Gwen Gillespie Herman

A significant portion of Gwen’s practice includes counseling privately held and publicly held businesses in a wide variety of industries through mergers, acquisitions, divestitures, and restructurings. Gwen also provides counsel to entrepreneurs and early stage businesses on structure, formation, and debt and equity placements. In these roles, Gwen guides clients through transformational transactions by understanding the client’s legal – and business – goals and providing creative solutions when potential roadblocks arise.

In addition, Gwen serves as Leader of the firm's Commercial Contracts group. She provides day-to-day general corporate counseling to clients with a focus on providing practical, right-sized risk assessment and mitigation recommendations that are particular to the client and its business. Gwen has developed extensive experience in drafting and negotiating a broad range of commercial contracts, including general terms and conditions of sale and purchase, supply agreements, distribution agreements, and confidentiality/non-disclosure agreements. Further, Gwen also advises clients on internal contracting best practices and contract risk mitigation techniques.

She has been selected for inclusion to Ohio Rising Stars list by Ohio Super Lawyers.

Gwen is a member in the Cleveland Metropolitan Bar Association.

Gwen received her J.D. from Case Western Reserve University School of Law where she was Executive Editor of the Journal of International Law. She received her B.A., with honors, from Trinity College.

She joined Calfee in 2010 and was elected Partner in 2019.

Honors & Recognitions

• Ohio Super Lawyers, Ohio Rising Stars (2018, 2021-2022)

Education

J.D., Case Western Reserve University School of Law, Executive Editor, Journal of International Law, 2009

B.A., with honors, Phi Beta Kappa, Trinity College, 2004

Experience

Gwen’s representative experience includes advising:

• CW Industrial Partners LLC (formerly CapitalWorks, LLC) in numerous acquisitions and divestures
• MCM Capital Partners, a private equity firm focused on acquiring niche manufacturers, value added distributors and specialty service companies, in several acquisitions
• Kirtland Capital Partners, in its sale of SmartSource Rentals, a provider of audiovisual and other hardware to the entertainment and convention industries, in connection with the sale to ABCOMRENTS
• Linsalata Capital Partners and its portfolio companies in numerous transactions, including its acquisition of Whitcraft, a provider of engineering and manufacturing services for the aerospace industry; its acquisition and sale of NeuroTherm, Inc., a leading developer, manufacturer of products used primarily on the field of interventional pain management; and its sale of Diversco, a provider of temporary staffing services.
• Clearstead Advisors, LLC, an investment advisory firm for institutions and high net worth individuals, in connection with a minority equity investment by Rosemont Partners
• Courtland Partners, Ltd, a real estate investment advisory company in its sale to StepStone Group Real Estate LP
• Prominent local family office client with respect to the legal aspects of co-investment opportunities and in the formation of multiple equity co-investment vehicles.
• RPM International in the drafting and negotiation of confidentiality/non-disclosure agreements related to potential business transaction and supply agreements
• Nestlé USA, Inc. in the drafting of a wide variety of commercial agreements related to all facets of its business operations
• Nespresso USA, Inc. in the structuring, drafting, and negotiation of various commercial agreements
• Cardinal Health (NYSE: CAH) and its affiliates in several acquisitions, including:
  • the purchase of the stock of the developer and manufacturer of a coated anti-microbial adhesive on polyethylene materials
  • the purchase of substantially all of the assets of a supplier and distributor of pharmaceutical critical care and fractionated blood products.

Professional & Community

• Fostering Hope, Vice President and Board Member
• Cleveland Leadership Center Bridge Builders Class of 2018
• Cleveland Metropolitan Bar Association, Member