Corporate Transactions Lawyers Providing Sophisticated Legal Counsel for Complex Business Matters
With 45+ dedicated corporate transactions attorneys, Calfee’s Corporate and Finance practice group is one of the largest and most prolific in Ohio, handling a significant number of complex and sophisticated business and financial transactions for clients across the country and globally.
Calfee’s Corporate Transactions Attorneys: What We Do
Calfee's corporate transactions lawyers advise businesses on mergers and acquisitions, securities offerings, commercial lending, public finance, and corporate governance matters. Our team handles 60-75 M&A transactions annually and has represented clients in more than 230 public and Rule 144A offerings since 1981.
Our practice encompasses:
- Mergers and Acquisitions (M&A): Representing private equity firms, public companies, and privately held businesses in buy-side and sell-side transactions
- Capital Markets: Counseling issuers and underwriters in public offerings, private placements, and SEC compliance
- Commercial Lending: Structuring domestic and international financings for financial institutions and borrowers
- Public Finance: Serving as bond counsel, underwriter's counsel, and issuer's counsel for governmental borrowings
- Corporate Governance: Providing SEC reporting, compliance, and governance advice to public and private companies
Mergers, Acquisitions, and Divestitures
Calfee's boasts a robust M&A practice, completing 60-75 merger and acquisition transactions annually for private equity clients, strategic buyers, and privately held and publicly traded companies. Our corporate transactions lawyers represent financial and strategic buyers, sellers, and investment banks across diverse industries.
Our M&A practice is distinguished by:
- Active representation of private equity firms in platform acquisitions and add-on transactions
- Counsel to NYSE and NASDAQ-listed companies in strategic acquisitions and divestitures
- Deep relationships with investment banking firms that drive deal flow
- Experience with complex transaction structures, including ESOPs, cross-border acquisitions, and representations and warranties insurance
Capital Markets and Securities
Calfee has represented issuers and underwriters in more than 230 public and Rule 144A offerings since 1981. Our corporate transactions team provides comprehensive capital markets services, including:
- Public Offerings: IPOs, follow-on offerings, and debt issuances for NYSE and NASDAQ-listed companies
- Private Placements: Rule 144A offerings and Regulation D transactions
- SEC Compliance: Periodic reporting, proxy statements, and disclosure obligations
- Corporate Governance: Board advisory services, stockholder matters, and executive compensation
Commercial Lending
Calfee’s Commercial Lending practice represents clients in all aspects of domestic and international transactions, financings, and debt structures, counseling financial institutions and borrowers by:
- Analyzing, structuring, documenting, and negotiating all aspects of finance in private, public, syndicated, international, and governmental settings.
- Assisting companies in developing and structuring the commercial aspects of domestic and international business relationships, such as development projects, sales, distribution arrangements, and multinational ventures.
We are among those select firms with an independent practice dedicated solely to commercial business and finance, setting high standards of excellence for other commercial lending practices.
Public Finance Transactions
Calfee's Public Finance team handles the full spectrum of governmental borrowings, from municipal bonds to complex public-private partnership structures. Our attorneys have served as:
- Bond Counsel: Providing tax and securities law opinions for governmental issuers
- Underwriter's Counsel: Representing investment banks in municipal securities offerings
- Disclosure Counsel: Drafting official statements and ensuring compliance with SEC Rule 15c2-12
- Issuer's Counsel: Advising governmental entities on financing structures
- Borrower's Counsel: Representing private entities in conduit financings
Our public finance practice encompasses economic development incentives, tax increment financing (TIF), and public-private partnership (P3) transactions for projects including urban redevelopment, student housing, sports facilities, and healthcare infrastructure.
Corporate Governance, SEC Reporting, and Compliance
Calfee provides corporate governance and SEC compliance services to companies, including NYSE and NASDAQ-listed issuers. Our corporate transactions attorneys advise on a range of matters, including:
- Board composition and structure
- Stockholder meetings and proxy contests
- SEC periodic reporting (Forms 10-K, 10-Q, 8-K)
- Insider trading policies and Section 16 compliance
- Sarbanes-Oxley Act and Dodd-Frank Act requirements
- ESG disclosure and sustainability reporting
Services Our Corporate Transactions Attorneys Provide
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, a significant merger, acquisition, or divestiture, or a complex commercial or public finance transaction, we will guide you through the inevitable and unexpected legal hurdles to achieve your organization's 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 Restructuring and Insolvency: Representing creditors and debtors in workout negotiations and bankruptcy proceedings
- Capital Raising: Structuring public and private securities offerings
- Commercial Finance and Banking: Counseling financial institutions and borrowers on domestic and international financings
- Contractual Arrangements: Drafting and negotiating commercial agreements
- Corporate Governance and Compliance: Advising on board matters and regulatory obligations
- Employment-Related Matters: Addressing workforce issues in transactions
- Executive Compensation: Designing equity and incentive plans
- Mergers, Acquisitions, and Joint Ventures: Representing buyers, sellers, and investors in M&A transactions
- Public Finance Transactions: Serving as bond counsel, underwriter's counsel, disclosure counsel, issuer's counsel, and borrower's counsel
- Risk Management: Identifying and mitigating legal and business risks
- Succession Planning: Structuring ownership transitions for family businesses
- Tax: Coordinating with tax counsel on transaction structures
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 and in Band 2 in Banking & Finance in Ohio (2026).
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 2026 "Best Law Firms" rankings in the following areas:
- Banking and Finance Law (National Tier 2, Regional Tier 1 Cleveland)
- Closely Held Companies and Family Businesses Law (Regional Tier 1 Cleveland)
- Commercial Finance Law (Regional Tier 1 Cleveland)
- Corporate Compliance Law (Regional Tier 2 Cleveland, Regional Tier 1 Cincinnati)
- Corporate Governance Law (Regional Tier 2 Cleveland)
- Corporate Law (National Tier 1, Regional Tier 1 Cleveland, Regional Tier 1 Columbus, Regional Tier 1 Cincinnati)
- Financial Services Regulation Law (Regional Tier 2 Cincinnati)
- International Mergers and Acquisitions (Regional Tier 2 Cleveland)
- Leveraged Buyouts and Private Equity Law (National Tier 2, Regional Tier 1 Cleveland, Regional Tier 1 Cincinnati)
- Mergers & Acquisitions Law (National Tier 1, Regional Tier 1 Cleveland, Regional Tier 1 Columbus, Regional Tier 1 Cincinnati)
- Public Finance Law (National Tier 3, Regional Tier 1 Cleveland)
- 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)
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 in 2025:
- Banking: USA – Notable; Ohio – Tier 1
- Capital Markets: Ohio – Active
- M&A: Ohio – Tier 2
- Restructuring & Insolvency: Ohio – Tier 2
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."