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Overview

Calfee’s Private Equity team takes a committed, strategic approach to each of its clients and is dedicated to supporting their business goals.

Our private equity attorneys represent sponsors, investors, and portfolio companies at each stage of the private equity process. We have focused on transactional work for clients within this arena for more than 100 years, and over the past decade, we have helped clients invest and realize billions of dollars.

With more than 30 private equity professionals – comprised of corporate, securities, tax, and employee benefits attorneys – we are dedicated to getting the deal done while remaining responsive, creative, and efficient in negotiating and closing transactions for our clients.

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 2 in Ohio: North and Band 3 in Ohio: South and Central and in Band 2 in Banking & Finance in Ohio (2024).

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. They consistently bring strong talent to any situation, operate in a seamless manner, and remain calm even under stressful circumstances. Clients appreciate the team's business-oriented, practical approach."

Best Lawyers® “Best Law Firms” Rankings

Calfee was selected for inclusion in the 2024 "Best Law Firms" rankings in the following areas:

  • Banking and Finance Law (National Tier 3, Regional Tier 1 Cleveland)
  • Commercial Finance Law (Regional Tier 1 Cleveland)
  • Corporate Compliance Law (Regional Tier 2 Cleveland)
  • Corporate Governance Law (Regional Tier 1 Cleveland)
  • Corporate Law (National Tier 2, Regional Tier 1 Cleveland, Regional Tier 1 Columbus, Regional Tier 2 Cincinnati)
  • Leveraged Buyouts and Private Equity Law (National Tier 3, Regional Tier 2 Cleveland)
  • Mergers & Acquisitions Law (National Tier 2, Regional Tier 1 Cleveland, Regional Tier 1 Columbus) 
  • Tax Law (Regional Tier 1 Cleveland)
  • Venture Capital Law (National Tier 2, Regional Tier 1 Cleveland)

IFLR1000, 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 2023:

  • Banking a Notable Law Firm – United States and in Tier 1 Ohio
  • Capital Markets as a Recommended Law Firm – Ohio)
  • M&A in Tier 2 – Ohio

Professionals

Professionals

Karl S. Beus
Co-Chair, Corporate and Finance
Laura E. Burg
Compliance Operations & Risk Consultant
Gus  Kallergis
Co-Chair, Business Restructuring and Insolvency
John J. McGuire
Co-Chair, Corporate and Finance
Robert A. Miller
Chair, Employee Benefits and Executive Compensation
Todd F. Palmer
Co-Chair, Labor and Employment
Todd  Tucker
Partner; Director of International Business

Experience

Experience

  • Serving as sole corporate legal counsel to a private holding company and its stockholders in a complex transaction providing liquidity for the client while maintaining their majority ownership interest in their operating companies. The ongoing transaction involves a wholly owned subsidiary of a publicly traded Canadian private equity firm investing multi-million dollars in a wholly owned subsidiary of Calfee's client company for a combination of preferred and common equity.
  • Served as exclusive legal counsel to a national marketing agency and counsel to a Midwestern U.S. private equity firm in the 2023 acquisition of all of the equity interests of the marketing agency.
  • Served as lead and sole legal counsel to an electrical distribution company based in Ohio in the company's acquisition by a portfolio company of a Midwestern private equity firm with $1+ billion in investments. This transaction involved complicated structuring, including an F reorganization and post-closing employment and real property agreements.
  • Assisted a founder-controlled private company, which has a significant number of shareholders, with a 2023 sophisticated private equity, leveraged purchase, and recapitalization transaction resulting in the selling shareholders receiving significant cash and New Co. securities representing the combined businesses of the private equity buyer’s platform company and the target company. The project entailed very complex negotiations, documentation, and protections regarding the significant ownership stake that the founder and other selling shareholders retained, including redemption rights, governance rights, and protections, put rights, pre-emptive rights, and a sophisticated, multi-step tax efficient structure for the original transaction as well as any subsequent transaction.
  • Served as M&A counsel to a private equity firm client managing $1+ billion in committed capital, in its acquisition of a security services provider. The $100+ million transaction closed in 2023 and involved a competitive process that closed in less than a month from the term sheet signing.
  • Served as sole corporate counsel to a biotechnology company and its equity holders. Calfee advised the client with reorganizing the company in connection with the 2023 sale of all of the company’s outstanding equity to a California-based biotechnology platform company sponsored by a Midwestern private equity firm with multi-billions of dollars in AUM. The transaction represented a successful exit for the founders and provided the opportunity to further develop and utilize the company's technology in various drug treatments.
  • Acted as corporate counsel to a West Coast design-build multifamily residential construction subcontractor in connection with the 2023 sale of the Company to a middle-market private equity firm based in the East Coast with $2+ billion in assets under management.
  • Served as lead and sole legal counsel to a manufacturing portfolio company of a private equity firm in its 2023 acquisition of a woman-owned, California-based manufacturing business.
  • Acted as corporate counsel to a leading company in the aftermarket automotive parts space in connection with the 2022 sale of the Company to a middle-market private equity firm with $3 billion+ in assets under management.
  • Served as sole corporate legal counsel to a services company and its equity holders. Calfee advised the client with the 2022 sale of substantially all of its assets to a platform company of a middle-market-focused private equity team of a global financial services firm for a combination of a multi-million-dollar cash payment at closing, a rollover of significant company value for limited partnership interests in the ultimate parent entity of the platform company, and a potential multi-million-dollar earnout. In addition, Calfee assisted the equity holders in negotiating new employment agreements with the platform company. The transaction represented a successful exit of a business the founders started a decade earlier and an opportunity to participate in the future success of the platform company and its parent entity.

Services

Services

The implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) has been followed closely by our Private Equity group. The challenges presented by Dodd-Frank affect a range of private equity activities both from the fund formation and investor perspectives, and we are focused on counseling our clients in the new regulatory environment.

Fund Formation

Calfee lawyers have represented sponsors and investors in a wide variety of closed-end and open-end funds, ranging in size from less than $10 million to more than $425 million in committed capital, including buyout, venture capital, mezzanine, special-purpose, and hedge funds, as well as funds-of-funds. We also counsel clients in fund restructurings, including spin-offs of pooled investment vehicles to independent ownership.

Representing sponsors and investors provides us with an in-depth understanding of private equity from a variety of perspectives. In addition, because we frequently continue to represent funds after they have been formed, we are sensitive to the problems that can arise over the life of funds.

Using a team approach, our corporate lawyers work closely with our tax, ERISA, and securities lawyers, among others, to structure funds in the most efficient manner from a tax and operational point of view.

Structuring the Deal

Calfee also has extensive experience in structuring the sponsor’s internal management “deal.” This experience allows us to tailor the fund’s internal management to the sponsor’s objectives and to deal in advance with estate planning, control, distribution, separation, co-investing, and other issues that may arise over the life of a fund management company.

In addition, we have devoted substantial resources to creating complex, “carried interest” sharing arrangements among the principals and investment professionals of a fund.

Representing Lead Investors

Calfee also represents lead investors in private equity funds, including corporate pension plans, institutional investors, and state retirement systems. As a result of these representations, we are poised to address the economic and regulatory issues of a wide range of investors.

Our fund formation work, coupled with our investor representations, allows us to review and analyze a significant number of funds from every perspective, allowing us to provide well-rounded, multi-dimensional advice to our clients.

Making and Exiting Portfolio Investments

Leveraged Buyouts

Calfee has been involved in the leveraged buyout industry for the better part of a century and has been at the forefront of its dramatic expansion. We have formed leveraged buyout funds and closed hundreds of leveraged acquisitions and divestitures. In the process, we have developed tax and corporate transaction structures and techniques and have obtained an extensive understanding of the market terms and conditions.

Calfee takes a business-oriented approach to leveraged buyouts. Our lawyers must understand the business being acquired and must focus on the client’s economic and operational objectives. Our involvement typically begins at the early stage, advising on critical legal issues and assisting in structuring the proposal in the most efficient manner from a business, tax, and risk-allocation perspective (often in a very competitive auction environment). We also focus on our private equity clients’ needs to provide competitive and cost-effective management equity and incentive programs to their portfolio companies, consistent with their accounting objectives.

Our clients also turn to us for our strength in structuring and negotiating the various layers of senior and subordinated debt and equity financing in connection with a leveraged buyout. Typically, when we represent the deal sponsor, we also represent the target or portfolio company in structuring and negotiating the required financing. In transactions where we do not represent the deal sponsor, we frequently represent senior lenders, mezzanine lenders, or providers of equity capital and are familiar with the structures and deal terms used to protect their interests.

Venture Capital

Venture capital is another vital area in which Calfee is seasoned and able to add value for clients. We provide a full range of legal services to the VC community and understand the process for negotiating and structuring venture investments. We believe that a close understanding of the economics and business realities of each deal is critical to efficient deal management and effective representation. The balance between obtaining appropriate terms and cultivating quality, long-term relationships with a fund’s portfolio companies is key.

Our intellectual property practice of more than 35 attorneys along with our information technology and health and long-term care practices provide insight into the industries in which venture capital funds typically invest. We understand the potential benefits and risks associated with investing in these areas.

After assisting a venture capital client with its investments, we continue to add value by supporting and advising the fund in its ongoing relationships with its portfolio companies – facilitating the development of exit strategies, negotiating and structuring follow-on investments, and advising on board representation matters.

Representative Clients

Representative Clients

Calfee's Private Equity team has formed funds for a variety of clients, including the following:

  • Align Capital Partners
  • Austin Capital Partners
  • BluePoint Capital Partners
  • Bridge Industries
  • Canal Capital Partners
  • Cornerstone Capital
  • CW Industrial Partners
  • Early Stage Partners
  • Evolution Capital Partners
  • Excurro Capital
  • Gates Group Capital Partners
  • Kirtland Capital Partners
  • Linsalata Capital Partners
  • Mavenhill Capital
  • MCM Capital Partners
  • Watervale Equity Partners
  • Western Reserve Partners LLC

News & Events

News

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Practice Contacts

"Everything they did seemed a level above all my prior dealings with other law firms."

Calfee client quote, IFLR1000 

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