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Securities and Capital Markets



Calfee’s Securities and Capital Markets practice offers a full range of corporate governance, Securities and Exchange Commission reporting and compliance, and capital markets services. We have a wealth of experience representing public companies, including NYSE and NASDAQ-listed issuers, as well as a strong history, unique in our region, of representing financial services providers such as banks, broker-dealers and investment advisors with respect to capital markets and securities and regulatory compliance matters. This experience is evidenced by our firm’s representation of issuers and underwriters in connection with more than 200 public and Rule 144A offerings since 1981, with aggregate proceeds from such offerings exceeding $35 billion. Our securities experience, coupled with longstanding investment banking relationships, drives a thriving capital markets practice at Calfee.

Representative examples of our capital markets transactional experience in the past few years include the following:

  • Serving as underwriters’ counsel in connection with multiple debt and preferred and common equity offerings by Health Care REIT, raising more than $12 billion.
  • Serving as underwriters counsel in connection with multiple debt offerings by Toledo Edison, Ohio Edison and The Illuminating Company, raising more than $1.2 billion.
  • Serving as issuer’s counsel to RPM International in connection with multiple debt offerings raising $1 billion
  • Serving as issuer’s counsel to The J.M. Smucker Company in connection with a 2011 debt offering raising $750 million
  • Serving as issuer’s counsel to Chart Industries in connection with a 2011 convertible debt offering raising $250 million.

Members of the Securities and Capital Markets practice assist clients with public and private offerings of securities, regulatory compliance and reporting, proxy solicitations and proxy fights, takeover preparedness and public company M&A activities, tender offers and securities litigation before the Securities and Exchange Commission, self-regulatory organizations, and federal and state courts. We also work with investment bankers in connection with fairness opinions, mergers and acquisitions, financings and other engagements. Given our group’s broad experience with the securities regulatory framework, members of the practice have also represented targets of SEC, SRO and stock exchange investigations and enforcement proceedings, and have served as counsel to corporations and board committees conducting internal investigations involving allegations of misconduct.


Chambers USA on our Corporate/M&A/Securities team

Our lawyers counsel clients on a wide variety of corporate governance matters, ranging from fundamental board and committee planning to fulfilling the detailed requirements of SEC and NYSE corporate governance rules and new legislative developments, such as the Dodd-Frank Act. In addition, we have considerable experience with executive, director and equity compensation arrangements, Institutional Shareholder Services (ISS) standards and many other SEC, PCAOB and NYSE matters impacting public company governance.

Our lawyers have been involved in counseling all of the various parties involved in public company M&A transactions (bidders, targets, special committees, lenders, intervening bidders, financial advisors, etc.), so we understand the perspectives of all of the players involved. Significant public company acquisitions in which we have been involved as counsel to buyer, seller or financial advisor include:

>BB&T Bancorp/FirstSpartan                                         >LNB Bancorp/Morgan Bancorp

>Camelot Music/Trans World                                         >McDonald Investments/Key Corp

>Camelot Music/Spec’s Music                                         >Medusa/Southdown

>The Cleveland Indians/Larry Dolan                             >Mr. Coffee/Health-o-Meter

>Chart Industries/First Reserve                                      >M.A. Hanna/Geon

>Corrpro Companies/Wingate Partners                        >North Coast Energy/EXCO Resources

>Evraz Group/Claymont Steel Holdings                        >Office Max/Boise Cascade

>Fifth Third/Franklin Financial                                      >Ohio Edison/Centerior Energy

>Imperial Parking/The Gates Group                              >Scott Technologies/Tyco International

>Invacare/Suburban Ostomy Supply                             >Signature Brands/Sunbeam Products

>J.M. Smucker/Folgers                                                     >Spartan Stores/Seaway Food Town

>Joann Stores/House of Fabrics                                     >The Restaurant Co./Perkins Restaurants

>Liqui-Box/DuPont Canada                                             >Travel Centers of America/Travel Ports

Our Securities and Capital Markets lawyers have extensive experience in advising public company directors on their evolving fiduciary duties in takeover settings and in working with financial advisors to assist in designing and implementing any one or more of the myriad of responses that might be appropriate in considering whether to pursue a potential sale transaction, or to protect the corporation against unwanted advances.


Members of the Securities and Capital Markets practice routinely present at various seminars, as well regularly publish articles on various M&A, securities and corporate governance topics. The practice group count amongst its partners: an adjunct law professor on M&A at The Cleveland State University School of Law and member of the Board of Advisors of Corporate (John J. Jenkins); KPMG Audit Committee Institute Symposium Co-Chair (Douglas A. Neary); and a member of the NASDAQ Stock Market, Inc. Market Operations Review Committee, adjunct law professor on Law, Theory and Practice in the Financial Markets at Case Western Reserve University School of Law and author of a comprehensive four-volume treatise on state securities law (Robert N. Rapp).