Board Counseling and Public Mergers & Acquisitions

Calfee’s broad M&A practice includes a wealth of experience advising public companies and their boards on takeover preparedness, fiduciary duties and responding to unwanted overtures.  We can be a valuable legal advisor to our clients in responding to unsolicited proposals or, if appropriate, assisting them with a review of strategic alternatives. 

We are well equipped to provide assistance in fashioning appropriate responses to unsolicited proposals and to help you prepare for a wide-range of potential outcomes.  Our lawyers have been involved in counseling all of the various parties involved in takeover proposals (bidders, targets, special committees, lenders, intervening bidders, financial advisors, etc.), so we understand the perspectives of all of the players involved.  Traditional counseling in this area is carefully balanced against the various fiduciary duty, corporate governance and investor relations perspectives, including for example the impact and likely response by institutional shareholder groups (including RiskMetrics) to certain strategies or protective measures. 

In the event that the client ultimately determines to pursue a strategic transaction, we have the breadth of experience to assist the client in efficiently negotiating and closing the deal, including all of the related securities counseling expertise to assist in preparing the proxy statements, tender offer documents or other filings required in connection with a public company deal.

  • AirNet Systems/affiliate of Bayside Capital (Ohio counsel for buyer)
  • Camelot Music/Trans World Entertainment Corporation (represented target)
  • Camelot Music/Spec’s Music (represented buyer)
  • First Energy/Centerior Energy (represented financial advisor for buyer)
  • GEON/M.A. Hanna (represented financial advisor)
  • Invacare Corporation/Suburban Ostomy Supply (represented buyer)
  • LNB Bancorp./Morgan Bank (represented buyer)
  • McDonald Investments/KeyBank (represented target)
  • Medusa Corporation/Southdown (represented target)
  • Mr. Coffee/Health-o-Meter (represented target)
  • North Coast Energy/EXCO Resources (represented target)
  • OfficeMax/Boise Cascade (represented financial advisor for target)
  • Reliance Electric/Rockwell International (represented target)
  • Reynolds and Reynolds/Universal Computer Systems (Ohio counsel for target)
  • Scott Technologies/Tyco International (represented target)
  • Seaway Food Towns/Spartan Stores (represented target)
  • Signature Brands/Sunbeam Products (represented target)
  • Travel Centers of America/Travel Ports (represented buyer)