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Overview

Calfee’s broad M&A practice includes a wealth of experience advising public companies and their boards in connection with mergers, acquisitions and other strategic transactions. In addition to representing public company buyers and sellers, we also have extensive experience advising boards on shareholder activism, takeover preparedness, fiduciary duties, and SEC and stock exchange requirements.

Our lawyers have been involved in counseling all of the various parties involved in takeover proposals (bidders, targets, special committees, lenders, intervening bidders, financial advisors, etc.), so we understand the perspectives of all of the players involved. Traditional counseling in this area is carefully balanced against the various fiduciary duty, corporate governance and investor relations perspectives, including for example the impact and likely response by institutional shareholder groups (including ISS) to certain strategies or protective measures.

Our experience representing public company buyers and sellers, as well as their financial advisors, has provided us with the expertise needed to help clients successfully navigate the complexities of public company mergers and acquisitions. We have represented public companies in M&A transactions ranging in size from less than $5 million to more than $3 billion.

We are also well equipped to provide assistance in preparing for shareholder activism and responding to activist campaigns (including proxy contests), fashioning appropriate responses to unsolicited proposals and to help prepare for a wide-range of potential outcomes in the event that the client ultimately determines to pursue a strategic transaction.

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 Firms” Rankings

Calfee was selected for inclusion in the 2020 "Best Law Firms" rankings by U.S. News – Best Lawyers in the following areas:

  • Corporate Law (National Tier 2 and Metropolitan Tier 1 Cleveland and Columbus)
  • Venture Capital Law (National Tier 2 and Metropolitan Tier 1 Cleveland)
  • Mergers & Acquisitions Law (National Tier 3 and Metropolitan Tier 2 Cleveland and Columbus) 
  • Securities/Capital Markets Law (National Tier 3 and Metropolitan Tier 1 Cleveland)
  • Securities Regulation (National Tier 2 and Metropolitan Tier 1 Cleveland)
  • Corporate Compliance Law (Metropolitan Tier 2 Cleveland)
  • Corporate Governance Law (Metropolitan Tier 2 Cleveland)
  • Tax Law (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 from 2019-2020 in the areas of Capital Markets (Recommended – Ohio) and M&A (Tier 2 – Ohio).

Clients responding to the IFLR1000 2019 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."

Professionals

Experience

Experience

  • J. M. Smucker/Big Heart Pet Brands (Ohio counsel to buyer)
  • American Financial Group/National Interstate (Ohio counsel to buyer)
  • Alcoa/ RTI International Metals (Ohio counsel to buyer)
  • Farmers Banc Corp/National Bancshares (represented target)
  • Northwest Bancshares/LNB Bancorp (represented target)
  • WMK/Hasco Medical (represented buyer)
  • LNB Bancorp/Morgan Bank (represented buyer)
  • Mill Road Capital/R.G. Barry (Ohio counsel to buyer)
  • AirNet Systems/affiliate of Bayside Capital (Ohio counsel for buyer)
  • J. M. Smucker/Folgers (represented buyer)
  • Evraz Group/Claymont Steel Holdings (represented financial advisor to target)
  • North Coast Energy/EXCO Resources (represented target)
  • OfficeMax/Boise Cascade (represented financial advisor for target)
  • Reynolds and Reynolds/Universal Computer Systems (Ohio counsel for target)
  • Seaway Food Towns/Spartan Stores (represented target)

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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