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 Counsel.net, John J. Jenkins.
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:
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:
Clients responding to the IFLR1000 survey reported the following regarding Calfee's M&A and Capital Markets team:
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:
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:
"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, 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, 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."
"I can always count on Calfee, Halter & Griswold to provide prompt and concise answers to my technical questions."
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."
Researcher quote from the Chambers USA 2021 Guide
