Karla M. Rogers

Karla enjoys getting to know her clients and their businesses in order to provide practical and creative solutions to their real estate, commercial, finance, and corporate law needs.

She counsels clients in all aspects of real estate acquisitions and divestitures, including structuring transactions land assemblage, land use, zoning, and permitting compliance. Karla works extensively on all real estate components of corporate acquisitions, mergers, and divestitures. She counsels clients on purchase and sale agreements title, survey, and other real estate matters in connection with individual and multi-site acquisitions and sales.

Karla is experienced in negotiating and drafting commercial, industrial, and retail leases on behalf of both landlords and tenants.

She also represents institutional lenders and public and privately held borrowers in connection with structuring, negotiating, and drafting real estate financing agreements and facilitating secured financing transactions.

Karla has extensive experience in representing public mining company clients in all aspects of mineral leasing and mineral acquisitions and divestitures.

Karla has been recognized for her work in Real Estate by Chambers USA for more than 10 years, most recently ranked in Real Estate, Band 3 in Ohio (2024). Chambers USA researchers commented, "Karla Rogers is noted for her proficiency across the full spectrum of real estate transactions. She regularly advises clients on the acquisition and divestiture of real estate assets, as well as lease negotiations and amendments."

Clients interviewed by Chambers USA researchers stated, "Karla is my go-to real estate counsel. She is practical and efficient. Karla is knowledgeable, accessible, and practical. She understands our company and always provides sound advice. Karla is a fantastic attorney who listens to her clients and comes up with practical and commercial solutions while making sure there aren't any landmines. She's an expert in the field and is well respected in the industry. She applies business points and practical arguments to transactions so that agreements can be found in negotiations."

Karla has been selected for inclusion in The Best Lawyers in America^® list for Real Estate (2021-2025), Corporate Law (2022-2025), and Commercial Finance Law (2025).

Karla joined Calfee in 1998, and was elected Partner in 2009. She began serving as Vice Chair of the Real Estate practice group in 2020, and Chair in 2024. Karla is involved in Calfee’s mentoring program.

Previously serving as the Director of Governmental Affairs for the Building Industry Association of Cleveland & Suburban Counties, Karla also served as an Associate with Taft, Stettinius & Hollister.

Honors & Recognitions

• Chambers USA, Real Estate, Band 3, Ohio (2012-2018, 2021-2024)
• The Best Lawyers in America^®, Real Estate Law (2021-2025), Corporate Law (2022-2025), and Commercial Finance Law

Education

J.D., cum laude, Cleveland State University College of Law, 1996

B.S., cum laude, The University of Akron, 1992

Experience

• Provide legal counsel in an ongoing representation of affiliated joint ventures and development projects throughout Ohio for a privately owned development and construction company and its affiliated companies that currently manage nearly 50 active projects across the country. Calfee provides legal counsel involving the development of a former governmental facility and adjoining property to a nearly 200-acre, mixed-use development in the Midwest. The client is relocating its corporate headquarters, and we represented the client with construction loan financing to facilitate such development while continuing to assist the client on overall site matters, including the drafting and negotiation of the development agreement amendment, drafting and negotiation of financing documents, public finance documents and other site assemblage matters. Calfee was also instrumental in assisting this client in obtaining Transformational Mixed-Use Development (TMUD) tax credits for the development. Additionally, our firm’s ongoing representation for this client includes overall site development work and coordination with a publicly traded, Fortune 500 company that acquired property from the joint venture client to develop its state-of-the-art national research and development in 2020. Calfee assisted the client in purchasing vacant land for an industrial development, which included the negotiation and preparation of the definitive purchase agreement, deed, and due diligence review (title, survey, zoning, and environmental). (2023-2025)
• Represented a publicly traded, Fortune 500 multinational manufacturing company and its affiliated companies on the real estate aspects of various corporate and real estate acquisitions, divestitures and leasing matters. Calfee’s work includes due diligence review, title, survey, property condition evaluations, easement agreements, zoning analysis for owned real properties located in the Southwestern U.S., and lease analysis involving properties throughout the United States. We recently finalized the terms of a long-term lease of a large industrial facility in the Midwest for a planned expansion of operations there. We also are negotiating new lease agreements and lease amendments for other related facilities as well as stock purchase agreements, membership interest agreements, and asset purchase agreements. We have represented the client and its subsidiaries in connection with several corporate transactions involving negotiating new leases and assignments of leases. We have represented a subsidiary and their affiliated entities in various lease amendments, lease reviews, and other corporate real estate counsel in the United States and Canada. (2025)
• Represent a leading mining and mineral provider and its various subsidiaries on all aspects of real estate transactions throughout the United States, serving as their go-to “in-house” counsel on a variety of transactions. This ongoing representation includes advising the client on strategic business matters as well as drafting and negotiating purchase and sale agreements, lease agreements, easements, licenses, access agreements, transloading agreements, occupancy agreements, non-disclosure agreements, brokerage listing agreements, due diligence reviews, real estate title and survey reviews, zoning and permitting analyses, and drafting closing documents. (2025)
• Assisted with the negotiation of a critical and long-term lease agreement in the Midwest as part of an overall corporate acquisition of a beverage group manufacturing client. This acquisition was critical in the client’s overall growth plan in the country and added a critical operations facility to its portfolio of existing locations. (2024)
• Represented a privately owned, multibillion-dollar company in connection with an asset acquisition that included significant real estate holdings in the Southeastern U.S. Our real estate team negotiated a definitive asset purchase agreement and ancillary documents as well as title, survey, environmental, property condition, and zoning review. (2024)
• Served as lead counsel for a New York City-based real estate developer client on the acquisition and financing of three industrial tenant-occupied facilities in the Midwest and Southeastern U.S. Our role included the negotiation of definitive purchase agreements, lease agreements, deeds, loan agreements, deeds of trust, mortgages and other ancillary documents, as well as all diligence material reviews (title, survey, zoning, environmental and property condition reports). This client was concluding a 1031 exchange and used such funding proceeds to purchase two industrial tenant-occupied facilities in the Midwest and one industrial tenant-occupied facility in the Southeast. (2024)
• Represented a realty group in connection with its high-profile sale of over 75 acres of land in the Midwest to a county in connection with the purchasing county’s proposed jail complex development. Calfee represented the seller in all aspects of the sale of this property, including the negotiation of the purchase agreement, deed, easements agreements, and other ancillary documents as well as assisting with lot split and other permitting matters. (2024)
• Represented a leading mining and mineral provider and its various subsidiaries in connection with the acquisition of over 1,600 acres of land and sand mining operations in the U.S. This transaction was a competitive bid process and our real estate team led all aspects of the significant real estate components of this transaction, including the negotiation of the definitive asset purchase agreement, leases, licenses, tri-party agreements, and other ancillary agreements. Our team also represented the client at the Board of Zoning Appeals to obtain a conditional use permit for its mining operations as well as complicated and numerous lot split plats matters. (2024)
• Represented a leading mining and mineral provider and its various subsidiaries on an important laboratory space lease in the Southeastern U.S. that is integral to its continued expansion plans. Our representation included lease negotiations and permitting matters. (2024)
• Represented a privately owned development and construction company and its affiliated companies in the purchase of vacant land in the Southeastern U.S. for an industrial development project that included negotiation of the purchase agreement, deed, ancillary documents, and due diligence review (title, survey, zoning, and environmental). (2024)
• Represented a privately owned development and construction company and its affiliated companies in connection with its corporate divestiture involving seven demolition recycling facilities located in Southeastern U.S. This representation included drafting definitive asset sale agreements, deeds, licenses, and other ancillary documents. (2023)
• In 2023, Calfee’s Real Estate Group assisted a professional services agency client with five locations in the USA with the review, diligence, and Landlord consents for seven leased properties located on the East Coast and West Coast of the U.S. The client acquired the equity interests of a manufacturer, which leases large warehouse facilities in four states.
• Represented a family wealth management firm’s 2022 sale of the equity interest in an operating limited liability company, finalization of the construction of a manufacturing facility, and a sale/leaseback involving a third-party institutional real estate corporation. Calfee’s work included the negotiation and drafting of real property purchase agreements, a membership interest purchase agreement, and various closing documents on both the corporate divestiture and sale/leaseback as well as navigating the finalization of the construction of the manufacturing facility.
• Providing legal counsel in an ongoing representation of affiliated joint ventures and development projects throughout Ohio for a development and construction company. Calfee provides legal counsel in an ongoing representation of an affiliated joint venture involving the development of a former governmental facility and adjoining property to a 150⁺-acre, mixed-use development. As part of our ongoing representation, we have assisted this client with acquiring and financing the parcels in this development involving multi-family housing as well as the relocation of this client’s corporate headquarters to this development. This representation includes the drafting and negotiation of the development agreement amendment, drafting and negotiation of financing documents, public finance documents, residential leases, and other site assemblage matters. Additionally, our firm’s ongoing representation for this client includes overall site development work and coordination with a publicly traded Fortune 500 company, which acquired the property from the joint venture.
• Representing a publicly traded, Fortune 1000 company and its affiliated companies on the real estate aspects of various corporate and real estate acquisitions, divestitures, and leasing matters. Calfee’s work includes due diligence review, title, survey, property condition evaluations, easement agreements, and zoning analysis for owned real properties located in the U.S. Southeast and West Coast, and lease analysis involving properties throughout the United States. We also are negotiating new lease agreements and lease amendments for other related facilities as well as stock purchase agreements, membership interest agreements, and asset purchase agreements. We have represented the client and its subsidiaries in connection with several corporate transactions involving negotiating new leases and assignments of leases. We have represented a subsidiary company and its affiliated entities on a ground lease as well as various lease amendments, lease reviews, and other corporate real estate counsel in the United States and Canada.
• Representing a leading natural resources provider and its various subsidiaries on all aspects of real estate transactions throughout the United States, serving as their go-to “in-house” counsel on a variety of transactions. This ongoing representation includes advising the client on strategic business matters as well as drafting and negotiating purchase and sale agreements, lease agreements, easements, licenses, access agreements, transloading agreements, occupancy agreements, non-disclosure agreements, brokerage listing agreements, due diligence reviews, real estate title and survey reviews, zoning and permitting analyses, and drafting closing documents.
• Representing a Midwest HVAC company portfolio company and its affiliated private equity firm on the sale/leaseback of properties located in two states to a real estate corporation. This representation included drafting and negotiating purchase and sale agreements, lease agreements, escrow agreements, closing documents, guaranties, and other ancillary documents. This representation also included assignments of various tax incentive agreements.
• Handled the real estate aspects of several corporate transactions involving a significant private equity client and their platform subsidiaries. We drafted and negotiated stock purchase agreements, asset purchase agreements, and lease agreements.
• Served as litigation counsel for a publicly traded, Fortune Global 500, European company client in connection with an attempt to exercise a right of first refusal for an industrial property. The client is the successor in interest to certain parcels of real property in the Midwest. An adjoining landowner gave the client company’s predecessor a right of first refusal to purchase its property, but it later transferred the property to an affiliated entity and sold the entity’s membership interests to a third party. The client's operations would have been adversely impacted by the current owner's intended use, but Calfee was able to obtain a favorable settlement for the client that involved the transfer of a portion of the disputed property.
• Representing a leading electronics supplier in relation to payment disputes and other disputes with the design-builder for a project involving the design and construction of a warehouse.
• Represented a mining company on a 3,000-acre mining lease in West Texas involving lease negotiations, site due diligence, and project management.
• Represented numerous clients in connection with sale/leaseback transactions involving institutional investor purchasers/landlords and properties located throughout the U.S.
• Represented a joint venture for the purchase of former automotive plants for large-scale industrial redevelopments in Northeast Ohio.
• Represented a joint venture in connection with entering into a development agreement with a local Ohio municipality and community improvement district for the remediation and development of a former governmental facility to a 100-acre mixed-use development.
• Represented a joint venture in connection with the sale of property to a Fortune 500 company for the development of its research and development worldwide headquarters.
• Represented a joint venture in connection with the acquisition and redevelopment of a lakefront property into a proposed marina, hotel, and residential development.
• Representing a mining company in connection with the acquisition and divestiture of multiple real estate holdings, mineral leases, transloading leases, and day-to-day real estate operations throughout the U.S. and Canada.
• Representing several Northeast Ohio private equity funds in connection with multiple corporate acquisitions, divestitures, and leasing involving real estate holdings throughout the U.S.
• Representing a public manufacturer and marketer of specialty chemicals, coatings, and sealants in the acquisition and leasing of its real property holdings throughout the U.S. and Canada.
• Represented a privately held company in connection with the assemblage, acquisition, and leasing of real properties in Northeast Ohio for a mixed-use student housing and retail project.
• Represented a joint venture involved in the acquisition, financing, and development of a historic Cleveland downtown mixed-use apartment project.
• Represented a Northeast Ohio joint venture involved with the acquisition of property for a large-scale, mixed-use redevelopment project.
• Represented a joint venture involved in the acquisition, financing, and development of a large-scale, mixed-use development (retail, office, hotel, and apartment) in Northeast Ohio.
• Represented a public food and hospitality company in its divestiture of properties throughout the U.S.

Professional & Community

• Ohio State Bar Association, Member
• Cleveland Metropolitan Bar Association, Member
• Leadership Council on Legal Diversity, Volunteer Mentor
• Shoes and Clothes For Kids, Former Board Member
• Chicago Title Insurance Company Advisory Board, Former Member

Presentations

Karla is often a featured speaker at various legal seminars.

• Panelist at Commercial Real Estate Women Cleveland and Greater Akron event "Live. Work. Enjoy. Explore!"
• Featured speaker at National Business Institute seminars "Handling Real Estate Transactions from Start to Finish."
• Speaker at numerous Ohio State Bar Association seminars involving commercial real estate law topics. 

Client Feedback

• "Karla is experienced and smart. She understands the intricacies of transactions." – Chambers USA 2023
• "Karla is a pleasure to work with. She is responsive, knowledgeable, and understands the business side of every deal." – Chambers USA 2023
• "Karla is my go-to real estate counsel. She is practical and efficient. Karla is knowledgeable, accessible, and practical. She understands our company and always provides sound advice. Karla is a fantastic attorney who listens to her clients and comes up with a practical and commercial solution while making sure there aren't any landmines." – Chambers USA 2022
• "Karla Rogers is our primary Real Estate attorney. She is extremely knowledgeable, a skilled negotiator, and a pleasure to work with." – Calfee client, as reported by U.S. News – Best Lawyers^® in the 2019 “Best Law Firms” report