Corporate and Business Organizations

Federal and State Securities Law Compliance

Many of our lawyers focus their practices on securities issues. We have broad experience in all aspects of securities law compliance – from corporate governance and compliance with federal and state securities laws to public and private securities offerings and transactions involving a wide range of business structures. We use that experience to assist our clients in navigating the increasingly complex, and constantly changing, regulatory framework imposed by the Securities and Exchange Commission (SEC), other federal regulators and national securities exchanges, as well as by state corporate law and regulators. Because many of our clients are organized under Ohio and Delaware law, our lawyers have particular proficiency in the corporate and securities laws of those states.

Securities Exchange Act of 1934

Large and small publicly held companies seek our counsel on many different federal and state securities compliance and disclosure matters. We assist our public company clients in preparing their periodic and current reports required under the Securities Exchange Act of 1934 and provide counseling on proxy solicitations and shareholder communications. We regularly interact with representatives of the SEC and the national securities exchanges regarding disclosure obligations and compliance with corporate governance standards. Our lawyers also advise our clients on the reporting and short-swing profit obligations of directors, officers, and significant shareholders, as well as on insider trading prohibitions. Our experience with banking laws as well as the regulatory framework under the Securities Exchange Act of 1934 has enabled us to advise numerous clients with respect to the various programs arising from the Emergency Economic Stabilization Act of 2008 and the American Recovery and Reinvestment Act of 2009. In the course of our representation, we have addressed not only the regulatory requirements but also the implications of these programs upon executive compensation and corporate governance decision-making.

Public and Private Securities Offerings and Venture Capital

We provide corporate finance and securities representation to public and private companies and investors in many industries, including retail, manufacturing, insurance, consumer products, home building, information technology, restaurant, financial institutions, air transportation, and energy. Our investor clients include private and angel investors, venture capital firms, and various lenders.

Our lawyers assist our clients with all types of securities transactions under the Securities Act of 1933 and Ohio state securities laws, including registered public offerings of equity and debt securities involving initial public offerings, secondary offerings, exchange offers and business combinations and “shelf registrations”, private offerings of equity and debt securities by both public companies and privately-held companies, and going private transactions.

Our securities practice is client-focused. We believe it is crucial to understand our clients’ businesses and business needs so that we may provide efficient and timely securities representation that is responsive to those needs. We believe in providing first-class legal services that are carefully focused on our clients’ goals.

Our lawyers have been involved in the following recent securities offerings and transactions, among others:

We advised FirstMerit Corporation in its second "At-The-Market" Equity Offering, pursuant to which it may, from time to time, offer and sell shares of its common stock, no par value, having aggregate gross sales proceeds of up to $150,000,000
We represented A. Schulman, Inc. in connection with its offering of shares of its common stock upon its acquisition of ICO, Inc.
Vorys acted as counsel to The Scotts Miracle-Gro Company in connection with its underwritten public offering of $200,000,000 aggregate principal amount of 7.25% senior notes due 2018
Vorys acted as counsel to M/I Homes, Inc. in connection with its underwritten public offering of 4,475,600 common shares for net proceeds (before expenses) of approximately $52.8 million.
We advised FirstMerit Corporation in its recent "At-The-Market" Equity Offering, pursuant to which it may, from time to time, offer and sell shares of its common stock, no par value, having aggregate gross sales proceeds of up to $100,000,000
We advised Park National Corporation in its recent "At-the-Market" Equity Offering, pursuant to which it may, from time to time, offer and sell its common shares, without par value, having aggregate gross sales proceeds of up to $70,000,000 (subject to a maximum aggregate of 1,050,000 common shares offered and sold)
We represented Park National Corporation, Peoples Bancorp Inc., First Defiance Financial Corp., and First Citizens Banc Corp in their respective sales to the U.S. Treasury of fixed rate cumulative perpetual preferred shares, and related warrants to purchase common shares, as part of the U.S. Treasury’s TARP Capital Purchase Program
We advised FirstMerit Corporation in both (i) its sale to the U.S. Treasury of fixed rate cumulative perpetual preferred shares, and a related warrant to purchase common shares, as part of the U.S. Treasury’s TARP Capital Purchase Program, and (ii) its subsequent repurchase from the U.S. Treasury of the preferred shares and related warrant
Our lawyers represented M/I Homes, Inc. in its “shelf registration” of debt securities, common shares, preferred shares, depositary shares and warrants, which may be issued from time to time with an aggregate offering price of up to $250 million
We advised Bob Evans Farms, Inc. in the private placement by its subsidiary BEF Holding Co., Inc. of $70 million original principal amount of senior unsecured fixed-rate notes
Our lawyers represented First Citizens Banc Corp in the registration and issuance of 2,343,617 common shares, together with approximately $16.823 million in cash, in the merger with Futura Banc Corp.
We represented The Scotts Miracle-Gro Company in its recent special dividend and recapitalization
Our lawyers advised Park National Corporation in the registration and issuance of 792,937 common shares, together with $87.8 million in cash, in the merger with Vision Bancshares, Inc. and the registration and issuance of 86,137 common shares, together with $9.052 million in cash, in the merger transaction involving the acquisition of Anderson Bank Company
We acted as Ohio counsel to Retail Ventures, Inc. in its offering of $125,000,000 aggregate principal amount of Premium Income Exchangeable Securities^SM
We advised Worthington Industries, Inc. in the private placement of $100 million aggregate principal amount of unsecured floating rate senior notes
We served as Ohio counsel to a retail corporation in its offering of more than 15 million shares of its common stock

Our public-reporting clients include the following companies: Abercrombie & Fitch Co.; A. Schulman, Inc.; Big Lots, Inc.; Bob Evans Farms, Inc.; Camco Financial Corporation; Diamond Hill Investment Group, Inc.; First Defiance Financial Corp.; FirstMerit Corporation; M/I Homes, Inc.; NB&T Financial Group, Inc.; Ohio Valley Banc Corp.; Park National Corporation; Peoples Bancorp Inc.; Retail Ventures, Inc.; The Scotts Miracle-Gro Company; and Worthington Industries, Inc.

Corporate and Business Organizations

Federal and State Securities Law Compliance

Securities Exchange Act of 1934

Public and Private Securities Offerings and Venture Capital

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