Douglas A. Neary

Doug serves as Firm Chairman while also maintaining a very active and engaged practice. He sits by his clients’ side to assist on mergers, acquisitions, and divestitures; corporate governance and capital formation (including private and public offerings); corporate finance; venture capital; and general corporate matters; as well as SEC compliance and NYSE and NASDAQ listing requirements. He is knowledgeable on general contracting issues, commercial transactions, joint ventures, and strategic alliances, and provides counsel with respect to organizational and structuring matters for corporate clients.

As Chairman, Doug also helps to manage and support many of the Firm’s most significant clients. Using his wealth of historical experiences and knowledge, he helps to oversee or provide strategic input on major projects or client initiatives to help drive better outcomes and to ensure that all appropriate resources are dedicated to addressing the client’s needs and to provide clear communication and reporting. Doug is a leader in the Firm’s efforts to develop new and expanded client relationships.

For more than 37 years, Doug’s practice has been focused on clients buying and selling privately held and publicly traded companies, working closely with strategic purchasers and sellers, as well as the private equity and investment banking communities, in those endeavors.

Clients interviewed by Chambers USA researchers have commented, "Doug is one of a kind. He's a great lawyer, a great adviser, and super responsive. He gets it. Doug is an outstanding lawyer with tremendous business judgment. He is the go-to lawyer for the most complex issues and has built a wonderful team. Doug brings an even-keeled approach and great judgment to bear in matters. He has tremendous people skills and is extremely responsive. He's a smart, sensible attorney with broad corporate experience. Doug has decades of experience and is highly valued as a wise counselor across a spectrum of issues."

In addition to his experience with hundreds of business transactions, Doug helps clients with capital transactions, private fundraisings, public disclosures, securities filings, and Securities Act and Exchange Act compliance work. Quite frequently, Doug counsels clients on corporate governance matters, as well as Sarbanes-Oxley Act and listing standards issues.

Doug also handles equity and debt private placements, including the necessary securities law compliance, and has significant experience negotiating and consummating venture capital financings. With an active M&A practice across the gamut, Doug has represented numerous private equity, venture capital, and mezzanine financing sources in making their purchases, sales, loans, or investments, regularly dealing with issues of valuation, governance, management, and exit strategies.

In summary, Doug helps his clients take advantage of their business opportunities and overcome their business challenges.

Doug has been recognized every year for more than a decade by Chambers USA. Since 2021, Chambers USA has recognized Doug as an Eminent Practitioner in Corporate/M&A. For nine consecutive years prior, Chambers USA ranked Doug as a Leading Lawyer in Ohio in Band 2 for Corporate/M&A.

Chambers USA researchers commented, "Doug combines his position as the firm's chair with an active corporate practice, where he advises a range of private and publicly held businesses on M&A, financing matters, and wider advisory issues."

Calfee's Corporate and Finance group has been ranked consistently by Chambers USA as one of the top Corporate/M&A practices in Ohio for more than a decade. Chambers USA researchers have praised Calfee's Corporate and Finance group for "its high level of knowledge and sophistication; an impressive team with a strong track record across a broad range of corporate and transactional matters." In prior Chambers USA guides, researchers described the Calfee team as "very efficient, practical, and business-oriented in their approach. We would not have the success we have had without them being side by side." In 2021, a client provided the following feedback to Chambers, "Calfee’s fees are very competitive, even in the Cleveland market. What could the firm improve upon in its services? Nothing. They are best in class." Chambers noted that clients have characterized Doug as "one of the leading practitioners in Cleveland; he is very thoughtful and a good sounding board, so you can discuss a variety of corporate issues with him and gain a better insight and appreciation of the issues by the end."

Doug has been selected for inclusion in The Legal 500's inaugural M&A Private Practice Powerlist – USA; he is one of only four practicing Ohio attorneys to be named to this prestigious list. Launched in 2024 and drawing on extensive research by The Legal 500, the publication is designed to highlight the region’s leading M&A counsel covering all aspects of Mergers and Acquisitions.

Doug also has consistently been selected for inclusion in The Best Lawyers in America^® (2010-2024) in the areas of Corporate Compliance Law, Corporate Governance Law, Corporate Law, International Mergers and Acquisitions Law, Mergers and Acquisitions Law, and Securities/Capital Markets Law. He was recognized as the Best Lawyers 2022 "Lawyer of the Year" for Mergers and Acquisitions Law in Cleveland, Ohio. He also was recognized as the Corporate Governance Law "Lawyer of the Year" in Cleveland (2020 and 2014), Corporate Law "Lawyer of the Year" in Cleveland (2019), and Corporate Compliance Law "Lawyer of the Year" in Cleveland (2015).

In addition, Doug has been selected for inclusion in the Ohio Super Lawyers list from 2007-2024. For decades he has been AV-rated by Martindale-Hubbell.

Having served as corporate secretary of Invacare Corporation (NYSE), Doug also is on the board of directors or serves as secretary or trustee of several privately held corporations, family trusts, and foundations in the Greater Cleveland area.

A frequent lecturer at corporate and securities law seminars, Doug is also a member of the American, Ohio State, and Cleveland Metropolitan Bar Associations, having served on the Corporate and Securities Law Sections. In addition, for many years, Doug served as the Ohio Co-Chair of the KPMG Audit Committee Institute, focusing on topical matters of interest to public company directors and officers.

Doug recently served a four-year term as Chairman of the Board of the Greater Cleveland Sports Commission, the nonprofit coordinating entity that helped Cleveland to become host to, and manage, the MLB All-Star Game (2019), the NFL Draft (2021), the NBA All-Star Game (2022) and the upcoming Women’s Final Four (2024). He continues as Vice Chair and serves on the Executive Committee and previously was Chairman of the Governance/Nominating Committee for many years. He also has been a multi-year Team Captain for the United Way Campaigns and was a long-time board and executive committee member of United Cerebral Palsy.

Doug joined Calfee in 1985 and was elected Partner in 1993. He has served as a member of the firm’s Executive Committee since 2002, and as a member of the Management Committee since 2009. Doug was elected Vice Chairman of the firm in 2017 and has served as Chairman since January 2019.

Honors & Recognitions

• Chambers USA, Corporate/M&A, Eminent Practitioner, Ohio (recognized 2013-2023)

• The Legal 500's M&A Private Practice Powerlist – USA (2024)

• The Best Lawyers in America, Corporate Compliance Law, Corporate Governance Law, Corporate Law, International Mergers and Acquisitions Law, Mergers and Acquisitions Law, and Securities/Capital Markets Law (2010-2024)
• The Best Lawyers in America 2022 "Lawyer of the Year" for Mergers and Acquisitions Law in Cleveland, Ohio; Corporate Governance Law “Lawyer of the Year" in Cleveland (2020 and 2014); Corporate Law “Lawyer of the Year" in Cleveland (2019); and Corporate Compliance Law "Lawyer of the Year" in Cleveland (2015) 
• Ohio Super Lawyers, Mergers & Acquisitions (2007-2024)
• Martindale-Hubbell, AV rated

Education

J.D., Boston University School of Law, 1985

B.A., University of Michigan, James B. Angell Scholar, 1982

Experience

Doug’s considerable experience involves well over 150 transactions. His representative transactions include having represented the following public and privately held companies:

• 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.
• Invacare Corporation (NYSE: IVC), a leading manufacturer and distributor of home and long-term care medical products in numerous acquisitions and divestitures, including:
  • Assisted Invacare Corporation (NYSE: IVC), a global manufacturer, with the negotiation, documentation, and 2023 emergence from bankruptcy involving multiple sophisticated capital structure transactions totaling nearly $500 million, new governance documents, an entirely new Board of Directors, employment and management arrangements including cash and equity compensation matters and numerous, related aspects.
  • Oversaw Invacare’s approximately $227 million acquisition of Domus GmbH (a German holding company and three operating companies); the $132 million acquisition of a Massachusetts-based public company via a merger agreement with intervening tender offer to accelerate closing; acquiring dozens of smaller, privately-held companies representing important product line acquisitions or geographic expansions; numerous selective divestitures of non-core operations, including the $150 million sale of Invacare Supply Group (where the buyer was in the process of being sold to a Fortune 100 competitor) and the following divestitures:
    • Divestiture of Altimate Medical, a manufacturer and seller of standing and mobility aids.
    • Divestiture of Champion Manufacturing, a manufacturer of medical recliners.
    • Divestiture of Dynamic Medical Systems, a provider of medical equipment, clinical consulting, and educational training programs.
    • Divestiture of Garden City Medical, a distributor of durable medical equipment.
    • Invacare’s Rule 144A offerings of senior and convertible notes raising an aggregate of more than $1.3 billion.
• Ferro Corporation (NYSE: FOE), a $2.4 billion leading global supplier of technology-based materials for manufacturers in several acquisitions and divestiture transactions, including:
  • Represented Ferro Corporation (as co-counsel with Simpson Thacher) and its management team in the sale process and documentation for the $2.1 billion sale of Ferro to Prince Corporation, a portfolio company of American Securities, to create Vibrantz Technologies.
  • Oversaw the auction process and ultimate sale of the assets of the U.S. and Chinese fine chemicals business (division) for $60 million in cash to a private equity buyer, Novolyte Technologies LP, an affiliate of Arsenal Capital Management LP.
  • Assisted Ferro in the purchase of a grinding and fabrication fluids business for brittle materials from a private equity seller.
  • Assisted in the sale of a product line and manufacturing location out of the industrial ceramics business of Ferro.
  • Merger with TherMark Holdings, Inc., a leader in laser marking technology.
• The L.D. Kichler Co. (aka Kichler Lighting), a leading developer of decorative lighting and commercial lighting products owned by the Minoff family:
  • Represented Kichler Lighting and its affiliates in its sale to Masco Corporation of its lighting business for a purchase price of approximately $550 million.
• VPI Quality Windows, a market-leading vinyl window manufacturer:
  • Represented VPI Quality Windows and its family ownership in a sale to Jeld-Wen (NYSE: JELD).
• Park-Ohio Holdings (NASDAQ: PKOH), an industrial supply chain logistics and diversified manufacturing business:
  • Led the acquisition of all of the capital stock of NABS, Inc., a premier international supply chain manager of production components, for $21 million from the founding family.
  • Assisted Park-Ohio with the purchase of significant forging-related assets from Amcast Industrial Corporation and in establishing a joint venture and long-term supply arrangement with a strategic foreign industrial partner.
  • Also helped to oversee its acquisition of Autoform Tool & Manufacturing Inc., a leading supplier of direct injection fuel rails, high-pressure inlet and crossover pipes, low-pressure inlet pipes, and conventional low-pressure multi-port injection fuel rails utilized by automotive and truck manufacturers; and its acquisition of the molding division of Wisconsin-based Trostel Ltd., a leading manufacturer of rubber-molded products utilizing a variety of elastomer materials and manufacturing technologies.
• Cornerstone Industrial Group, private equity fund:
  • Acted as lead counsel to this private equity fund in connection with its buy-out and financing for the acquisition of a Wisconsin-based custom machine parts manufacturer (and its ultimate sale) and for the acquisition of an Ohio-based, high-quality refractory product manufacturer.
• PNC Erieview Capital (formerly National City Equity Partners), one of the top 10 bank-owned private equity and mezzanine finance groups with over $1 billion in capital under management:
  • Assisted the client in dozens of mezzanine institutional financing transactions and related equity investments in support of leveraged buy-outs by various high-performing private equity sponsor groups.
  • Associated work for PNC Erieview includes initial capital structure and investment work, recapitalizations, refinancings, amendments and waivers, and various exit strategies and arrangements.
• American Greetings Corporation, a $1.7 billion leading manufacturer and retailer of innovative social expression products:
  • Helped oversee American Greetings’ strategic alliance with Amscan, Inc., a manufacturer and distributor of party goods. The transaction entailed American Greetings selling various assets to Amscan for a purchase price in excess of $24 million and entering into a long-term sourcing arrangement and also a related warrant agreement.
  • Assisted American Greetings with the acquisition of the online assets of the WebShots brand (one of the largest online photo and video-sharing sites on the Internet) from CNET Networks, Inc. (NASDAQ: CNET) for a purchase price of approximately $45 million.
  • Assisted with the intellectual property and integration work for a related company acquired by American Greetings, Photo Works, Inc. Helped oversee the sale by American Greetings of its candle product lines to Lighthouse Candles, LLC.
• Bridge Industries, LLC, Ohio-based private equity firm:
  • Acted as primary counsel in connection with its simultaneous acquisition and combination of two privately held oil and gas equipment suppliers.
  • After their integration and growth, assisted Bridge in the subsequent divestiture of majority ownership to a larger private equity firm less than two years later, generating a substantial return.
  • Also assisted in the acquisitions of two other platform "control" investments, as well as the addition of a sizeable add-on business for one of the platforms.
• Americhem Inc., a global provider of color and additive and engineered compound solutions for the polymer industry:
  • In several acquisitions, including Infinity Compounding and LTL Color Compounding (with operations in Pennsylvania and Dongguan, China), Vi-Chem Corporation, (a leading compounder of specialty engineered resins used in injection molding, extrusion and blow molding applications based in Grand Rapids, Michigan), Controlled Polymers, a compounder and concentrates maker based in Ribe, Denmark and Prescient Color, a Pune, India-based leading producer of textile and specialty master-batches. As a result of these acquisitions, Americhem has grown into an enterprise with in excess of $300 million in annual revenue.
• Bellwether Enterprise Real Estate Capital, one of the largest commercial and multi-family mortgage banking companies in the U.S. (and an affiliate of Enterprise Community Investment, Inc.):
  • Represented Bellwether in connection with two sizeable institutional equity investments by Fifth Third Bank, N.A., and related strategic partnering arrangements.
• Fairmount Santrol, acted as counsel to Fairmount Santrol Holdings Inc. (now Covia) in connection with two primary common stock offerings raising in excess of $480 million, as well as a $200 million secondary common stock offering by the Company's largest stakeholder, American Securities (a substantial private equity fund).
• 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.
• SPR Therapeutics, a manufacturer of neurostimulation products for chronic pain management, in its $25 million Series C equity financing and $20 million Series C-1 equity financing, and numerous prior rounds.
• Spot & Tango, a fast-growing direct-to-consumer food manufacturing company, in its initial structuring and subsequent seed financing round, as well as its follow-on initial institutional investor financing rounds.
• Represented various clients in connection with mergers and acquisition transactions, including serving as Ohio counsel/local counsel for a number of public company mergers.

Professional & Community

• Invacare Corporation (NYSE), Corporate Secretary (former)
• KPMG Audit Committee Institute, Ohio Co-Chair 
• American Bar Association, Corporate and Securities Law Sections
• Ohio State Bar Association, Corporate and Securities Law Sections
• Cleveland Metropolitan Bar Association, served on the Corporate and Securities Law Sections
• Greater Cleveland Sports Commission, Chairman of the Board
• United Way Campaigns, Multi-Year Team Captain
• United Cerebral Palsy, Former Chair of Governance/Nominating Committee and Executive Committee Member 

Client Feedback

• "Doug is one of a kind. He's a great lawyer, a great adviser, and super responsive. He gets it." – Chambers USA 2023
• "He has decades of experience and is highly valued as a wise counselor across a spectrum of issues." – Chambers USA 2023
• "Doug is an outstanding lawyer with tremendous business judgment. He is the go-to lawyer for the most complex issues and has built a wonderful team." – Chambers USA 2022
• "The Calfee, Halter & Griswold team is great to work with. They are incredibly strong, diligent, effective, and pragmatic. They are great business lawyers. Doug Neary serves as my thought partner and provides valuable strategic business acumen." – Calfee client, as reported by U.S. News – Best Lawyers^® in the 2019 “Best Law Firms” rankings report
• "[Doug is regarded as an] excellent negotiator and strategist by clients, who commend his very pragmatic counsel and his superlative client service. He has a wide-ranging transactional and governance practice, earning particular praise for his abilities in securities work and is reported as outstanding in compliance work." – Chambers USA researchers, as reported in the Chambers USA 2018 Guide