Gerald A. Monroe

Having represented many of Northeast Ohio’s leading private equity and investment fund sponsors and institutional investors, Jerry’s practice includes structuring and facilitating the formation of venture capital, leveraged buyout and other private equity funds.

As a corporate lawyer, Jerry counsels privately held businesses on a broad range of corporate and legal concerns, including mergers and acquisitions, corporate structuring and reorganization, executive compensation, capital formation and venture capital investments. 

He negotiates mergers, acquisitions and divestitures for domestic and international clients, including complex leveraged transactions involving multi-tiered capital structures. Jerry also has extensive experience in public offerings, private placements and joint ventures, with a particular emphasis on negotiating and forming joint ventures and start-up companies in technology and medical-related fields.

Jerry joined Calfee in 1992 and was elected Partner in 2002.

Education

J.D., summa cum laude, Cleveland State University College of Law, 1992

B.S.J., Northwestern University, 1986

Experience

• Providing broad support and counsel to our multinational professional services firm client with $100+ billion in AUM in relationship to the firm’s global investment advisory services. As a new matter, Calfee was retained to support the client's ongoing marketing and advertising efforts in relationship to the new SEC Marketing Rule finalized in November 2022. The client engaged Calfee to further support its private fund complex, including a new private credit fund. As part of its services, Calfee works with the lead portfolio managers to identify and review potential fund investments, assist with due diligence, and review the terms of potential investment in the funds.
• Providing legal counsel on securities regulations affecting an advisory firm with $1+ billion in AUM specializing in comprehensive management of family wealth for ultra-high net worth clients. Calfee provides expert counsel for the CEO and CCO and leads the firm’s fund formation efforts and assists with directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”). As part of these services, Calfee drafts the governing agreements and disclosure documents for the closed-end and open-end private funds, which the client raises on a regular basis. In addition, Calfee has been engaged to assist the CCO with all of the following legal and compliance tasks: internal audits and compliance testing; annual review/risk assessment; third-party due diligence; SEC examinations and communications with regulators; compliance certifications; Code of Ethics issues; directing/executing the firm’s compliance manual; all marketing/advertising review; employee training/education; firm contracts/client agreements review; completing/submitting all regulatory filings, including SEC, FINRA, CFTC, etc. In completing these services over the past year, Calfee successfully guided the client through an allegation investigated by the state with no formal charges being brought.
• Selected to provide legal counsel on corporate and securities regulations affecting our client an SEC-registered investment adviser headquartered on the West Coast with more than $500 million in AUM, including advising the principals of the sponsor and general partner of several U.S. private equity and hedge funds concerning the restructuring of the reorganization. Calfee served as lead counsel on the project that also included negotiating a joint venture between the organization and other fund management organizations for the raising and management of a new private equity fund. As part of these services, Calfee also provided legal services for all legal, regulatory, and compliance issues impacting the private fund complex and related investment strategies, including impact and integration with other private funds of the firm.
• Selected to provide legal counsel on securities regulations affecting an international investment manager with $125+ million in AUM currently shifting its focus from individual separately managed accounts of high-net-worth individuals to managing a global private fund strategy, with a master feeder fund complex based out of the Cayman Islands and multiple U.S. feeder funds. As part of these services, Calfee provides comprehensive legal services for all legal, regulatory, and compliance issues impacting the global private fund complex and related investment strategies, including the formation of all private funds for the firm.

Professional & Community

• St. Peter The Rock Media operating radio station WCCR, Cleveland, President
• Cleveland Lawyers for Life, Trustee
• Padre Pio Academy, Trustee