Robert J. Ward

Rob is an experienced corporate attorney advising clients on a variety of transactional and corporate matters including mergers and acquisitions, joint ventures, commercial transactions, and corporate governance matters. He counsels public and private companies, including ESOPs and private equity and venture capital funds, across a broad range of industries.

Rob was elected Partner in 2024. Prior to joining Calfee in 2022, he served as the Legal Director for Circulo Health, an early-stage startup and provider of services that facilitate full-circle social, behavioral, and physical health. Additionally, he has gained experience with several corporate law firms in Ohio and Texas. He employs that experience serving as outside legal counsel for business clients.

Rob earned his J.D., magna cum laude, from The Ohio State University Moritz College of Law in 2013. During this time, he served as an intern in the office of the Ohio Attorney General.

In 2010, Rob earned his B.S. in Business Administration and Accounting, summa cum laude, from The Ohio State University Fisher College of Business.

Honors & Recognitions

• Best Lawyers: Ones to Watch, Mergers and Acquisitions Law (2021-2025)

Education

J.D., magna cum laude, The Ohio State University Moritz College of Law, 2013

B.S., Business Administration and Accounting, summa cum laude, The Ohio State University Fisher College of Business, 2010

Experience

Corporate Transactions

• Served as lead counsel for a Washington, D.C.-based platform company of a New York state private equity firm in its 2024 acquisition of a Texas company.
• Represented a publicly traded international company in its 2024 acquisition of a division of a regional manufacturing company.
• Served as M&A counsel to a privately owned developer of a learning management system in its 2024 sale to a West Coast enterprise management software company.
• Represented a multi-billion investment advisory firm in the 2024 sale of its business to a multi-billion dollar investment advisory firm.
• Served as M&A counsel to a Fortune 500 publicly owned food industry manufacturing company in its $30 million sale of a business to a private company in 2023.
• Served as lead counsel for a Fortune 1000 publicly owned food industry manufacturing company in its $60 million sale of a business to a publicly owned company in 2023.
• Served as lead counsel to a multi-billion dollar private equity firm in its 2023 acquisition of a Virginia company serving customers in more than 140 countries.
• Served as lead counsel to a multi-billion dollar private equity firm in its 2023 acquisition of a Midwestern technology company; the transaction involved a seller rollover of proceeds into the equity of the buyer and multiple employment agreements and equity incentive arrangements were negotiated and entered into at closing. The transaction also included a pre-signing creation of a buyer subsidiary, a pre-closing reorganization of the target entities' structuring and ownership, and the implementation of a post-closing, cross-border IP-licensing structure.
• 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 in less than a month from the term sheet signing.
• 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.

ESOP Representations

• Served as sole corporate and ESOP counsel to a national trustee for ESOP companies headquartered in Southeastern U.S., advising the client in evaluating and negotiating all aspects of serving as trustee in a transaction in which a holding company for 25 direct and indirect subsidiaries would sponsor an ESOP and become a 100% ESOP-owned company, including the pre-closing reorganization of existing holding and operating companies, special environmental indemnities, the purchase and sale agreement, tax planning and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholders and designing deferred compensation plans for the executive employees. (2024)
• Served as sole corporate and ESOP counsel to a national trustee for ESOP companies headquartered in Southeastern U.S., advising the client in evaluating and negotiating all aspects of serving as trustee in a transaction in which a worldwide leader in product packaging would sponsor an ESOP and become a 100% ESOP-owned company, including the pre-closing reorganization, the purchase and sale agreement, tax planning and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholders and designing deferred compensation plans for the executive employees. (2024)
• Served as special ESOP counsel and corporate counsel to its client, a national marketing company headquartered in Florida; advised the client on all aspects of planning for and implementing the terms of a sale of all of the company’s outstanding equity to a newly formed Employee Stock Ownership Plan, including negotiating the termination of an existing phantom stock plan and the redemption of certain outstanding equity, designing the ESOP, negotiating the terms of the sale of the company’s equity to the ESOP, designing and implementing ongoing incentive deferred compensation for different classes of employees, and securing and negotiating bank financing. (2024)
• Served as sole corporate and ESOP legal counsel to a national ESOP trust company. Calfee advised the client in evaluating and negotiating all aspects of serving as trustee in a 2023 transaction in which an industrial distributor operating company would sponsor an ESOP and become a 100% ESOP-owned company, including the purchase and sale agreement, tax planning and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholder and designing deferred compensation plans for the executive employees. The transaction was important to the selling stockholder because it enabled the company to maintain its culture, provide additional long-term benefits to its employees, and complete estate planning for themselves.
• Served as special ESOP and corporate legal counsel to a privately held Ohio corporation and its shareholders. Calfee advised the client and its wholly owned subsidiaries on all aspects of planning for and implementing the terms of a 2023 sale of all of the company’s outstanding equity to a newly formed Employee Stock Ownership Plan, including reorganizing the consolidated group of companies, designing the ESOP, negotiating the terms of the sale of the client equity to the ESOP, designing and implementing ongoing incentive deferred compensation for different classes of employees and securing and negotiating bank financing. The transaction was important to the selling shareholders because it enabled the client company and its subsidiaries to maintain their culture, provide additional long-term benefits to their employees, and do estate planning for themselves.
• Served as special ESOP counsel and sole corporate counsel to a national California-based company and its sole equity holder. Calfee advised the client on all aspects of planning for and implementing the terms of a sale of all of the company’s outstanding equity to a newly formed Employee Stock Ownership Plan, including, designing the ESOP, negotiating the terms of the sale of the company’s equity to the ESOP, reorganizing the client company prior to the sale to maximize the tax benefits for the equity holder, designing and implementing ongoing incentive deferred compensation for different classes of employees, and securing and negotiating bank financing. The 2023 transaction represented a successful exit for the founder and enabled the company to maintain its culture and provided long-term benefits to its employees.