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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 also are 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: 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 Banking & Finance (Ohio)

Calfee's Corporate and Finance practice was ranked by Chambers USA in Band 2 for Banking & Finance in Ohio in 2021. Chambers USA researchers noted that Calfee's banking and finance practice is "Esteemed for its experience in advising major financial institutions and corporate borrowers across a host of banking and finance-related issues, with particular expertise in the manufacturing and industrial sectors. Areas of significant strength include financing corporate transactions, capital markets work, bankruptcy and workout matters and counseling on regulatory compliance."

A client interviewed by Chambers USA researchers relayed, "The banking and finance team has a strong reputation locally and always has their fingers on the pulse of the local transaction community and business leaders." A source added that the practice is "a technically proficient team of tireless workers and strong negotiators." Another source remarked, "Their strengths are their responsiveness and ability to address business issues."

Partner and Co-Chair of Calfee's Corporate and Finance practice, Karl S. Beus, was ranked by Chambers USA 2021 in Band 2 for Banking & Finance in Ohio. A client interviewed by Chambers USA researchers mentioned, "[Karl is] knowledgeable on the subject matter of credit facilities and has a good working relationship with banks." Another client said, "He's a pragmatic deal-maker who always gets to the desired outcome for his clients and is available when needed."

Partner in the Corporate and Finance practice group and a leader of the Private Equity practice, Ann Z. Seger, was ranked by Chambers USA 2021 as an "Up & Coming" attorney in Banking & Finance in Ohio. A client interviewed by Chambers USA researchers noted, "[Ann] is detail-oriented, incredibly responsive and always happy to help regardless of time of day." Another source remarked, "She's proactive, understands and explains market terms well and provides quality recommendations."

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)
  • 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

  • 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

News

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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...financing corporate transactions, capital markets work, bankruptcy and workout matters and counseling on regulatory compliance."

Researcher comments from the Chambers USA 2021 Guide

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