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Overview

At Calfee, our attorneys recognize that every client, opportunity and problem is unique. That’s why our attorneys utilize their extensive experience to counsel clients on ESOP.

An employee stock ownership plan (ESOP) can be an attractive strategy for business owners that benefits the corporation, shareholders and employees. At Calfee, we use an interdisciplinary approach to provide our clients with seamless representation across all aspects of an ESOP transaction, i.e., ERISA, mergers and acquisitions, tax, commercial financing, estate planning and board counseling.

We know that understanding your business, and its competitive environment, is as important to a successful transaction as knowing the law, and our team keeps you, your business, and your objectives at the forefront when counseling clients on creating an ESOP and its ongoing operation. Through our experience and commitment to your business, we are also able to help you determine if an ESOP is best for you.

In addition to extensive experience with tax-qualified retirement and employee welfare benefit plans, we work with ESOP trustees, fiduciaries, sponsors and lenders on ESOPs and the use of ESOPs as tools of business planning and succession.

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

Chambers USA Band 2 Ranking in Employee Benefits & Executive Compensation (Ohio)

Calfee's Employee Benefits and Executive Compensation group is consistently recognized by Chambers USA. Most recently, in Chambers USA 2020, Calfee was ranked in Band 2 for Ohio. Chambers USA 2020 commentators note that the practice is known as a "respected group that works with a range of clients, including nonprofit organizations, public entities and private corporations. Noted capabilities in ESOPs, ERISA litigation and M&A-related issues. They are well equipped to advise clients on compliance with both government regulations and fiduciary rules."

One client commented that "they're trusted partners who are fantastic and cost effective and their guidance is always top-tier, on point, calculated and strategic." Another commentator stated, "their strength is their knowledge of ERISA, employee benefits and our plans; they always make time for our team, no matter how much we throw at them, they always get it done."

Practice Chair, Robert A. Miller, was ranked in Chambers USA 2020 in Band 2. Chambers noted the following client feedback: "Robert Miller is very knowledgeable and helpful in identifying solutions to complex problems. He always makes himself available and is thorough in all his work."

Steven W. Day, Partner, was ranked in Band 3 in the Chambers USA 2020 Guide. He is noted as an attorney who "works the timelines very well, gets us good work product, and meets my expectations every time."

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)
  • Litigation - ERISA (National Tier 2, Metropolitan Tier 1 Cleveland) and Employee Benefits (ERISA) Law (National Tier 3, Metropolitan Tier 1 Cleveland).
  • 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

  • A team consisting of attorneys from Calfee's Corporate and Finance, Employee Benefits, Tax, Labor and Employment, and Capital Markets and Public Reporting practice groups represented a client in the financial industry in forming a 100% S corporation ESOP, in a complex transaction involving the redemption of 100% of the outstanding equity, the sale of shares to the ESOP and the subsequent issuance of purchase warrants.
  • Using a team of Corporate and Finance, Employee Benefits, and Tax lawyers, Calfee represented a client in the software industry in converting an LLC into a corporation and forming a 100% S corporation ESOP in a transaction utilizing interest rate replacement warrants.
  • Calfee’s Corporate and Finance lawyers represented a commercial lender funding a first priority secured loan used to fund the creation of an ESOP.

Services

Services

Calfee's provides the following ESOP services to clients:

  • Alternative equity transfer techniques
  • Analysis of stock redemption issues
  • Assistance in obtaining appraisals and financing
  • Corporate governance and equity issues
  • S corporation ESOPs
  • Entity and transaction structuring
  • ESOP feasibility studies
  • Executive benefits structuring and modeling
  • M&A due diligence
  • Succession planning and executive compensation studies
  • Tax structuring and planning/preparation
  • Counseling lenders in ESOP transactions

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 2020

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