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Overview

With 35 dedicated attorneys, Calfee’s Corporate and Capital Markets practice is one of the largest and most prolific in Ohio, handling a significant number of complex and sophisticated transactions for clients around the country and globally.

Calfee boasts a robust Merger and Acquisitions, Divestitures and Sales practice, annually consummating 60-75 M&A transactions, and led by an active private equity client base and a large roster of public and significant privately held corporate clients. These financial and strategic buyers, coupled with our deep investment banking representations and relationships, drive a thriving and diverse M&A practice at Calfee.

Calfee also has a full range of corporate governance, SEC reporting and compliance, and capital markets services and a wealth of experience representing public companies, including NYSE and NASDAQ-listed issuers. Calfee has represented issuers and underwriters in more than 230 public and Rule 144A offerings since 1981. In addition, Calfee has a strong history, unique in our region, of representing financial services providers such as banks, broker-dealers and investment advisers.

In turn, our Corporate and Capital Markets practice drives related practice areas, including Capital Markets/Securities Transactions, Commercial and Public Finance, Real Estate, Wealth Management and Corporate Succession Planning, to name a few.

Differentiators

Calfee Corporate and Capital Markets attorneys are committed to fostering deep and long-standing relationships with our clients. This requires understanding our clients' overall business goals and their specific goals for each transaction and matter we handle. We invest our time developing in-depth knowledge of the industries in which our clients operate to better understand their complex legal and business issues and provide more insightful practical advice.

Finally, in conducting client feedback interviews, we have learned that beyond experience and expertise, Calfee clients value our high level of responsiveness, our understanding of our clients' risk tolerance levels, and our desire to customize our communications to match our clients' unique preferences.

Noteworthy

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

For more than a decade, Calfee's Corporate and Capital Markets group has been ranked by Chambers USA. Most recently, in Chambers USA 2020, Calfee was ranked in Band 2 for Corporate/M&A in Ohio. 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 Capital Markets 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.'"

U.S. News – Best Lawyers® “Best Law Firms” Rankings

Calfee was selected for inclusion in the 2020 "Best Law Firms" rankings by U.S. News – Best Lawyers in the following areas:

  • Corporate Law (National Tier 2 and Metropolitan Tier 1 Cleveland and Columbus)
  • Venture Capital Law (National Tier 2 and Metropolitan Tier 1 Cleveland)
  • Mergers & Acquisitions Law (National Tier 3 and Metropolitan Tier 2 Cleveland and Columbus) 
  • Securities/Capital Markets Law (National Tier 3 and Metropolitan Tier 1 Cleveland)
  • Securities Regulation (National Tier 2 and Metropolitan Tier 1 Cleveland)
  • Corporate Compliance Law (Metropolitan Tier 2 Cleveland)
  • Corporate Governance Law (Metropolitan Tier 2 Cleveland)
  • Tax Law (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 from 2019-2020 in the areas of Capital Markets (Recommended – Ohio) and M&A (Tier 2 – Ohio).

Clients responding to the IFLR1000 2019 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."

Professionals

Professionals

Arthur C. Hall III
Firm Administrative Partner and Partner-in-Charge, Cleveland
Gus  Kallergis
Co-Chair, Business Restructuring and Insolvency
H. Jeffrey  Schwartz
Co-Chair, Business Restructuring and Insolvency
Jennifer L. Vergilii
Co-Chair, Corporate and Capital Markets
Thomas M. Welsh
Co-Chair, Corporate and Capital Markets

Experience

Experience

Our Corporate and Capital Markets attorneys work collaboratively with their colleagues across Calfee’s 30+ practice areas to ensure that transactions and other client matters are handled efficiently and by the attorney with the necessary experience and skills. We regularly interact with attorneys in the following practice areas on client matters:

Equipped with experience-based legal knowledge and readily accessible resources across all practice areas, Calfee's Corporate and Capital Markets attorneys regularly advise public companiesprivately held businesses, private equity firms, venture capital and other investor groups, and entrepreneurs from a cross-section of industries through every stage of the business life cycle.

Recent matter highlights include:

  • Exclusive counsel to a B2B-focused private equity firm in connection with the acquisition of the equity of a leading technology-enabled, specialty distributor of elastomer components. The transaction represented a new platform acquisition for the client that gave them the opportunity to, among other things, implement a buy-and-build strategy for the acquired company to allow it to augment its current product offering and broaden its distribution facility footprint. Calfee was exclusive counsel in negotiating all aspects of the transaction for the client.
  • Served as counsel to an American manufacturer of food products in its March 2020 public offering of $500 million of 2.375% Notes due 2030 and $300 million of 3.550% Notes due 2050.
  • Exclusive U.S. counsel to an American multinational manufacturing company specializing in sealants, coatings and building materials in connection with the acquisition of the shares of capital stock of a leading manufacturer of trenchless pipe rehabilitation equipment. This matter allowed the client to acquire a leader in the inflow and infiltration market that will result in channel synergies for certain subsidiaries of the client. Calfee was exclusive U.S. counsel in negotiating all aspects of the transaction for the client and also oversaw the client's Quebec counsel to ensure that the peculiarities of Quebec law were adequately addressed in the acquisition.
  • Counsel to a global packaging supplier ("the client") and its equity holders in connection with the sale of its membership interests to an affiliate of a packaging company known for its food and bubble wrap brands. An employee stock ownership plan (ESOP) owned approximately 67% of the equity of the client (the ESOP trustee retained separate counsel during the transaction). In addition, prior to the closing, an “F” reorganization was conducted, which required a separate vote to approve the transaction from the nearly 1,000 ESOP participants. The client also operates in numerous foreign jurisdictions and has a significant number of overseas employees, which required input from various foreign counsels (for both the buyer and the sellers). The transaction involved the use of representations and warranties insurance that resulted in a “no seller indemnity” transaction. Calfee was responsible for negotiating all U.S. aspects of the transaction for the client and its equity holders, as well as overseeing foreign counsel in the UK, France, Belgium, Thailand and India that assisted in various aspects of the transaction.
  • Exclusive counsel to an American multinational manufacturing company specializing in sealants, coatings and building materials in connection with the acquisition of the membership interests of a leading manufacturer of edible coatings, stabilisers and specialty ingredients. The acquisition resulted in strong synergies for the client's subsidiaries. Calfee was exclusive counsel in negotiating all aspects of the transaction for the client.
  • Calfee's client, a business continuity consulting and software company, was acquired by a platform company of a software-focused private equity firm. Our deal team served as exclusive counsel for the seller and drafted and negotiated the purchase agreement, employment agreements, restrictive covenant agreements and various other ancillary documents agreements. This deal was unique in that the Letter of Intent (LOI) was executed in January 2020 and most of the negotiations occurred during the COVID-19 pandemic quarantine, including many “firsts” such as how to handle a change in control with a Paycheck Protection Program loan issued under the U.S. CARES Act, the impact of COVID-19 on force majeure clauses and related matters. The deal closed in an environment when the rest of M&A world came to a halt.
  • Exclusive counsel to an American multinational manufacturing company specializing in sealants, coatings and building materials in connection with the acquisition of a manufacturer of joint sealants for commercial construction, and a business that markets and sells said products. This acquisition strengthened the client's commercial sealants and waterproofing business position as a global market leader. Calfee was exclusive counsel in negotiating all aspects of the transaction for the client.

Services

Services

Whether your business is a new venture navigating the early stages of formation, organization and capital raising, or an established enterprise undertaking complex contract negotiations, corporate succession planning, or a significant merger, acquisition, or divestiture, we will guide you through the inevitable and unexpected legal hurdles to achieve your objectives.

Combining technical and legal expertise with business insights and sound judgment cultivated over years of corporate counseling, Calfee attorneys provide superior, customized service in a timely and cost-effective manner in the following areas of concentration:

  • Business organization and structure
  • Corporate governance and compliance
  • Contractual arrangements
  • Capital raising via public and private offerings
  • Mergers, acquisitions and joint ventures
  • Commercial finance and banking
  • Tax
  • Employment-related matters
  • Executive compensation
  • Risk management
  • Succession planning

Doing Business in Ohio

Doing Business in Ohio

With offices spanning the state of Ohio and deep connections in the state’s capital, Calfee’s Corporate and Capital Markets attorneys regularly assist clients who are starting, relocating, or expanding business operations in the state. Calfee attorneys are experienced helping clients understand and participate in Ohio’s state loan and grant programs, state tax credits, and other state programs such as JobsOhio. 

Calfee attorneys have developed a Guide to Doing Business in Ohio, which details important information for business owners and executives operating or considering moving or starting a business enterprise in the state.

News & Events

News

Publications

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Calfee's Corporate and Capital Markets 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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