Karla Rogers

Practice Areas

Real Estate Law

Construction Law

Corporate and Finance

Mergers, Acquisitions, Divestitures and Sales

Commercial Lending

Private Equity

Environmental Law

Public/Private Partnership Law

Career

As Co-Chair of Calfee’s Real Estate group, Karla Rogers counsels publicly and privately held clients on all aspects of real estate and commercial finance law. She represents clients in property development, acquisitions, mergers, leasing and dispositions involving real property holdings.

Karla enjoys getting to know her clients and their businesses in order to provide practical and creative solutions to their real estate, commercial, finance and corporate law needs.

She counsels clients in all aspects of real estate acquisitions and divestitures, including structuring transactions, land assemblage, land use, zoning and permitting compliance. Karla works extensively on all real estate components of corporate acquisitions, mergers and divestitures. She counsels clients on purchase and sale agreements title, survey and other real estate matters in connection with individual and multi-site acquisitions and sales.

Karla is experienced in negotiating and drafting commercial, industrial and retail leases on behalf of both landlords and tenants.

She also represents institutional lenders and public and privately held borrowers in connection with structuring, negotiating and drafting real estate financing agreements and facilitating secured financing transactions.

Karla joined Calfee in 1998 and was elected Partner in 2009. She began serving as Vice Chair of the Real Estate practice group in 2020 and Co-Chair in 2024. Karla is involved in Calfee’s mentoring program.

Previously serving as the Director of Governmental Affairs for the Building Industry Association of Cleveland & Suburban Counties, Karla also served as an Associate with Taft, Stettinius & Hollister.

Professional Memberships

Ohio State Bar Association, Member

Cleveland Metropolitan Bar Association, Member

Leadership Council on Legal Diversity, Volunteer Mentor

Shoes and Clothes For Kids, Former Board Member

Chicago Title Insurance Company Advisory Board, Former Member

Publications

Karla is often a featured speaker at various legal seminars. She has been a featured speaker at the National Business Institute seminars titled "Handling Real Estate Transactions from Start to Finish."

She has also spoken at numerous Ohio State Bar Association seminars involving commercial real estate law topics.

Expert in these Jurisdictions

Ohio

Experience

In 2023, Calfee’s Real Estate Group assisted a professional services agency client with five locations in the USA with the review, diligence, and Landlord consents for seven leased properties located on the East Coast and West Coast of the U.S. The client acquired the equity interests of a manufacturer, which leases large warehouse facilities in four states.

Represented a family wealth management firm’s 2022 sale of the equity interest in an operating limited liability company, finalization of the construction of a manufacturing facility, and a sale/leaseback involving a third-party institutional real estate corporation. Calfee’s work included the negotiation and drafting of real property purchase agreements, a membership interest purchase agreement, and various closing documents on both the corporate divestiture and sale/leaseback as well as navigating the finalization of the construction of the manufacturing facility.

Providing legal counsel in an ongoing representation of affiliated joint ventures and development projects throughout Ohio for a development and construction company. Calfee provides legal counsel in an ongoing representation of an affiliated joint venture involving the development of a former governmental facility and adjoining property to a 150+-acre, mixed-use development. As part of our ongoing representation, we have assisted this client with acquiring and financing the parcels in this development involving multi-family housing as well as the relocation of this client’s corporate headquarters to this development. This representation includes the drafting and negotiation of the development agreement amendment, drafting and negotiation of financing documents, public finance documents, residential leases, and other site assemblage matters. Additionally, our firm’s ongoing representation for this client includes overall site development work and coordination with a publicly traded Fortune 500 company, which acquired the property from the joint venture.

Representing a publicly traded, Fortune 1000 company and its affiliated companies on the real estate aspects of various corporate and real estate acquisitions, divestitures, and leasing matters. Calfee’s work includes due diligence review, title, survey, property condition evaluations, easement agreements, and zoning analysis for owned real properties located in the U.S. Southeast and West Coast, and lease analysis involving properties throughout the United States. We also are negotiating new lease agreements and lease amendments for other related facilities as well as stock purchase agreements, membership interest agreements, and asset purchase agreements. We have represented the client and its subsidiaries in connection with several corporate transactions involving negotiating new leases and assignments of leases. We have represented a subsidiary company and its affiliated entities on a ground lease as well as various lease amendments, lease reviews, and other corporate real estate counsel in the United States and Canada.

Representing a leading natural resources provider and its various subsidiaries on all aspects of real estate transactions throughout the United States, serving as their go-to “in-house” counsel on a variety of transactions. This ongoing representation includes advising the client on strategic business matters as well as drafting and negotiating purchase and sale agreements, lease agreements, easements, licenses, access agreements, transloading agreements, occupancy agreements, non-disclosure agreements, brokerage listing agreements, due diligence reviews, real estate title and survey reviews, zoning and permitting analyses, and drafting closing documents.

Representing a Midwest HVAC company portfolio company and its affiliated private equity firm on the sale/leaseback of properties located in two states to a real estate corporation. This representation included drafting and negotiating purchase and sale agreements, lease agreements, escrow agreements, closing documents, guaranties, and other ancillary documents. This representation also included assignments of various tax incentive agreements.

Handled the real estate aspects of several corporate transactions involving a significant private equity client and their platform subsidiaries. We drafted and negotiated stock purchase agreements, asset purchase agreements, and lease agreements.

Served as litigation counsel for a publicly traded, Fortune Global 500, European company client in connection with an attempt to exercise a right of first refusal for an industrial property. The client is the successor in interest to certain parcels of real property in the Midwest. An adjoining landowner gave the client company’s predecessor a right of first refusal to purchase its property, but it later transferred the property to an affiliated entity and sold the entity’s membership interests to a third party. The client's operations would have been adversely impacted by the current owner's intended use, but Calfee was able to obtain a favorable settlement for the client that involved the transfer of a portion of the disputed property.

Representing a leading electronics supplier in relation to payment disputes and other disputes with the design-builder for a project involving the design and construction of a warehouse.

Represented a mining company on a 3,000-acre mining lease in West Texas involving lease negotiations, site due diligence, and project management.

Represented numerous clients in connection with sale/leaseback transactions involving institutional investor purchasers/landlords and properties located throughout the U.S.

Represented a joint venture for the purchase of former automotive plants for large-scale industrial redevelopments in Northeast Ohio.

Represented a joint venture in connection with entering into a development agreement with a local Ohio municipality and community improvement district for the remediation and development of a former governmental facility to a 100-acre mixed-use development.

Represented a joint venture in connection with the sale of property to a Fortune 500 company for the development of its research and development worldwide headquarters.

Represented a joint venture in connection with the acquisition and redevelopment of a lakefront property into a proposed marina, hotel, and residential development.

Representing a mining company in connection with the acquisition and divestiture of multiple real estate holdings, mineral leases, transloading leases, and day-to-day real estate operations throughout the U.S. and Canada.

Representing several Northeast Ohio private equity funds in connection with multiple corporate acquisitions, divestitures, and leasing involving real estate holdings throughout the U.S.

Representing a public manufacturer and marketer of specialty chemicals, coatings, and sealants in the acquisition and leasing of its real property holdings throughout the U.S. and Canada.

Represented a privately held company in connection with the assemblage, acquisition, and leasing of real properties in Northeast Ohio for a mixed-use student housing and retail project.

Represented a joint venture involved in the acquisition, financing, and development of a historic Cleveland downtown mixed-use apartment project.

Represented a Northeast Ohio joint venture involved with the acquisition of property for a large-scale, mixed-use redevelopment project.

Represented a joint venture involved in the acquisition, financing, and development of a large-scale, mixed-use development (retail, office, hotel, and apartment) in Northeast Ohio.

Represented a public food and hospitality company in its divestiture of properties throughout the U.S.

Education