."

Chambers USA Band 2 Ranking in Banking & Finance (Ohio)

Calfee's Corporate and Finance practice was ranked by Chambers USA in Band 2 for Banking & Finance in Ohio in 2021. Chambers USA researchers noted that Calfee's banking and finance practice is "Esteemed for its experience in advising major financial institutions and corporate borrowers across a host of banking and finance-related issues, with particular expertise in the manufacturing and industrial sectors. Areas of significant strength include financing corporate transactions, capital markets work, bankruptcy and workout matters and counseling on regulatory compliance."

A client interviewed by Chambers USA researchers relayed, "The banking and finance team has a strong reputation locally and always has their fingers on the pulse of the local transaction community and business leaders." A source added that the practice is "a technically proficient team of tireless workers and strong negotiators." Another source remarked, "Their strengths are their responsiveness and ability to address business issues."

Partner and Co-Chair of Calfee's Corporate and Finance practice, Karl S. Beus, was ranked by Chambers USA 2021 in Band 2 for Banking & Finance in Ohio. A client interviewed by Chambers USA researchers mentioned, "[Karl is] knowledgeable on the subject matter of credit facilities and has a good working relationship with banks." Another client said, "He's a pragmatic deal-maker who always gets to the desired outcome for his clients and is available when needed."

Partner in the Corporate and Finance practice group and a leader of the Private Equity practice, Ann Z. Seger, was ranked by Chambers USA 2021 as an "Up & Coming" attorney in Banking & Finance in Ohio. A client interviewed by Chambers USA researchers noted, "[Ann] is detail-oriented, incredibly responsive and always happy to help regardless of time of day." Another source remarked, "She's proactive, understands and explains market terms well and provides quality recommendations."

U.S. News – Best Lawyers^® “Best Law Firms” Rankings

Calfee was selected for inclusion in the 2021 "Best Law Firms" rankings by U.S. News – Best Lawyers in the following areas:

• Banking and Finance Law (National Tier 3, Metropolitan Tier 1 Cleveland)
• Commercial Finance Law (Metropolitan Tier 3 Columbus)
• Corporate Compliance Law (Metropolitan Tier 2 Cleveland)
• Corporate Governance Law (Metropolitan Tier 2 Cleveland)
• Corporate Law (National Tier 2, Metropolitan Tier 1 Cleveland, Metropolitan Tier 1 Columbus, Metropolitan Tier 2 Cincinnati)
• Mergers & Acquisitions Law (National Tier 3, Metropolitan Tier 1 Cleveland, Metropolitan Tier 2 Columbus) 
• Public Finance Law (National Tier 3, Metropolitan Tier 2 Cleveland)
• Securities/Capital Markets Law (National Tier 3, Metropolitan Tier 1 Cleveland)
• Securities Regulation (National Tier 2, Metropolitan Tier 1 Cleveland)
• Tax Law (Metropolitan Tier 1 Cleveland)
• Venture Capital Law (National Tier 2, Metropolitan Tier 1 Cleveland)

IFLR1000 (United States), Guide to the World's Leading Financial and Corporate Law Firms and Lawyers

Calfee was selected for inclusion in IFLR1000 – Guide to the World's Leading Financial and Corporate Law Firms:

• Nationally in Banking and Finance as Other Notable – United States and for 2019-2020 in Tier 1 – Ohio.
• In the areas of Capital Markets (Recommended – Ohio) and M&A (Tier 2 – Ohio) from 2019-2020.

Clients responding to the IFLR1000 survey reported the following regarding Calfee's M&A and Capital Markets team:

• "Calfee solves problems. They have a deep bench with complete understanding of clients' needs. They are focused, hardworking and get the job done. They are competitively priced."
• "Calfee, Halter & Griswold consistently goes above and beyond on providing sound counsel to our company. They are extremely responsive and even work on the weekends when an acquisition is ready to close. They anticipate our needs and will suggest alternative methods for solving legal issues. We are lucky to have them represent us."
• "Calfee is a sophisticated law firm with good depth across many practice areas. The lawyers have a strong sense of client service and are responsive to our needs."
• "Second to none. We have used every major law firm in the market and no one has the depth of expertise and high level of service."
• "They are excellent. I would recommend them. We have not used them significantly before this past year, and the work we used them for was M&A and IP assistance. They have been an impressive law firm to work with."
• "Calfee is an excellent law firm. Their lawyers are extremely knowledgeable and pleasant to work with."

IFLR1000 researchers quoted a Calfee client describing Calfee's Banking Group in the following way: "Everything they did seemed a level above all my prior dealings with other law firms."

Professionals

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

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.