Main Content

Overview

Calfee’s team of more than 40 dedicated mergers and acquisitions attorneys provides practical legal guidance to clients to assist them in navigating through a purchase, sale, or other business transaction.

With a strong foothold in the regional middle market, our mergers and acquisitions lawyers represent both privately held and publicly traded companies, private equity funds, family owned businesses, and private entrepreneurs, among other types of clients.

Calfee handles transactions of all sizes, and the team typically completes 60-75 M&A transactions annually ranging in value from $500,000 to more than $3 billion. We know how to staff transactions and use resources in a cost-effective manner and how to add value with our competitive rates. Whether a deal involves a relatively straightforward asset purchase of a single facility business, or a multi-entity, multi-jurisdictional transaction for a publicly held conglomerate, we have the necessary experience to get it done.

We understand that each transaction is unique. We have the resources to staff each deal with appropriate attorneys from other practice groups who have experience in areas such as Capital Markets and Public Reporting, Tax, Commercial and Business Litigation, Intellectual Property, Labor and Employment, Real Estate, Environmental, and Antitrust, to name just a few. Collaboration with these team members ensures that each transaction is efficiently managed, while adequately covering the myriad issues raised by any transaction.

Our M&A attorneys focus on understanding the business motivations underlying each transaction. We help our clients identify the best transaction structure, devise strategies to mitigate risk and overcome obstacles, and negotiate reasonable protections in light of the size and complexity of the deal.

Noteworthy

Chambers USA Leading Law Firm Rankings 

For more than a decade, Calfee has been recognized as a Leading Law Firm for Corporate/M&A by Chambers USA, most recently in Band 2 in Ohio: North and Band 3 in Ohio: South and Central and in Band 2 in Banking & Finance in Ohio (2024). 

Chambers USA commentators noted Calfee's Corporate and Finance practice "Draws from an impressive statewide team with a strong track record across a broad range of corporate and transactional matters, acting on behalf of public and private businesses and financial institutions. Areas of excellence include M&A, securities offerings, and private equity and venture capital fund formation. Calfee also offers notable capital markets expertise, with particular strengths in acting for underwriters." 

Clients interviewed by Chambers USA said, "Calfee consistently brings strong talent to any situation, operates in a seamless manner, and remains calm even under stressful circumstances. Clients appreciate the team's business-oriented, practical approach."

Best Lawyers® “Best Law Firms” Rankings

Calfee was selected for inclusion in the 2025 "Best Law Firms" rankings in the following areas:

  • Closely Held Companies and Family Businesses Law (Regional Tier 2 Cleveland)
  • Corporate Law (National Tier 1, Regional Tier 1 Cleveland, Regional Tier 1 Columbus, Regional Tier 1 Cincinnati)
  • Leveraged Buyouts and Private Equity Law (National Tier 2, Regional Tier 2 Cleveland, Regional Tier 2 Cincinnati)
  • Mergers & Acquisitions Law (National Tier 2, Regional Tier 1 Cleveland, Regional Tier 1 Columbus, Regional Tier 1 Cincinnati) 

IFLR1000  Guide to the World's Leading Financial and Corporate Law Firms and Lawyers

Calfee was selected for inclusion in IFLR1000 – Guide to the World's Leading Financial and Corporate Law Firms in 2024 for M&A and ranked in Ohio Tier 2.

Professionals

Professionals

Arthur C. Hall III
Firm Administrative Partner; Partner-in-Charge, Cleveland
John J. McGuire
Co-Chair, Corporate and Finance

Experience

Experience

  • Served as lead counsel representing the seller, a Midwestern Ohio manufacturing company, in the 2024 disposition of the equity of its business.
  • Served as exclusive counsel to a multi-billion private equity firm client in its 2024 sale of all of the equity interests of a portfolio company to a global private equity firm.
  • Represented a publicly traded international company in its 2024 acquisition of a division of a regional manufacturing company.
  • Served as exclusive counsel to a multi-billion dollar private equity firm and registered SEC investment advisor in its 2024 minority investment in a Texas company, allowing the client to assist in the recapitalization of the company via a non-controlling minority interest.
  • Represented a Midwestern beverage wholesaler and a U.S. beverage distributer in the 2024 acquisition of substantially all the business assets of a Midwestern distribution company; Calfee led the negotiation, execution and documentation of the business acquisition as well as the formation and establishment of several partnerships forming the investor/ownership group.
  • Served as lead counsel for a Washington, D.C.-based platform company of a New York state private equity firm in its acquisition of a Texas company. (2024)
  • Served as exclusive counsel to a leading technology-enabled distributer and affiliate of a private equity firm client in its 2024 acquisition of substantially all of the assets of a distribution company.
  • Served as lead and sole counsel to our client in its acquisition of a manufacturing company, which was in receivership at the time of the transaction and required a stalking horse bidding process and court approval in order to be consummated. (2024)
  • Served as lead counsel to a global consulting and advisory firm in the acquisition of a leading UK M&A advisory firm; the transaction involved a seller rollover of proceeds into the equity of the buyer and multiple employment agreements and equity incentive arrangements were negotiated and entered into at closing. Further, this transaction included U.S. and UK broker/dealer compliance/approval, a pre-signing creation of buyer subsidiaries in the UK, and a pre-closing reorganization of the target entities that needed to be concluded in between signing and closing. (2024)
  • Served as lead and sole legal counsel to a California-based consultant and broker-dealer to a publicly traded Fortune 1000 company. (2024)
  • Served as co-legal counsel to a leading wholesale distributer of sporting equipment in its acquisition of a German specialist retailer from a German private equity firm; the transaction was required to be structured contemporaneously and as a carve-out of a separate European-based acquisition of other subsidiaries by the private equity seller. (2024)
  • Served as sole corporate legal counsel to a publicly traded, Fortune 1000 construction industry client on its acquisition of substantially all of the assets of two companies; in addition to negotiating two separate asset purchase agreements, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for Calfee’s client and coordinating the assumption of existing collective bargaining agreements and the post-closing operation of a union “shop.” (2024)
  • Served as sole corporate legal counsel to a publicly traded, Fortune 1000 construction industry client on its acquisition of substantially all the assets of a company located in the Southwestern U.S.; in addition to negotiating the asset purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for the client. (2024)
  • Served as special ESOP counsel and corporate counsel to its client, a national marketing company headquartered in Florida; 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 negotiating the termination of an existing phantom stock plan and the redemption of certain outstanding equity, designing the ESOP, negotiating the terms of the sale of the company’s equity to the ESOP, designing and implementing ongoing incentive deferred compensation for different classes of employees, and securing and negotiating bank financing. (2024)
  • Represented a multi-billion investment advisory firm in the 2024 sale of its business to a multi-billion dollar investment advisory firm. 
  • Served as sole corporate legal counsel to a private national market leader in marketing in connection with the carve-out acquisition of substantially all of the assets of three separate businesses from a holding company; in addition to negotiating the purchase agreement, Calfee negotiated restrictive covenant agreements applicable to the holding company and its affiliates and the assumption of millions of dollars of subordinated debt. (2024)
  • Served as sole corporate legal counsel to our client, a private holding company and its stockholders, in a complex transaction providing liquidity for the stockholders while maintaining their majority ownership interest in their operating companies. The transaction involved a wholly owned subsidiary of a publicly traded (foreign stock exchange) private equity firm invested in a wholly owned subsidiary of the client holding company. (2024)
  • Represented a portfolio company of a private equity firm in its 2024 acquisition of a leading designer and manufacturer of rod ends and spherical bearings serving the aerospace, defense, and industrial markets.
  • Represented a portfolio company of a private equity firm in its acquisition of a designer and manufacturer of Ball Bearing Control (push-pull) cables and control systems based in the Northwest.
  • Served as sole corporate legal counsel to a private holding company and its stockholders in connection with the issuance of $22 million of preferred equity to an existing equity holder, a wholly owned subsidiary of a publicly traded (foreign stock exchange) private equity firm. (2024)
  • Served as exclusive counsel to a publicly traded Fortune 500 manufacturing company in its 2024 acquisition of substantially all of the assets a company located in Hawaii and a company located in New York.
  • Served as M&A counsel to a privately owned developer of a learning management system in its 2024 sale to a West Coast enterprise management software company.
  • Served as M&A counsel to a multi-billion dollar privately owned company in its 2024 purchase of a business from a Fortune 500 publicly traded company.
  • Served as exclusive counsel to a private equity firm in the 2024 acquisition of all equity interests of two Michigan-based companies.
  • Represented a private equity firm client in its 2024 acquisition of a leading manufacturer of customized, extruded elastomeric profiles for the automotive, heavy truck, and industrial markets owned by an Employee Stock Ownership Plan, which added legal and regulatory complexity to transaction documentation, structuring and negotiation. Due to significant equity co-investment by the lender to the transaction, closing the transaction required the drafting and negotiation of a bespoke agreement to govern the equity arrangements of the business on a go-forward basis. Equity documentation and structuring accommodated additional equity investment, from outside the client's fund, via a sidecar equity vehicle.
  • Served as lead counsel for a publicly traded industrial supply chain company in its 2023 divestiture of a business line to global supply company.
  • Served as sole corporate legal counsel to a publicly traded, Fortune 1000 construction industry client on its acquisition of substantially all the assets of three separate companies; in addition to negotiating the asset purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for the client. (2023)
  • Served as M&A counsel to a Fortune 500 publicly owned food industry manufacturing company in its 2023 $30 million sale of a business to a private company.
  • Served as M&A counsel to a publicly traded Fortune 500 food industry wholesaler in its 2023 sale of a line of branded products to one of the largest privately held food importers.
  • Served as exclusive counsel to a Midwestern manufacturing company in its 2023 acquisition of a prominent distributing company in Western U.S. and a manufacturing and wholesaler in Southwestern U.S.
  • Served as exclusive counsel to a publicly traded Fortune 500 manufacturing company in its 2023 acquisition of substantially all of the fabrication-related assets of a Texas company.
  • Served as lead counsel for a Fortune 1000 publicly owned food industry manufacturing company in its 2023 $60 million sale of a business to a publicly owned company.
  • Represented a private equity firm in the 2023 acquisition of a custom plastic injection molder specializing in small, tight-tolerance parts and a technical injection molder serving the medical device, general industrial, defense, and green energy industries.
  • Represented a general aviation company in its 2023 sale of all equity interests of a business line to a private equity investment firm.
  • Represented an aviation company in its 2023 acquisition of a leading manufacturing company.
  • Represented a portfolio company of a private equity firm client in a strategically significant acquisition in 2023 of an overhead door manufacturing leaders that provided the client a foothold in Western U.S. As part of the deal, Calfee also successfully negotiated a multi-lender financing, which required coordinating with the owners of seven leased distribution centers across four states.
  • Served as sole corporate legal counsel to a global chemical company in connection with the sale of a business line for a combination of (i) a multi-million dollar cash payment at closing, and (ii) potential earnout payments for each of the four calendar years following the closing based on net sales of the acquired products; in addition to negotiating the asset purchase agreement and post-closing restrictive covenants, Calfee negotiated the sale of certain real property and special environmental indemnitees. (2023)
  • Served as exclusive counsel to a multi-billion private equity firm client in its 2023 acquisition of substantially all assets of a cost segregation company, enabling the client to establish a specialty tax platform.
  • Served as exclusive counsel to a leading technology-enabled distributer and affiliate of a private equity firm client in its 2023 acquisition of substantially all of the assets of a California company.
  • Served as lead counsel to a multi-billion dollar private equity firm in its acquisition of a Virginia company serving customers in more than 140 countries. (2023)
  • Served as lead counsel to a multi-billion dollar private equity firm in its acquisition of a Midwestern technology company; the transaction involved a seller rollover of proceeds into the equity of the buyer and multiple employment agreements and equity incentive arrangements were negotiated and entered into at closing. The transaction also included a pre-signing creation of a buyer subsidiary, a pre-closing reorganization of the target entities' structuring and ownership, and the implementation of a post-closing, cross-border IP-licensing structure. (2023)
  • Served as lead and sole counsel to a multi-billion dollar private equity firm in the sale of a platform company with more than 30 locations in the U.S.; in between the signing and closing of this transaction, while parties awaited Hart-Scott Rodino clearance, Calfee represented the platform company in the acquisitions of multiple add-on businesses and effectuated the pre-closing reorganization of the sell-side structure. (2023)

Services

Services

Partnering With Clients

Our M&A attorneys guide clients through the process of structuring, documenting, negotiating, and closing acquisitions and sales of assets and stock, mergers, strategic alliances, and joint ventures. After closing, we advise clients on post-transaction integration matters. In the case of acquisitions, after closing, we often function as outside “general counsel” to the acquired business on day-to-day legal matters. 

Meeting Clients' Business Objectives

We work with our clients to negotiate a reasonable allocation between the transaction parties of liabilities and risks. We help our clients to make practical decisions that further their business goals.

We also counsel our clients on potential tax savings or deferral opportunities in structuring transactions.

Dedication to Client Service

Calfee’s M&A professionals are committed to delivering superior client service and partnering with our clients. We live by these five “golden rules” of client service:

  • Know the client and never lose sight of the client's objectives. 
  • Be creative in identifying solutions that enhance the client's success.
  • Be responsive and communicate with the client regularly.
  • Give proactive, practical advice to enable the client to make informed business decisions. 
  • Trust and respect the client in order to foster a strong, long-term relationship. 

Many of our M&A attorneys have previously served as in-house counsel, corporate board members, or advisory board members for companies. This collective experience has shaped our M&A attorneys’ perspective and provided valuable insight into the mindset of our clients.

Collaborative Teamwork

Our M&A attorneys approach engagements with a sense of teamwork – working together internally across multiple disciplines and working closely with our clients’ management and other internal and external advisors – to efficiently coordinate transactions and achieve optimal outcomes. Whether guidance is needed in environmental, employment, intellectual property, real estate, employee benefits, data security, tax planning, compliance, or any other legal area, we bring to the table the necessary expertise.

Industry Expertise

Industry Expertise

Calfee's M&A attorneys have significant experience representing clients in a wide range of sectors, including the following:

  • Banking
  • Biotechnology
  • Chemical
  • Construction
  • Consumer Products
  • Distribution
  • Energy
  • Entertainment and the Arts
  • Financial
  • Food and Beverage
  • Health Care and Life Sciences
  • Hospitality
  • Industrial and Manufacturing
  • Logistics
  • Mining and Utilities
  • Oil and Gas
  • Pharmaceutical
  • Real Estate
  • Retail
  • Software
  • Technology
  • Transportation, including Aviation and Trucking 

News & Events

News

PDF

Practice Contacts

Calfee's Corporate and Finance practice "draws from an impressive statewide team with a strong track record across a broad range of corporate and transactional matters. Areas of excellence include M&A, securities offerings, and private equity and venture capital fund formation. They also offer notable capital markets expertise, with particular strengths in acting for underwriters."

Researcher comments, Chambers USA

Jump to Page