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Calfee’s Capital Markets and Public Reporting practice offers a a full range of corporate governance, Securities and Exchange Commission reporting and compliance, and capital markets services.

Our attorneys have a wealth of experience representing public companies, including NYSE and NASDAQ-listed issuers, as well as a strong history, unique in our region, of representing financial services providers such as banks, broker-dealers and investment advisers with respect to capital markets and securities and regulatory compliance matters.

This experience is evidenced by our firm’s representation of issuers and underwriters in connection with more than 230 public and Rule 144A debt and equity offerings since 1981, with aggregate proceeds from such offerings in excess of $45 billion. Our securities expertise, coupled with long-standing investment banking relationships, drive a sophisticated capital markets practice at Calfee.

Over the past decade, we have served as counsel to issuers or underwriters approximately 50 registered public offerings. Our issuer clients have ranged in size from community banks with market caps of less than $200 million to S&P 500 manufacturing companies with market caps of more than $10 billion. Our underwriters’ representations have included investment banks such as Bank of America Merrill Lynch, Goldman Sachs Co., JPMorgan Chase, Morgan Stanley, Deutsche Bank, UBS Investment Bank and Sandler O’Neill & Partners, L.P.

Consistent with Calfee’s capital markets expertise, we have substantial experience guiding issuers through the Initial Public Offering process, as we have represented issuers and underwriters with respect to 20 IPOs completed since 1991. Our firm has participated in most of the IPOs completed in Northeast Ohio during the past 25 years, as well as a number of IPOs in other parts of Ohio and outside of the state.

Practice members also assist clients with public and private offerings of securities, regulatory compliance and reporting, proxy solicitations and proxy fights, takeover preparedness and public company M&A activities, tender offers and securities litigation before the Securities and Exchange Commission, self-regulatory organizations, and federal and state courts. We also work with investment bankers in connection with fairness opinions, mergers and acquisitions, financings and other engagements.

We actively participate in the preparation and review of the various Exchange Act reports and related SEC filings of many of our public company clients (Forms 3, 4, 5, 10-K, 10-Q, 8-K, proxy statements, etc.). We regularly advise the SEC reporting managers, executive officers and boards of directors of our clients regarding their SEC filing and public disclosure obligations and assist them with preparing disclosure appropriate for their profile and circumstances. In advising on these matters, we pride ourselves on being thoughtful, thorough yet efficient, practical and, extremely responsive, particularly because time is often of the essence. 

Given our group’s broad experience with the securities regulatory framework, members of the practice also have represented targets of SEC, SRO and stock exchange investigations and enforcement proceedings and have served as counsel to corporations and board committees conducting internal investigations involving allegations of misconduct.

Our lawyers counsel clients on a wide variety of corporate governance matters, ranging from fundamental board and committee planning to fulfilling the detailed requirements of SEC and stock exchange corporate governance rules and new legislative developments, such as the Dodd-Frank Act. In addition, we have considerable experience with executive, director and equity compensation arrangements, Institutional Shareholder Services (ISS) and Glass Lewis standards and many other SEC, PCAOB, and stock exchange matters impacting public company governance. We often assist clients, both public and private, in the delicate balancing of corporate authorization and responsibility between and among management, boards and shareholder/owners and help to tailor customized governance structures designed to work best for each particularized situation.

Our Capital Markets and Public Reporting lawyers have extensive experience advising public company directors on their evolving fiduciary duties in takeover settings and in working with financial advisers to assist in designing and implementing any one or more of the myriad of responses that might be appropriate in considering whether to pursue a potential sale transaction or to protect the long-term interests of a corporate client in the face of an unwanted solicitation.

In addition to serving on numerous advisory boards and boards of directors of its clients, Calfee lawyers are active in their local communities and also have had many articles published on various M&A, securities and corporate governance topics. 

The Capital Markets and Public Reporting practice group counts among its members a former adjunct law professor on M&A at Cleveland-Marshall College of Law and member of the Board of Advisers and Editor of Corporate, John J. Jenkins.


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

For more than a decade, Calfee has been ranked for Corporate/M&A in Ohio by Chambers USA; most recently, Calfee was ranked in Band 2. 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 Finance practice 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.'"

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

For more than a decade, Calfee's Corporate and Finance group has been recognized by Chambers USA in Banking & Finance (Ohio); most recently, the Firm was ranked in Band 2. In 2020, Chambers USA researchers noted that the team 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 industrials sectors. Areas of significant strength include financing corporate transactions, capital markets work, bankruptcy and workout matters and counseling on regulatory compliance."

Chambers USA researchers further reported that a client commented: "They really do offer a one-stop shop – they could handle the finance work as well as the day-to-day commercial issues. Their expertise is wide and far-reaching; they give us everything we need and more." Another client is quoted as saying, "The firm has surprised me in an extremely positive way, and it competes on a global scale in finance matters."

Karl S. Beus, Chair of the practice, has been ranked in Chambers USA 2020 in Banking & Finance (Band 2), and has been recognized for his "strong knowledge of the law and vast experience in negotiating deals and financing," with sources commenting on his abilities to bring "very complex matters to their practical essence." – Chambers USA 2020

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."




Transactional/Counseling Engagements

Calfee’s Capital Markets and Public Reporting group has advised public company clients in connection with a number of complex transactions, securities compliance and corporate governance matters. Notable public company projects in the past several years include:

  • Acted as counsel to The J. M. Smucker Company with respect to its approximately $3.0 billion acquisition of the Folgers Coffee Business from Proctor & Gamble in a complex “Reverse Morris Trust” structure. P&G consolidated its Folgers Coffee Business under a new wholly-owned subsidiary of P&G ("Newco"). Prior to the split-off of Newco, P&G received a dividend of $350 million in cash from Newco.  On the closing date of the transaction, P&G split-off Newco to P&G shareholders in an exchange offer.  Newco then was merged with Merger Sub (a wholly owned subsidiary of The J. M. Smucker Company), with Newco as the surviving corporation, and holders of Newco common stock (the P&G shareholders electing to participate in the split-off) were issued Smucker common shares.
  • Advised RPM International Inc. in connection with the corporate, strategic and financing aspects associated with the Chapter 11 reorganization proceeding of two non-operating subsidiaries in order to resolve asbestos claims associated with Bondex International, Inc.
  • Advised several clients, including Agilysys, Inc., LNB Bancorp, Inc. and DATATRAK International Inc. in connection with proxy contests with activist shareholders and advised Invacare Corporation in connection with responding to shareholder proposals and related shareholder discussions. Representations included significant counseling on proxy solicitation rules and regulations and interactions with the SEC on behalf of our clients, as well as substantial involvement in strategic considerations and shareholder communications in connection with such contests and proposals (including “fight letters” and ISS/related shareholder service recommendations) and settlement negotiations and documentation.
  • Acted as counsel to LNB Bancorp, Inc. and National Bancshares Corporation in connection with their public company merger transactions completed in 2015.
  • Acted as special counsel to MTD Products Inc. in connection with the negotiated repurchase of a significant minority stake in MTD.
  • Advised LNB Bancorp, Inc. in its issuance of $25 million in preferred stock to the U.S. Treasury under the TARP Capital Purchase Program, and the subsequent resale of the preferred stock by the U.S. Treasury in a public offering. Further advised LNB regarding the compensation restrictions and related disclosure considerations applicable to recipients of TARP funds.
  • Advised DATATRAK International, Inc. in connection with the delisting of its Common Shares from NASDAQ and the subsequent deregistration of its securities under the Securities Exchange Act of 1934. In connection with such engagement, advised DATATRAK with respect to various aspects of the deregistration process, including preparing and negotiating a no-action request with the SEC in order to complete the deregistration process. 

Recent Public Offerings

Consistent with our long-standing capital markets practice, during the past several years the group represented issuers and underwriters in the following public and 144A offerings:

  • Represented Underwriters (including Bank of America Merrill Lynch, Goldman Sachs Co., JPMorgan Chase, Morgan Stanley, Deutsche Bank and UBS Investment Bank) in connection with more than 25 public offerings in the last decade for Welltower Inc. (formerly Health Care REIT) (NYSE: HCN), including two common stock offerings in 2014 and a common stock and two Senior Note offerings in 2015. The 2015 equity offering had the distinction of being the largest overnight common stock offering completed since 2013. Likewise, the 2014 offerings were the largest overnight common stock offerings completed by a NYSE-listed company in 2014. 
  • Acted as counsel to Fairmount Santrol Holdings Inc. in connection with two primary Common Stock offerings raising in excess of $480 million, as well as a $200 million secondary Common Stock offering by the Company's largest stakeholder, American Securities (a substantial private equity fund).
  • Acted as counsel to Invacare Corporation in connection with two Convertible Note offerings raising in excess of $250 million.
  • Acted as counsel to RPM International Inc. in connection with Senior Note and Convertible Note offerings raising approximately $1.9 billion.
  • Represented Sandler O’Neill & Partners, L.P., as Underwriter, in a public offering of senior notes by Old National Bancorp (Nasdaq: ONB).
  • Acted as counsel to The J. M. Smucker Company in connection with a Senior Notes offerings raising $1.6 billion.
  • Acted as counsel to Chart Industries, Inc. in connection with two Convertible Note offerings raising in excess of $500 million.
  • Represented Underwriters (including Barclays Capital, Credit Suisse, Goldman Sachs & Co., JPMorgan Chase, KeyBanc Capital Markets, Morgan Stanley, RBS Greenwich Capital, Scotia Capital, and UBS Investment Bank as joint book-running managers) in connection with multiple debt offerings for Ohio Edison, Toledo Edison and The Illuminating Company, electric utilities and subsidiaries of FirstEnergy Corp., raising more than $1.2 billion.
  • Represented Initial Purchasers (Barclays Capital, Goldman Sachs & Co. and J.P. Morgan as joint book-running managers) in connection with a 144A offering of $400 million aggregate principal amount of Senior Notes of American Transmission Systems, Incorporated, a regulated transmission utility and subsidiary of FirstEnergy Corp.
  • Served as Ohio counsel for entities affiliated with Ohio Edison, Toledo Edison and The Illuminating Company (the “Issuers”) in connection with an approximately $450 million public offering of pass-through certificate in trusts formed in connection with this complicated stranded cost securitization.

Client Feedback

Client Feedback

  • "As a public company, we rely heavily on their advice and counsel on the whole range of securities law compliance. Calfee, Halter & Griswold has an impressive array of public company clients, and it shows, particularly in securities law where the firm has deep and highly relevant experience. They are always very responsive." - Calfee client, as reported by U.S. News – Best Lawyers in their 2020 “Best Law Firms” rankings report
  • "Calfee, Halter & Griswold deserves high marks in business and corporate law. They provide excellent support in the areas of corporate governance and securities law and have deep, relevant experience in these areas. As an NYSE-listed public company, we are able to get the full range of public company support from Calfee. We are served by lawyers who are willing to take the time and make the investment to thoroughly understand our business. They are a valued extension of the legal department and are very responsive. It often feels like they are co-located with us. I wouldn't hesitate to refer my peers and any other business leader to the firm, and, in fact, I have done so on several occasions." - Calfee client, as reported by U.S. News – Best Lawyers in their 2020 “Best Law Firms” rankings report
  • "Calfee, Halter & Griswold has a strong Capital Markets group. They've done a great job in serving as our counsel in any number of financing transactions, including public offerings, private placements, bank credit facilities, and convertible and high yield notes. What sets Calfee apart is that they stay close to the client even after the closing to guide our ongoing monitoring and compliance and proactively advise on pending notification obligations. They are an invaluable adviser to us." - Calfee client, as reported by U.S. News – Best Lawyers in their 2020 “Best Law Firms” rankings report
  • "I can always count on Calfee, Halter & Griswold to provide prompt and concise answers to my technical questions." - Calfee client, as reported by U.S. News – Best Lawyers in their 2019 “Best Law Firms” rankings report

News & Events



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. 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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