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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 Ranking

Calfee has been selected for inclusion in the 2018 Chambers USA "Leading Lawyers" for Corporate/M&A (Ohio Band 2). According to a recent edition of Chambers USA, Calfee’s M&A is known for being an "Impressive 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. Also offers notable capital markets expertise, with particular strengths in acting for underwriters."

In survey responses and interviews with Chambers researchers, Calfee clients noted the following about the M&A Group:

  • "It's a high level of knowledge and sophistication, and they offer excellent client service and attention to detail."
  • "They provide big-league legal service at medium market rates. It's good value for our money and, more importantly, they are trusted advisors."

U.S.News – Best Lawyers "Best Law Firm" Rankings

Calfee was selected for inclusion in the 2019 "Best Law Firms" rankings by U.S.News –Best Lawyers in America in the following areas:

  • Corporate Law (National Tier 1 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 3 and Metropolitan Tier 1 Cleveland)
  • Corporate Compliance Law (Metropolitan Tier 2 Cleveland)
  • Corporate Governance Law (Metropolitan Tier 2 Cleveland)
  • Tax Law (Metropolitan Tier 2 Cleveland)

IFLR1000 Elite DealMakers Rankings

Calfee was ranked in the IFLR1000 United States Guide to USA's Leading Financial & Corporate Law Firms "Elite Dealmakers" 2018 in the areas of Capital Markets (Recommended) and Corporate and M&A (Tier 2).

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."

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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"They provide big-league legal service at medium market rates. It's good value for our money and, more importantly, they are trusted advisors."

Calfee client as quoted to Chambers USA researcher (2018)

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