Steven C. Karzmer

Steve serves as a Leader of the firm’s ESOP Formation and Operation group. His practice focuses on counseling primarily privately held company clients with respect to transactional matters including mergers and acquisitions, ESOP formation, and a wide range of general corporate, business, and finance matters, including corporate governance, early-stage investing, and a variety of commercial contracts.

Steve effectively serves as outside general counsel to a number of private companies that do not have in-house legal departments. As such, Steve advises clients on a wide variety of day-to-day legal matters, including employment and consulting agreements, non-competition agreements, executive compensation arrangements, and distribution agreements.  

Steve also serves as a Leader of the firm's Public Company M&A and Board Counseling practice. His clients range from start-ups to public companies and across various industries, including construction, advertising, finance, software, and manufacturing.

Steve has been recognized as a Leading Lawyer in Corporate/M&A Law by Chambers USA, Band 3 in Ohio: South & Central (2023-2024). Clients provided the following feedback to Chambers USA, "Steve is an amazing attorney who quickly and efficiently meets our company's needs and goals. Steve is a very responsive and practical member of the team."

Steve has been selected for inclusion in The Best Lawyers in America^® for Corporate Law and Mergers and Acquisitions Law (2013-2025). He has been recognized by Best Lawyers as the 2022 "Lawyer of the Year" for Mergers and Acquisitions Law in Columbus, Ohio.

Steve has been a member of the Firm’s Executive Committee since 2014. He is active in community matters in New Albany and Columbus. He is a student coach for the Handshake Foundation. 

Prior to joining Calfee, Steve was an associate with the law firms of Stroock & Stroock & Lavan in New York City and Lucash, Gesmer & Updegrove in Boston. He was a Partner with the firm of Goldstein & Manello, P.C. before joining Calfee as a Partner in 2000. He is a member of the Ohio, New York, and Massachusetts Bar Associations.

Honors & Recognitions

• Chambers USA, Corporate/M&A, Band 3, Ohio: South & Central (2023-2024)
• The Best Lawyers in America, Corporate Law and Mergers and Acquisitions Law (2013-2025) 
• The Best Lawyers in America^® 2022 "Lawyer of the Year" for Mergers and Acquisitions Law in Columbus, Ohio

Education

J.D., New York University School of Law, 1988

B.A., with honors, Phi Beta Kappa, The Ohio State University, 1985

Experience

Corporate Transactions

• 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 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 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)
• 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 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 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)

ESOP Representations

• Served as sole corporate and ESOP counsel to a national trustee for ESOP companies headquartered in Southeastern U.S., advising the client in evaluating and negotiating all aspects of serving as trustee in a transaction in which a holding company for 25 direct and indirect subsidiaries would sponsor an ESOP and become a 100% ESOP-owned company, including the pre-closing reorganization of existing holding and operating companies, special environmental indemnities, the purchase and sale agreement, tax planning and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholders and designing deferred compensation plans for the executive employees. (2024)
• Served as sole corporate and ESOP counsel to a national trustee for ESOP companies headquartered in Southeastern U.S., advising the client in evaluating and negotiating all aspects of serving as trustee in a transaction in which a worldwide leader in product packaging would sponsor an ESOP and become a 100% ESOP-owned company, including the pre-closing reorganization, the purchase and sale agreement, tax planning and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholders and designing deferred compensation plans for the executive employees. (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)

Professional & Community

• Handshake Foundation, Student Coach 

Client Feedback

• "Steven is an amazing attorney who quickly and efficiently meets our company's needs and goals." – Chambers USA 2023 client quote
• "Steve is a very responsive and practical member of the team." – Chambers USA 2023 client quote