Calfee’s Capital Markets and Public Reporting practice offers 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 of 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 shareholders/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.
Chambers USA Leading Law Firm Rankings
For more than a decade, Calfee has been recognized as a Leading Law Firm for Corporate/M&A by Chambers USA, most recently in Band 2 in Ohio: North and Band 3 in Ohio: South and Central (2023).
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."
Clients provided feedback to Chambers USA researchers, "Calfee consistently generates exceptional outcomes for their clients. They are extremely responsive and meet tight deadlines. Their lawyers represent the client's best interests while also conducting themselves in a collegial and professional manner. They offer exceptional service levels. The firm has done an excellent job with some of our most difficult transactions and brings a business sensibility while protecting and mitigating our risk."
Best Lawyers® “Best Law Firms” Rankings
Calfee was selected for inclusion in the 2024 "Best Law Firms" rankings in the following areas:
The Best Lawyers in America®
Calfee earned the Best Lawyers 2022 Top-Listed State Award for Securities / Capital Markets Law in Ohio with five attorneys recognized. The "Top-Listed" designation is given to the firm that has the most recognized lawyers in a particular location and practice area.
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 2023 in Capital Markets in Ohio as a Recommended Law Firm.
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:
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
