Board Counseling and Public Mergers & Acquisitions

Calfee’s broad M&A practice includes a wealth of experience advising public companies and their boards in connection with mergers, acquisitions and other strategic transactions. In addition to representing public company buyers and sellers, we also have extensive experience advising boards on shareholder activism, takeover preparedness, fiduciary duties, and SEC and stock exchange requirements.

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 ISS) to certain strategies or protective measures.

Our experience representing public company buyers and sellers, as well as their financial advisors, has provided us with the expertise to provide our clients with the guidance needed to successfully navigate the complexities of public company mergers and acquisitions. Our range of experience - we have represented public companies in mergers and acquisitions ranging in size from less than $5 million to over $3 billion - enables us to provide advice and assistance tailored to address the unique needs of our clients and the individual circumstances of their transactions.

We are also well equipped to provide assistance in preparing for shareholder activism and responding to activist campaigns (including proxy contests), fashioning appropriate responses to unsolicited proposals and to help you prepare for a wide-range of potential outcomes in the event that the client ultimately determines to pursue a strategic transaction.

  • 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)