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Overview

Calfee’s team of more than 40 dedicated mergers and acquisitions attorneys provides practical legal guidance to clients to assist them in navigating through a purchase, sale, or other business transaction.

With a strong foothold in the regional middle market, we represent both privately held and publicly traded companies, private equity funds, family owned businesses, and private entrepreneurs, among other types of clients.

Calfee handles transactions of all sizes, and the team typically completes 60-75 M&A transactions annually ranging in value from $500,000 to more than $3 billion. We know how to staff transactions and use resources in a cost-effective manner and how to add value with our competitive rates. Whether a deal involves a relatively straightforward asset purchase of a single facility business, or a multi-entity, multi-jurisdictional transaction for a publicly held conglomerate, we have the necessary experience to get it done.

We understand that each transaction is unique. We have the resources to staff each deal with appropriate attorneys from other practice groups who have experience in areas such as Capital Markets and Public Reporting, Tax, Commercial and Business Litigation, Intellectual Property, Labor and Employment, Real Estate, Environmental, and Antitrust, to name just a few. Collaboration with these team members ensures that each transaction is efficiently managed, while adequately covering the myriad issues raised by any transaction.

Our M&A attorneys focus on understanding the business motivations underlying each transaction. We help our clients identify the best transaction structure, devise strategies to mitigate risk and overcome obstacles, and negotiate reasonable protections in light of the size and complexity of the deal.

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 (2023). 

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." 

Clients interviewed by Chambers USA said, "Calfee consistently brings strong talent to any situation, operates in a seamless manner, and remains 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:

  • Closely Held Companies and Family Businesses Law (Regional Tier 2 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) 

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 for M&A and ranked in Ohio Tier 2.

  • Chambers USA 2023 A Firm Badge

Professionals

Professionals

Arthur C. Hall III
Arthur C. Hall III
Firm Administrative Partner; Partner-in-Charge, Cleveland
216.622.8667
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Gus Kallergis
Gus Kallergis
Co-Chair, Business Restructuring and Insolvency
216.622.8610
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John J. McGuire
John J. McGuire
Co-Chair, Corporate and Finance
216.622.8892
vCard

Experience

Experience

  • 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 in the 2023 sale of all of the equity of a leading privately held Ohio manufacturing company to a division of a publicly traded, multi-billion-dollar European company.
  • Served as legal counsel to a Western European steel products manufacturer and as lead legal counsel with respect to the sale of a joint venture U.S. company to a subsidiary of a Southeast European company. This 2023 transaction was valued at $100+ million.
  • Served as sole corporate legal counsel to a publicly traded, Fortune 1000 company and coordinated input from employment specialists on post-closing restrictive covenants in a matter involving the client's acquisitions of 100% of the outstanding equity interests of a privately held company located on the East Coast. In addition to negotiating the stock purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the 2023 transaction for Calfee’s client.
  • Represented an aviation company client in connection with its 2023 acquisition of a leading equipment manufacturing supplier to the aviation industry.
  • Served as M&A counsel for a privately owned construction company in its 2023 purchase of a Southeastern U.S.-based general contracting company, thereby expanding the client’s development and construction arm in the region.
  • Served as exclusive counsel to a multi-million-dollar multinational company in its 2022 and 2023 acquisitions of all of the equity interests of several cannabis testing businesses in the Midwest and Southwest U.S.
  • Served as exclusive counsel to an East Coast manufacturer and global supplier in its 2023 acquisition of substantially all of the assets of a privately held manufacturer located in the Western U.S.
  • 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 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.
  • 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 less than a month from the term sheet signing.
  • Served as lead and sole legal counsel to a tax, accounting, and consulting firm client in its acquisition of a minority interest in a wealth management firm. The 2023 transaction involved the creation of a registered RIA subsidiary for the client company to act as the acquirer in the transaction. In connection with the acquisition of the equity, a joint-venture operating agreement was negotiated.
  • Served as M&A counsel to a leading electronics supplier in its sale to a publicly traded Fortune 100 manufacturer in 2022. The transaction involved a complicated supply agreement that allowed the client company to receive additional proceeds post-closing based on the sale of millions of dollars of inventory the company had on hand at closing. Calfee also represented an affiliate of the client company in a sale-leaseback transaction that was closed simultaneously with the closing of the sale of the operating company.
  • Led a transaction involving the follow-on disposition of a business line for a leading electronics supplier. The client exited the business in 2022, but certain assets were excluded from that exit. The client desired a complete exit and wanted to sell the assets excluded from the prior deal. The transaction was valued at several million dollars plus ongoing royalty for a set period of time based on sales by the buyer.
  • Served as lead (and sole) legal counsel to a national consulting and advisory firm in its 2022 acquisition of an insurance network. This transaction included an equity offering that closed contemporaneously with the acquisition.
  • Served as lead legal counsel to a global CAD-content platform for engineering in its 2022 acquisition of a subsidiary of a publishing company and a provider of 3D software engineering services. This transaction included an unwinding of an existing commercial arrangement due to the acquisition and the entering into an extended partnership agreement post-acquisition and it involved multiple U.S. states and European countries.
  • Represented a privately held manufacturer in connection with the sale of the company to a subsidiary of a publicly traded, multi-billion-dollar Fortune 1000 company. The 2022 transaction was valued at $100+ million.
  • Served as M&A counsel for private company clients located on the West Coast in a 2022 add-on acquisition involving significant commercial contracts in Asia.
  • 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 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.
  • 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.
  • 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.
  • Represented a private equity fund in connection with the acquisition of the equity of a leading technology-enabled, specialty distributor of elastomer components.
  • Represented a U.S.-based manufacturer of sealants and coatings in multiple acquisitions, including:
    • The acquisition of the shares of capital stock of a leading manufacturer of trenchless pipe rehabilitation equipment. 
    • The acquisition of a leading manufacturer of edible coatings, stabilizers, and specialty ingredients.
    • The acquisition of a manufacturer of joint sealants for commercial construction and a business that markets and sells its products. 
  • Represented a global packaging supplier and its equity holders in connection with the sale of its membership interests to an affiliate of a large packaging supplier for $510 million.
  • Represented a business management consultancy in its acquisition by a business continuity software platform company. Calfee's deal team served as exclusive counsel for the seller and drafted and negotiated the purchase agreement, employment agreements, restrictive covenants agreements, and various other ancillary documents agreements.
  • Represented a buyout fund in the purchase of a wide range of platform and add-on businesses, generally ranging in value from $20 million – $150 million.
  • Represented the majority owners of a food manufacturing and distribution company in the redemption of minority interests for over $250 million.
  • Represented an insulation installation company in the acquisition of numerous regional installation businesses for between $3 million – $140 million.
  • Represented a publicly held manufacturing company in the acquisition of multiple businesses for purchase prices of $10 million – $100 million.
  • Represented a chemical company in the acquisition of various other chemical businesses for prices ranging from $10 million – $50 million.
  • Represented the owners of a steel fabrication company in the sale of a majority of its equity to a platform company of a buyout fund for $4 million.
  • Represented the owners of a gas distribution company in the sale of a majority of its equity to a buyout fund for approximately $20 million.
  • Represented a consumer products company controlled by a buyout fund in multiple add-on acquisitions ranging from $15 million – $25 million.
  • Represented a family held wire manufacturing and distribution business in a sale to its senior management for approximately $20 million.
  • Represented a newly formed buyout fund in the acquisition of multiple platform and add-on businesses ranging in value from $20 million – $50 million.
  • Represented a software company in the sale of its equity to a platform company of a buyout fund for $4 million.
  • Represented a publicly held food and beverage manufacturing company in the purchase and sale of various business units for values ranging from $10 million – $3.3 billion.
  • Represented a family owned manufacturing business in the acquisition of an operating division of a large publicly held company for approximately $90 million.
  • Represented an insurance advisory and brokerage firm in an ESOP transaction that resulted in a 100% employee-owned business.

Services

Services

Partnering With Clients

Our M&A attorneys guide clients through the process of structuring, documenting, negotiating, and closing acquisitions and sales of assets and stock, mergers, strategic alliances, and joint ventures. After closing, we advise clients on post-transaction integration matters. In the case of acquisitions, after closing, we often function as outside “general counsel” to the acquired business on day-to-day legal matters. 

Meeting Clients' Business Objectives

We work with our clients to negotiate a reasonable allocation between the transaction parties of liabilities and risks. We help our clients to make practical decisions that further their business goals.

We also counsel our clients on potential tax savings or deferral opportunities in structuring transactions.

Dedication to Client Service

Calfee’s M&A professionals are committed to delivering superior client service and partnering with our clients. We live by these five “golden rules” of client service:

  • Know the client and never lose sight of the client's objectives. 
  • Be creative in identifying solutions that enhance the client's success.
  • Be responsive and communicate with the client regularly.
  • Give proactive, practical advice to enable the client to make informed business decisions. 
  • Trust and respect the client in order to foster a strong, long-term relationship. 

Many of our M&A attorneys have previously served as in-house counsel, corporate board members, or advisory board members for companies. This collective experience has shaped our M&A attorneys’ perspective and provided valuable insight into the mindset of our clients.

Collaborative Teamwork

Our M&A attorneys approach engagements with a sense of teamwork – working together internally across multiple disciplines and working closely with our clients’ management and other internal and external advisors – to efficiently coordinate transactions and achieve optimal outcomes. Whether guidance is needed in environmental, employment, intellectual property, real estate, employee benefits, data security, tax planning, compliance, or any other legal area, we bring to the table the necessary expertise.

Industry Expertise

Industry Expertise

Calfee's M&A attorneys have significant experience representing clients in a wide range of sectors, including the following:

  • Banking
  • Biotechnology
  • Chemical
  • Construction
  • Consumer Products
  • Distribution
  • Energy
  • Entertainment and the Arts
  • Financial
  • Food and Beverage
  • Health Care and Life Sciences
  • Hospitality
  • Industrial and Manufacturing
  • Logistics
  • Mining and Utilities
  • Oil and Gas
  • Pharmaceutical
  • Real Estate
  • Retail
  • Software
  • Technology
  • Transportation, including Aviation and Trucking 

News & Events

News

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Practice Contacts

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. They also offer notable capital markets expertise, with particular strengths in acting for underwriters."

Researcher comments, Chambers USA

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