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Overview

Calfee’s Capital Markets Attorneys: Sophisticated Counsel Built on Experience

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 capital markets lawyers 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. Our securities expertise, coupled with long-standing investment banking relationships, drives a sophisticated capital markets practice at Calfee.

Services Our Capital Markets Attorneys Provide

Our capital markets attorneys offer a full range of offering, compliance, and governance services. We tailor each engagement to the client’s profile, industry, and goals.

Public and Rule 144A Securities Offerings

Calfee has represented 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. We guide issuers and underwriters through debt and equity offerings of all sizes and structures. 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. 

Our offering experience includes:

  • Common and preferred stock offerings
  • Senior note and high-yield note offerings
  • Convertible note offerings
  • Rule 144A private placements
  • Secondary offerings and overnight equity deals
  • Securitization and pass-through certificate transactions

Over the past decade alone, we have served as counsel to issuers or underwriters in approximately 50 registered public offerings, reflecting a practice active in both up and down markets.

Initial Public Offerings (IPOs)

We help private companies navigate the demands of going public. Our team has advised issuers and underwriters on 20 IPOs completed since 1991, participating in most of the IPOs completed in Northeast Ohio over the past 25 years, along with offerings elsewhere in Ohio and beyond.

SEC Reporting and Public Disclosure

We actively prepare and review Exchange Act reports and related SEC filings for many public company clients. Our capital markets lawyers advise SEC reporting managers, executive officers, and boards on their disclosure obligations, helping them craft disclosure suited to their circumstances.

We regularly assist with:

  • Annual reports on Form 10-K
  • Quarterly reports on Form 10-Q
  • Current reports on Form 8-K
  • Section 16 filings (Forms 3, 4, and 5)
  • Proxy statements and annual meeting materials
  • Beneficial ownership and insider transaction reporting

Our team is thoughtful, thorough, efficient, and highly responsive, especially when time is of the essence.

Corporate Governance

We counsel clients on governance matters that range from board and committee planning to detailed SEC and stock exchange compliance.

Our governance work covers:

  • Board and committee structure and planning
  • SEC and stock exchange governance rules
  • Dodd-Frank Act and related legislative developments
  • Executive, director, and equity compensation arrangements
  • Institutional Shareholder Services (ISS) and Glass Lewis standards
  • PCAOB and related public company matters

We help clients balance authority among management, boards, and shareholders, and design customized governance structures that fit each situation.

Takeover Preparedness and Public Company M&A

We advise directors on their evolving fiduciary duties in takeover settings. Working alongside financial advisers, our capital markets attorneys help boards evaluate potential sale transactions and design responses to unwanted solicitations, assisting with:

  • Takeover preparedness planning
  • Response to unsolicited proposals
  • Tender offers
  • Fairness opinion coordination
  • Strategic transaction structuring

Securities Litigation and Investigations

Our team draws on broad experience with the securities regulatory framework to represent clients in enforcement and investigation matters. We have represented targets of SEC, self-regulatory organization (SRO), and stock exchange investigations, and served as counsel to corporations and board committees conducting internal investigations into alleged misconduct.

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.

Noteworthy

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 1 in Ohio: North and Band 2 in Ohio: South and Central (2026). 

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."

The Legal 500 Rankings

The Legal 500 US City Elite 2026 Guide has recognized Calfee as a Leading Law Firm in Ohio in Corporate and M&A.

Best Lawyers® “Best Law Firms” Rankings

Calfee was selected for inclusion in the 2026 "Best Law Firms" rankings in the following areas:

  • Corporate Compliance Law (Regional Tier 1 Cincinnati, Regional Tier 2 Cleveland)
  • Corporate Governance Law (Regional Tier 2 Cleveland)
  • Corporate Law (National Tier 1, Regional Tier 1 Cleveland, Regional Tier 1 Columbus, Regional Tier 1 Cincinnati)
  • Securities / Capital Markets Law (National Tier 2, Regional Tier 1 Cleveland, Regional Tier 1 Cincinnati)
  • Securities Regulation (National Tier 1, Regional Tier 1 Cleveland, Regional Tier 1 Cincinnati)
  • Tax Law (Regional Tier 1 Cleveland)

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 2025 in Capital Markets in Ohio as an Active Law Firm.

  • Chambers USA 2026 A Firm Badge

Professionals

Experience

Experience

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:

  • Assisted Invacare Corporation (NYSE: IVC), a global manufacturer, with the negotiation, documentation, and 2023 emergence from bankruptcy involving multiple sophisticated capital structure transactions totaling nearly $500 million, new governance documents, an entirely new Board of Directors, employment and management arrangements including cash and equity compensation matters and numerous, related aspects.
  • 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 an 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.
  • 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

  • "The Calfee team is very business-minded, which allows them to advise on critical issues and to truly assess the multiple risks involved in an M&A transaction." – Calfee client quote, Chambers USA 2025
  • "The Calfee team is smart, responsive and practical. They bring a business-centric approach to every transaction and mitigate risk for us while not losing sight of the business side of a deal." – Calfee client quote, Chambers USA 20235
  • "Calfee consistently generates exceptional outcomes for the client." – Calfee client quote, Chambers USA 2023
  • "The lawyers represent the client's best interests while also conducting themselves in a collegial and professional manner. They offer exceptional service levels." – Calfee client quote, Chambers USA 2023
  • "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." – Calfee client quote, Chambers USA 2023
  • "Calfee is extremely responsive and meets tight deadlines." – Calfee client quote, Chambers USA 2023
  • "The firm's understanding and experience at the highest levels of business and law have served as a great benefit for us." – Calfee client quote, Chambers USA 2022
  • "Its lawyers are pragmatic and efficient with good business sense." – Calfee client quote, Chambers USA 2022
  • "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 quote, U.S. News – Best Lawyers in “Best Law Firms”
  • "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 quote, U.S. News – Best Lawyers in “Best Law Firms”
  • "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 quote, U.S. News – Best Lawyers in “Best Law Firms”
  • "I can always count on Calfee, Halter & Griswold to provide prompt and concise answers to my technical questions." – Calfee client quote, U.S. News – Best Lawyers in “Best Law Firms”

News & Events

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    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

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