Steven C. Karzmer

Steve serves as a Leader of the firm’s ESOP Formation and Operation group. His practice focuses on counseling primarily privately held company clients with respect to transactional matters including mergers and acquisitions, ESOP formation, and a wide range of general corporate, business, and finance matters, including corporate governance, early-stage investing, and a variety of commercial contracts.

Steve effectively serves as outside general counsel to a number of private companies that do not have in-house legal departments. As such, Steve advises clients on a wide variety of day-to-day legal matters, including employment and consulting agreements, non-competition agreements, executive compensation arrangements, and distribution agreements.  

Steve also serves as a Leader of the firm's Public Company M&A and Board Counseling practice. His clients range from start-ups to public companies and across various industries, including construction, advertising, finance, software, and manufacturing.

Steve is recognized as a Leading Lawyer by Chambers USA 2023 in Corporate/M&A Law, Band 3 in Ohio: South & Central. Clients provided the following feedback to Chambers USA, "Steve is an amazing attorney who quickly and efficiently meets our company's needs and goals. Steve is a very responsive and practical member of the team."

Steve has been selected for inclusion in The Best Lawyers in America^® for Corporate Law and Mergers and Acquisitions Law (2013-2024). He has been recognized by Best Lawyers as the 2022 "Lawyer of the Year" for Mergers and Acquisitions Law in Columbus, Ohio.

Steve has been a member of the Firm’s Executive Committee since 2014. He is active in community matters in New Albany and Columbus. He is a student coach for the Handshake Foundation. 

Prior to joining Calfee, Steve was an associate with the law firms of Stroock & Stroock & Lavan in New York City and Lucash, Gesmer & Updegrove in Boston. He was a Partner with the firm of Goldstein & Manello, P.C. before joining Calfee as a Partner in 2000. He is a member of the Ohio, New York, and Massachusetts Bar Associations.

Honors & Recognitions

• Chambers USA, Corporate/M&A, Band 3, Ohio: South & Central (2023)
• The Best Lawyers in America, Corporate Law and Mergers and Acquisitions Law (2013-2024) 
• The Best Lawyers in America^® 2022 "Lawyer of the Year" for Mergers and Acquisitions Law in Columbus, Ohio

Education

J.D., New York University School of Law, 1988

B.A., with honors, Phi Beta Kappa, The Ohio State University, 1985

Experience

Corporate Transactions

• Served as sole corporate legal counsel to a publicly traded, Fortune 1000 company and coordinated input from employment specialists on post-closing restrictive covenants in a matter involving the client's acquisitions of 100% of the outstanding equity interests of a privately held company located on the East Coast. In addition to negotiating the stock purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the 2023 transaction for Calfee’s client.
• 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.
• Served as sole corporate counsel to a biotechnology company and its equity holders. Calfee advised the client with reorganizing the company in connection with the 2023 sale of all of the company’s outstanding equity to a California-based biotechnology platform company sponsored by a Midwestern private equity firm with multi-billions of dollars in AUM. The transaction represented a successful exit for the founders and provided the opportunity to further develop and utilize the company's technology in various drug treatments.
• Serving as sole corporate legal counsel to a private holding company and its stockholders in a complex transaction providing liquidity for the client while maintaining their majority ownership interest in their operating companies. The ongoing transaction involves a wholly owned subsidiary of a publicly traded Canadian private equity firm investing multi-million dollars in a wholly owned subsidiary of Calfee's client company for a combination of preferred and common equity.
• Served as sole corporate legal counsel to a publicly traded, Fortune 1000 company and coordinated input from employment specialists on post-closing restrictive covenants. Calfee advised the client in its 2022 acquisition of 100% of the outstanding equity interests of three related East Coast construction products installation companies. In addition to negotiating the stock purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for Calfee's client.
• Served as sole corporate legal counsel to a publicly traded, Fortune 1000 company and coordinated input from employment specialists on post-closing restrictive covenants. Calfee advised the client in its 2022 acquisitions of substantially all of the assets of a Pennsylvania-based company. In addition to negotiating the purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for the client.
• Installed Building Products (NYSE: IBP) and its affiliates in several acquisitions, including:
  
  • Purchase of the stock of the Alpha Insulation and Waterproofing group of companies, which installs waterproofing, insulation, fireproofing and fire-stopping products for large, long-lead time commercial projects throughout the southern United States
  • Purchase of the stock of the BDI Insulation group of companies, which installs fiberglass insulation serving select markets in Southern California, Washington, Idaho and Utah through nine branch locations
  • Purchase of substantially all of the assets of Alpine Insulation Co. Inc., a Wisconsin residential and commercial insulation contractor
• Represented Marsh, Berry & Co., Inc., an S corporation, in the simultaneous redemption of 100% of their outstanding capital stock and the sale of new shares to an ESOP
• Represented a venture capital firm in its formation, capital formation, and subsequent Series A Preferred investments in 10 portfolio companies
• Represented Rev1 Ventures in numerous Convertible Notes and Series A Preferred financings
• Represented a U.K. corporation in the purchase of two separate product lines from a Fortune 50 U.S. public company for approximately $40 million and $25 million, respectively
• Represented a U.S. public company engaged in the hardware and software business in the sale of two separate lines of business to another U.S. public company for approximately $100 million and $300 million, respectively
• Represented the management team in a leveraged buyout of health care related company for approximately $30 million
• Represented a private equity fund in the purchase of a nutritional supplement company for approximately $30 million
• Represented a Japanese holding company in the purchase of a Tier 2 automobile parts supplier for approximately $30 million

ESOP Representations

• 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.

Professional & Community

• Handshake Foundation, Student Coach 

Client Feedback

• "Steven is an amazing attorney who quickly and efficiently meets our company's needs and goals." – Chambers USA 2023 client quote
• "Steve is a very responsive and practical member of the team." – Chambers USA 2023 client quote