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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'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 Firm" Rankings

Calfee was selected for inclusion in the 2020 "Best Law Firms" rankings by U.S. News - Best Lawyers in America in several Corporate practice areas. 

Professionals

Experience

Experience

  • A team consisting of attorneys from Calfee's Corporate and Capital Markets, Employee Benefits, Tax, Labor and Employment, and Capital Markets/Securities Transactions 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 Capital Markets, 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 Commercial Banking and Financing and Corporate and Capital Markets 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 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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