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Overview

Calfee leverages the expertise of our lawyers across multiple practice areas to provide clients with comprehensive legal guidance regarding the structuring, drafting and negotiating various types of commercial contracts, including:

  • Purchase and sale order terms and conditions
  • Joint venture agreements
  • Contract manufacturing agreements
  • Supply agreements
  • Distribution agreements
  • Intellectual property licenses
  • Confidentiality/nondisclosure agreements
  • Software agreements
  • Capital leases
  • Consulting, independent contractor, and sales representative agreements
  • Government contracts
  • Other complex commercial contracts.

We work collaboratively with each client to draft and negotiate contracts that mitigate their identified key business and legal risks and pressure points while optimizing the client’s growth opportunities and goals.

Our advice is proactive, strategic and practical – we work to tailor internal contracting best practices and risk mitigation techniques based on the client’s individual business model, resources and risk profile as well as any unique industry considerations. 

We utilize our expertise across multiple practices to address high risk compliance areas, including the European Union’s General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and other data privacy compliance and legal matters, within the scope of the client’s commercial contracts.

We utilize Calfee’s proprietary reporting and other data management programs, which are developed internally by Calfee’s IT department to create customized outputs based on the client’s specific needs. We make the reports available to clients through the use of our industry-leading client extranet technology, which our clients tell us is a significant differentiator from other legal service providers.

Noteworthy

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."

Professionals

Experience

Experience

  • Assisted Nestlé USA, Inc. in the (i) drafting and negotiating of a wide variety of commercial agreements related to all facets of its business operations, including, without limitation, contract manufacturing agreements, supply agreements, construction and professional services agreements, SaaS agreements, subscription and licensing agreements, power purchase agreements, construction and professional design agreements, temporary staffing agreements, and (ii) creation of form agreements to be used across business units, including marketing agreements, employee and third-party waivers and releases, equipment finance agreements, power purchase agreements, construction contracts, and event sponsorship.
  • Created a customized sales representative onboarding package – including an offer letter and sales representative agreement with invention assignment and proactive and restrictive covenants – for a client in the medical device and services industry.
  • Assisted a service industry client in rolling out a hybrid but uniform employment agreement – at-will versus term, varying degrees of proactive and restrictive covenants based upon role, modified incentive compensation and severance packages based upon division within the company – to better manage the employee-employer relationship.
  • Represented a national finance company in the negotiation of several long-term sponsorship and marketing agreements with professional sports franchises and sporting organizations.
  • Negotiated agreements with professional sports organizations, such as the NFL, NBA, NCAA and MLB in connection with the production of major sporting events in the City of Cleveland.
  • Represented large, publicly traded chemical company based in Northeast Ohio with respect to drafting, negotiating and analyzing a multitude of commercial contracts, including supply agreements, licensing agreements, distribution and sales rep agreements, nondisclosure agreements, quality agreements, etc.
  • Provided advice to major pharmaceutical distribution company with respect to HIPAA and other compliance issues that arise from time to time when entering into new commercial contract arrangements.
  • Negotiated logistics and transportation agreement with national carrier company for the management of the client’s national logistics and delivery function.

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