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Overview

John’s experience includes representing issuers and underwriters of debt and equity securities in more than 100 underwritten public and Rule 144A offerings; negotiation of mergers, stock and asset acquisitions and divestitures involving private and public companies; counseling directors on fiduciary obligations in connection with proposed change of control transactions and disclosure obligations under the federal securities laws; and counseling investment bankers in connection with mergers and acquisitions, fairness opinions, financings and other engagements.

He has represented targets of SEC, SRO and stock exchange investigations and enforcement proceedings and has served as counsel to corporations and board committees conducting internal investigations involving allegations of misconduct.

John has experience representing clients ranging in size from start-ups to Fortune 500 companies, and his practice has included representation of investment banks and other financial institutions, consumer products companies, multinational manufacturing businesses, software and technology companies and domestic and international oil and gas exploration and coal mining companies.

John is routinely recognized for his work in Corporate/M&A - Ohio: North by Chambers USA. In 2021, John was ranked in Band 2 for Corporate/M&A - Ohio: North. A client interviewed by Chambers USA researchers remarked, "He takes complicated rules and regulations and makes them simple for clients." Another client mentioned, "He's a knowledgeable, respected securities and corporate governance lawyer."

In 2020, Chambers USA researchers noted that John is "very well-regarded and has attained a great reputation for his corporate law practice. Clients describe him as 'very responsive, pragmatic and a technical expert.'"

John has been selected for inclusion in The Best Lawyers in America© for Corporate Law and Securities / Capital Markets Law (2008-2022). IFLR1000 ranked John as "Highly Regarded-Ohio" in the areas of Capital Markets: Debt and Capital Markets: Equity (2018-2021).

He has taught mergers and acquisitions law at Cleveland-Marshall College of Law and has been a guest lecturer at The Weatherhead School of Management, Case Western Reserve University.

John also has served as chairman of the Securities Law Section of the Cleveland Metropolitan Bar Association, and as a member of the Catholic Diocese of Cleveland Budget Committee, the Canisius College Board of Regents and the Board of Directors of the Western Reserve Historical Society.

In addition to his position with the firm, John serves as a Senior Editor for TheCorporateCounsel.net and DealLawyers.com, and edits The Corporate Counsel and Deal Lawyers print newsletters. He is a frequent speaker on securities and corporate law topics. He is the author of several books, including The Practical M&A Treatise and The In-House Accelerator, and more than 50 articles, which have appeared in publications such as The Business Lawyer, Business Law Today, The Corporate Governance Advisor, The Corporate Counsel and Deal Lawyers.

John began his tenure with Calfee in 1986 and was elected Partner in 1996.

Honors & Recognitions

  • Chambers USA, Corporate/M&A, Band 2 (2006-2021)
  • IFLR1000 – Guide to the World’s Leading Financial Law Firms, “Highly Regarded Attorney," Capital Markets: Debt and Capital Markets: Equity (2019-2022)
  • IFLR1000 Elite Dealmaker, Capital Markets: Debt and Capital Markets: Equity (2018)
  • The Best Lawyers in America©Corporate Law and Securities / Capital Markets Law (2008-2022)

Education

J.D., University of Virginia School of Law, 1986

B.A., Canisius College, 1983

Experience

Experience

Capital Markets

  • Representation of Piper Sandler & Co. in connection with its role as sole underwriter of Park National Corporation’s $175 million subordinated note offering
  • Representation of The J. M. Smucker Company in connection with senior notes offerings yielding more than $1.5 billion in proceeds, a $1 billion commercial paper program, a $750 million senior note offering, and five shelf resale offerings aggregating approximately 35 million common shares
  • Representation of RPM International Inc. in nine debt offerings with proceeds exceeding $2.5 billion
  • Representation of Sandler O’Neill + Partners in connection with a $100 million debt offering by Old National Bancorp, a $19 million registered equity offering by United Bancorp Inc. and a $15 million registered equity offering by Farmers National Banc Corp.

Mergers and Acquisitions

  • Representation of The J. M. Smucker Company in its $3.5 billion acquisition of The Folgers Coffee Company
  • Representation of The J. M. Smucker Company as Ohio counsel in connection with its $5.8 billion acquisition of Big Heart Brands
  • Representation of LNB Bancorp in connection with its $180 million sale to Northwest Bancshares
  • Representation of National Bancshares in connection with its $75 million sale to Farmers National Banc Corp.
  • Representation of Alcoa as Ohio counsel in connection with its $1.5 billion acquisition of RTI International
  • Representation of Mill Road Capital as Ohio counsel in connection with its $215 million acquisition of R.G. Barry Corporation
  • Representation of American Financial Group as Ohio counsel in connection with its $660 million acquisition of National Interstate

Professional & Community

Professional & Community

  • Securities Law Section of the Cleveland Metropolitan Bar Association, Former Chairman
  • Catholic Diocese of Cleveland Budget Committee, Member
  • Canisius College Board of Regents, Member
  • Western Reserve Historical Society, Board of Directors

Representative Clients

Representative Clients

  • American Financial Group
  • The J. M. Smucker Company
  • KeyCorp
  • LNB Bancorp
  • National Bancshares
  • Nu Skin Enterprises
  • Old National Bancorp
  • Piper Sandler & Co.
  • RPM International Inc.
  • Western Reserve Partners

Client Feedback

Client Feedback

  • "[John has a] huge depth of knowledge, can answer anything and is smart and resourceful."  Calfee client, as reported in the Chambers USA 2019 Guide

News & Events

News

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Licensed In

  • Ohio

"He takes complicated rules and regulations and makes them simple for clients."

"He's a knowledgeable, respected securities and corporate governance lawyer."

Client quotes from the Chambers USA 2021 Guide

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