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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: North

For more than a decade, Calfee has been ranked for Corporate/M&A - Ohio: North by Chambers USA; most recently, Calfee was ranked in Band 2 in 2021.

Chambers USA commentators noted 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, 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. [Calfee also] offers notable capital markets expertise, with particular strengths in acting for underwriters." 

A source interviewed by Chambers USA researchers in 2021 said, "They consistently bring strong talent to any situation, operate in a seamless manner and remain calm even under stressful circumstances." Chambers USA also mentioned "A client appreciates the team's 'business-oriented, practical approach.'"

Calfee Firm Chairman, Douglas A. Neary, was ranked by Chambers USA 2021 as an Eminent Practitioner in Corporate/M&A - Ohio: North. Chambers USA commentators noted, "[Doug] 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." A client attested, "He brings an even-keeled approach and great judgment to bear in matters. He has tremendous people skills and is extremely responsive." Another client said, "He's a smart, sensible attorney with broad corporate experience."

Firm Administrative Partner, Arthur C. Hall III, was ranked by Chambers USA 2021 in Band 3 in Corporate/M&A - Ohio: North. Chambers USA researchers noted, "[Art] is particularly well versed in advising public companies and investors on financing issues and corporate governance matters." A client interviewed by Chambers USA researchers mentioned, "He's a no-nonsense corporate lawyer who is candid and transparent about his client's position and tries to facilitate the transaction." Another client reported, "He's responsive, practical and on point in his advice and work."

Calfee's Senior Chairman, Thomas F. McKee, was ranked by Chambers USA 2021 as a Senior Statesperson in Corporate/M&A - Ohio: North. Chambers USA researchers commented, "[Tom] is considered a trusted adviser to corporate clients on transactional and governance-related issues, most notably on capital markets work. He currently serves as the firm's senior chairman." A client of Tom's was quoted saying, "He's an excellent, well-known corporate adviser with a wealth of experience." Another client remarked, "He has a sterling silver reputation for his experience acting for companies of all sizes."

Partner John J. Jenkins was ranked by Chambers USA 2021 in Band 2 in Corporate/M&A - Ohio: North. Chambers USA researchers stated, "[John] focuses on advising on capital markets matters and M&A, acting for a broad range of businesses, issuers and underwriters." A client interviewed by Chambers USA researchers mentioned, "He takes complicated rules and regulations and makes them simple for clients." An additional client noted, "He's a knowledgeable, respected securities and corporate governance lawyer."

Partner Terrence F. Doyle was ranked by Chambers USA 2021 in Band 4 in Corporate/M&A - Ohio: North. Chambers USA researchers remarked, "[Terry] is held in particularly high regard for his abilities in advising private equity investors on transactional matters, alongside broader corporate work for portfolio companies." A client of Terry's interviewed by Chambers USA researchers commented, "[Terry] is creative, detail-oriented and has a good business mind."

Partner and Corporate and Finance practice Co-Chair, Jennifer L. Vergilii, was ranked by Chambers USA 2021 in Band 4 in Corporate/M&A - Ohio: North. Chambers USA researchers noted, "[Jenn's] clients regularly call upon her to handle a broad array of M&A and capital markets transactions." A client interviewed by Chambers USA remarked, "She's a pragmatic corporate and transactional lawyer who understands what the important issues are." Another client responded, "She is responsive, effortlessly works on issues and has cross-border contacts to assist with matters."

Partner and Corporate and Finance practice Co-Chair, Thomas M. Welsh, was ranked by Chambers USA 2021 in Band 4 in Corporate/M&A - Ohio: North. A client interviewed by Chambers USA researchers remarked, "[Tom's] strengths include critical thinking, understanding the market, attention to detail and timely communication."

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, Calfee was ranked in 2021 in Band 2 for Employee Benefits & Executive Compensation.

Chambers USA researchers stated the team is 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. Well equipped to advise clients on compliance with fiduciary rules and other regulations." A client interviewed by Chambers USA researchers commented, "[My company] is extremely satisfied with the work [Calfee] has done for us. They are thorough, creative and responsive." Another source reported, "I have been impressed by the team and have strong confidence in its work and capabilities. I value responsiveness, and they have delivered that on a consistent basis. They display very strong knowledge of the matters in which I have involved them." One interviewee highlighted the practice's "strong knowledge of benefit plans and amazing ability to link things together."

In the Chambers USA 2020 guide, 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."

Employee Benefits and Executive Compensation practice Chair, Robert A. Miller, was ranked by Chambers USA 2021 in Band 2. A client interviewed by Chambers USA researchers relayed, "[Bob] is very knowledgeable and provides practical advice." In the Chambers USA 2020 guide, a commentator noted, "[He] is very knowledgeable and helpful in identifying solutions to complex problems. He always makes himself available and is thorough in all his work."

Partner Steven W. Day was ranked by Chambers USA 2021 in Band 3. A client interviewed by Chambers USA researchers appreciates Steve's "level of performance, advice, diligence and historical knowledge of our plans." 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."

Researcher comments from the Chambers USA 2021 Guide

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