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."
Chambers USA
Overview
At Calfee, our ESOP 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, our ESOP lawyers 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 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 3 in Ohio: South and Central (2025).
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 2025 "Best Law Firms" rankings in the following areas:
- Corporate Law (National Tier 1, Regional Tier 1 Cleveland, Regional Tier 1 Columbus, Regional Tier 1 Cincinnati)
- Employee Benefits (ERISA) Law (Regional Tier 1 Cleveland)
- Tax Law (Regional Tier 1 Cleveland)
Professionals
Professionals
Experience
Experience
- Served as sole corporate and ESOP counsel to a national trustee for ESOP companies headquartered in Southeastern U.S., advising the client in evaluating and negotiating all aspects of serving as trustee in a transaction in which a holding company for 25 direct and indirect subsidiaries would sponsor an ESOP and become a 100% ESOP-owned company, including the pre-closing reorganization of existing holding and operating companies, special environmental indemnities, the purchase and sale agreement, tax planning and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholders and designing deferred compensation plans for the executive employees. (2024)
- Served as special ESOP counsel and corporate counsel to its client, a national marketing company headquartered in Florida; advised the client on all aspects of planning for and implementing the terms of a sale of all of the company’s outstanding equity to a newly formed Employee Stock Ownership Plan, including negotiating the termination of an existing phantom stock plan and the redemption of certain outstanding equity, designing the ESOP, negotiating the terms of the sale of the company’s equity to the ESOP, designing and implementing ongoing incentive deferred compensation for different classes of employees, and securing and negotiating bank financing. (2024)
- Served as sole corporate and ESOP counsel to a national trustee for ESOP companies headquartered in Southeastern U.S., advising the client in evaluating and negotiating all aspects of serving as trustee in a transaction in which a worldwide leader in product packaging would sponsor an ESOP and become a 100% ESOP-owned company, including the pre-closing reorganization, the purchase and sale agreement, tax planning and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholders and designing deferred compensation plans for the executive employees. (2024)
- Served as special ESOP counsel and sole corporate counsel to a national California-based company and its sole equity holder. Calfee advised the client on all aspects of planning for and implementing the terms of a sale of all of the company’s outstanding equity to a newly formed Employee Stock Ownership Plan, including, designing the ESOP, negotiating the terms of the sale of the company’s equity to the ESOP, reorganizing the client company prior to the sale to maximize the tax benefits for the equity holder, designing and implementing ongoing incentive deferred compensation for different classes of employees, and securing and negotiating bank financing. The 2023 transaction represented a successful exit for the founder and enabled the company to maintain its culture and provide long-term benefits to its employees.
- Served as sole corporate and ESOP legal counsel to a national ESOP trust company. Calfee advised the client in evaluating and negotiating all aspects of serving as trustee in a 2023 transaction in which an industrial distributor operating company would sponsor an ESOP and become a 100% ESOP-owned company, including the purchase and sale agreement, tax planning, and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholder and designing deferred compensation plans for the executive employees. The transaction was important to the selling stockholder because it enabled the company to maintain its culture, provide additional long-term benefits to its employees, and complete estate planning for themselves.
- Served as special ESOP and corporate legal counsel to a privately held Ohio corporation and its shareholders. Calfee advised the client and its wholly owned subsidiaries on all aspects of planning for and implementing the terms of a 2023 sale of all of the company’s outstanding equity to a newly formed Employee Stock Ownership Plan, including reorganizing the consolidated group of companies, designing the ESOP, negotiating the terms of the sale of the client equity to the ESOP, designing and implementing ongoing incentive deferred compensation for different classes of employees and securing and negotiating bank financing. The transaction was important to the selling shareholders because it enabled the client company and its subsidiaries to maintain their culture, provide additional long-term benefits to their employees, and do estate planning for themselves.
- 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.
- Represented a commercial lender funding a first-priority secured loan used to fund the creation of an ESOP.
Services
Services
Calfee 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
News
Events
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