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.

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

• The Best Lawyers in America^®, Corporate Law (2024)
• 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 the following:

• Acted as corporate counsel to a West Coast design-build multifamily residential construction subcontractor in connection with the 2023 sale of the Company to a middle-market private equity firm based in the East Coast with $2+ billion in assets under management.
• 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.
• Advised CW Industrial Partners LLC (formerly CapitalWorks, LLC) in numerous acquisitions and divestitures.
• Advised MCM Capital Partners, a private equity firm focused on acquiring niche manufacturers, value-added distributors and specialty service companies, in several acquisitions.
• Advised 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.
• Advised 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 and manufacturer of products used primarily on the field of interventional pain management; and its sale of Diversco, a provider of temporary staffing services.
• Advised Clearstead Advisors, LLC, an investment advisory firm for institutions and high-net-worth individuals, in connection with a minority equity investment by Rosemont Partners.
• Advised Courtland Partners, Ltd, a real estate investment advisory company in its sale to StepStone Group Real Estate LP.
• Advised a prominent local family office client with respect to the legal aspects of co-investment opportunities and the formation of multiple equity co-investment vehicles.
• Advised RPM International in the drafting and negotiation of confidentiality/non-disclosure agreements related to potential business transaction and supply agreements.
• Advised Nestlé USA, Inc. in the drafting of a wide variety of commercial agreements related to all facets of its business operations.
• Advised Nespresso USA, Inc. in the structuring, drafting, and negotiation of various commercial agreements.
• Advised 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