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Overview

Calfee’s Public Reporting and Corporate Governance practice offers a full range of corporate governance, Securities and Exchange Commission reporting and compliance, and capital markets services.

We have a wealth of experience representing public companies, including NYSE and NASDAQ-listed issuers, as well as a strong history, unique in our region, of representing financial services providers such as banks, investment banks, broker-dealers and investment advisers with respect to capital markets and securities and regulatory compliance matters.

Members of the Public Reporting and Corporate Governance practice assist clients with public and private offerings of securities, regulatory compliance and reporting, proxy solicitations and proxy fights, takeover preparedness, tender offers and securities litigation before the Securities and Exchange Commission, self-regulatory organizations, and federal and state courts. 

We actively participate in the preparation and review of the various Exchange Act reports and related SEC filings of many of our public company clients (Forms 3, 4, 5, 10-K, 10-Q, 8-K, proxy statements, etc.). We regularly advise the SEC reporting managers, executive officers and boards of directors of our clients regarding their SEC filing and public disclosure obligations and assist them with preparing disclosure appropriate for their profile and circumstances. In advising on these matters, we pride ourselves on being thoughtful, thorough yet efficient, practical and, extremely responsive, particularly because time is often of the essence. 

Given our group’s broad experience with the securities regulatory framework, members of the practice also have represented targets of SEC, SRO and stock exchange investigations and enforcement proceedings and have served as counsel to corporations and board committees conducting internal investigations involving allegations of misconduct.

Our lawyers counsel clients on a wide variety of corporate governance matters, ranging from fundamental board and committee planning to fulfilling the detailed requirements of SEC and stock exchange corporate governance rules and new legislative developments, such as the Dodd-Frank Act. In addition, we have considerable experience with executive, director and equity compensation arrangements, Institutional Shareholder Services (ISS) and Glass Lewis standards and many other SEC, PCAOB, and stock exchange matters impacting public company governance. We often assist clients, both public and private, in the delicate balancing of corporate authorization and responsibility between and among management, boards and shareholder/owners and help to tailor customized governance structures designed to work best for each particularized situation.

Our Public Reporting and Corporate Governance lawyers have extensive experience in advising public company directors on their evolving fiduciary duties in takeover settings and in working with financial advisers to assist in designing and implementing any one or more of the myriad of responses that might be appropriate in considering whether to pursue a potential sale transaction or to protect the long-term interests of a corporate client in the face of an unwanted solicitation.

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

Representative Clients

Representative Clients

A representative list of Public Reporting and Corporate Governance clients include the following:

  • Chart Industries, Inc. (public company representation)
  • Covia Corporation (public company representation)
  • FirstEnergy Corp. (executive compensation and select public company representation)
  • The Gorman-Rupp Company (public company representation)
  • Invacare Corporation (public company representation)
  • The J. M. Smucker Company (public company representation)
  • KeyCorp (select public company representation)
  • Lincoln Electric Holdings, Inc. (select public company representation)
  • Old National Bancorp (public company representation)
  • Park-Ohio Holdings, Inc. (select public company representation)
  • RPM International Inc. (public company representation)

Beyond the Practice

Beyond the Practice

Members of the Public Reporting and Corporate Governance practice routinely present at various seminars, as well regularly publish articles on various M&A, securities and corporate governance topics. The practice group counts among its partners a former adjunct law professor on M&A at The Cleveland State University School of Law and member of the Board of Advisors and Editor of Corporate Counsel.net (John J. Jenkins) and KPMG Audit Committee Institute Symposium Co-Chair (Douglas A. Neary).

News & Events

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Practice Contacts

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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