- Antitrust and Trade Regulation
- Corporate and Business Organizations
- Financial Institutions
- Emory University School of Law, J.D., 2002
- Trinity University, B.A., 1998
Bar & Court Admissions
- Texas (inactive)
Adam is a partner in the Vorys Columbus office and chair of the public company group. His practice is focused on representing public and private companies in mergers and acquisitions, securities offerings, SEC compliance, reporting and disclosure (including Form 10-K, 10-Q and 8-K reporting and proxy statement disclosure), corporate governance (including executive compensation and NYSE/Nasdaq regulation) and general corporate matters. He also regularly advises public and private companies regarding compliance with the requirements of the Hart-Scott-Rodino Act (HSR).
Representative transactions include:
Representing Worthington Industries, Inc. in connection with its underwritten public offering of $250 million aggregate principal amount of 4.55% senior notes due 2026
- Representing M/I Homes, Inc. in connection with its concurrent underwritten public offerings of (a) $86,250,000 aggregate principal amount of 3.0% convertible senior subordinated notes due 2018 and (b) 2,461,000 common shares for combined net proceeds (before expenses) of $138.2 million
- Representing M/I Homes, Inc. in connection with its concurrent underwritten public offerings of (a) $57,500,000 aggregate principal amount of 3.25% convertible senior subordinated notes due 2017 and (b) 2,530,000 common shares for combined net proceeds (before expenses) of $97.1 million
- Representing Safelite Group, Inc. in its acquisition of six regional vehicle glass repair and replacement companies located across the United States
- Representing M/I Homes, Inc. in connection with its Rule 144A/Reg. S offering of $230 million aggregate principal amount of 8.625% senior notes due 2018 and subsequent registered exchange offer
- Representing The Scotts Miracle-Gro Company in connection with its underwritten public offering of $200 million aggregate principal amount of 7.25% senior notes due 2018
- Representing Park National Corporation in a variety of public company capital raising matters
- Representing several Japanese corporations in their acquisitions of U.S.-based manufacturers
- Representing several bank holding companies in their respective acquisitions and divestitures of other banks and bank holding companies through mergers, acquisitions of stock and acquisitions of branch locations
- Representing a variety of public companies in capital raising matters, including “shelf registrations” of securities and subsequent public offerings of common and preferred equity securities and senior, subordinated and convertible debt securities
Adam has spoken on various topics, including federal securities laws and executive compensation rules applicable to public companies.
Adam received his J.D. from the Emory University School of Law and his B.A. from Trinity University.
- 1/27/2015Adam Miller, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Compliance Week story regarding 2015 proxy filings and the increased focus that shareholders have on pay-for-performance and equity plans.
- 9/5/2014Vorys, Sater, Seymour and Pease LLP recently advised R.G. Barry Corporation in its sale to MRGB Hold Co., an affiliate of Mill Road Capital.
- 8/1/2014Vorys Advises Worthington Industries In Acquisition of Business of Midstream Equipment Fabrication LLCVorys recently advised Worthington Industries, Inc. in connection with its acquisition of the business of Midstream Equipment Fabrication LLC for a purchase price of $40 million.
- 4/16/2014Vorys advised Worthington Industries, Inc. in connection with its underwritten public offering of $250 million aggregate principal amount of 4.55% senior notes due 2026.
- 1/2/2013Vorys announced that Matthew E. Albers, Tiffany Bingham Briscoe, Daniel J. Clark, Whitney C. Gibson, Robert J. Krummen, Christina M. Lyons, Joseph B. Mann, Timothy B. McGranor, Adam L. Miller, Ariel A. Mullin, William H. Oldach, III, Nicholas M.J. Ray, and Michael J. Settineri have been named partners of the firm.
- 1/30/2015Vorys and Ernst & Young will present ‘Preparing for the 2015 Proxy and Annual Report Season’ on January 30, 2015.
- 1/23/2015Vorys and Ernst & Young presented ‘Preparing for the 2015 Proxy and Annual Report Season’ on January 23, 2015.
- 1/24/2014Vorys and Ernst & Young presented Preparing for the 2014 Proxy and Annual Report Season on January 24 in Columbus and January 30 in Cincinnati.
- 1/25/2013Vorys and Ernst & Young presented 'Preparing for the 2013 Proxy and Annual Report Season' on January 25.
- 1/20/2012Vorys and Ernst & Young presented 'Preparing for the 2012 Proxy and Annual Report Season' on January 20. Presenters discussed current issues and trends that companies will encounter as they prepare for the 2012 proxy and annual report season.
- 7/6/2015On July 1, 2015, the SEC issued proposed rules that would require listed issuers to: • adopt and comply with a policy requiring the recovery of excess incentive-based compensation from the issuer’s executive officers in the event of material accounting restatements; and • disclose the listed issuer’s clawback policy and certain information relating to the application of such clawback policy.
- 5/5/2015On April 29, 2015, the Securities and Exchange Commission (SEC) proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which directs the SEC to require additional “pay-versus-performance” disclosure in any proxy information statements in which executive compensation disclosure is required pursuant to Item 402 of Regulation S-K.
- 4/3/2015Securities Alert: SEC Amends Regulation A Exemption to apply to Offerings of up to $50 Million of Securities AnnuallyOn March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which provides an exemption from the registration requirements of the Securities Act of 1933 (Securities Act) for smaller securities offerings by private (non-SEC reporting) companies.
- 2/12/2015On February 9, 2015, the Securities and Exchange Commission (the SEC) proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which directs the SEC to require, by rule, each public company to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders of the company whether any employee or director, or any designee of such employee or director, is permitted to hedge the company’s equity securities.
- 1/13/2015It is once again time for public companies to march into proxy season. While the SEC has not adopted any significant new rules or amendments effective for the 2015 proxy season, you should keep the following items in mind as you prepare.
- 9/20/2013On September 18, 2013, the Securities and Exchange Commission proposed new pay ratio rules pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
- 11/21/2012On November 16, 2012, Institutional Shareholder Services Inc. (ISS) released the 2013 Updates to its U.S. Corporate Governance Policy (the 2013 Updates). The 2013 Updates will be effective for shareholder meetings on or after February 1, 2013, unless otherwise noted within the alert.