- Corporate and Business Organizations
- Financial Institutions
- Government Relations
- University of Michigan Law School, J.D., 2000
- University of Pennsylvania, B.A., 1997, cum laude
Bar & Court Admissions
Aaron is a partner in the Vorys Akron office and a member of the corporate group. He regularly represents issuers, underwriters, developers and conduit borrowers on tax-exempt and taxable borrowings to support their projects. In addition, Aaron counsels developers, operating companies, political subdivisions and investors on utilizing tax credits, economic development incentives, abatements, economic development financing mechanisms, public-private partnerships and special economic development entities to assist in the development and redevelopment of property and the creation of jobs and economic growth.
His notable experience includes:
- Represented the developer in a multi-layered, public-private partnership financing transaction that won Central Ohio NAIOP’s Most Creative Deal Structure award. The transaction included three public bond issuances, complex easements, and TIF and CRA incentives to support the construction of the first phase of a $100M+ mixed-use project called The Pointe at Polaris.
- Represented an operating company in the redevelopment of an approximately 20 acre urban brownfield site through a joint venture with a developer into a mixed use site including the company’s world headquarters, other office buildings, community space, an amphitheater, apartments, and more; securing various funding methods including TIF, CRA, JobsOhio grants and loans, City grants, and brownfield funds.
Represented a port authority in connection with the issuance of bonds and tax increment backed notes to finance the construction of airport facilities
Represented an underwriter in connection with the issuance of tax increment backed bonds to finance the redevelopment of a public parking garage supporting approximately 260,000 square feet of office development and 290,000 square feet of retail development.
Professional and Community Activities
- Anti-Defamation League Cleveland Regional Board Member 2016-present
Honors & Awards
- Ohio Super Lawyers Rising Stars, Bonds/Government Finance, 2005-2006, 2010
- 2/23/2018The Vorys Economic Development Incentives Conference was held on February 23, 2018 in Columbus, OH.
- 2/24/2017Vorys hosted the 2017 Ohio Economic Development Incentives Conference on February 24, 2017 in Columbus, Ohio.
- 5/10/2016Vorys attorneys Aaron Berke and Scott Ziance were speakers at the Grow Licking County Economic Development Series on May 10 and 12, 2016.
- 2/12/2016Several Vorys attorneys will be speakers at the Ohio Economic Development Incentives Conference on February 12, 2016.
- 1/19/2012Vorys attorneys Tom Trotter, Blake Beachler and Aaron Berke presented a complimentary teleseminar on January 19.
- 11/12/2018Considering a headquarters relocation or the construction of a new facility? As you navigate seeking incentives for your projects, it is important to keep in mind that many of the public entities that you will be negotiating with are subject to various “sunshine laws” that could lead to public disclosure of your project before you are ready to have the information become public.
- 7/3/2018In the Summer 2018 edition of Development Incentives Quarterly, read our Top 10 most interesting facts about the Foxconn deal, read a recap of the Ohio Supreme Court decision on what takes priority – a TIF exemption or another exemption, and seven interesting things to know about the City of Columbus' proposed incentives policy.
- Spring 2018Vorys third annual Economic Development Incentives Conference – hosted in February – welcomed more than 160 guests from several states across the country.
- 3/23/2018In the Spring 2018 edition of Development Incentives Quarterly, read a Q&A with Chris Chung, CEO of North Carolina’s Economic Development Partnership; learn about strategies for successfully obtaining New Market Tax Credit financing; and see a recap of Vorys’ 2018 Economic Development Incentives Conference.
- 11/15/2017In the Fall 2017 edition of Development Incentives Quarterly, read a Q&A with Kenny McDonald, president and chief economic officer of Columbus 2020; learn about how the new effective date for the Ohio historic preservation tax credit certificates could cause a delay in claiming credit; and learn more about what it mean now that Illinois was reinstated and revised the EDGE Tax Credit.
- 8/9/2017In the Summer 2017 edition of Development Incentives Quarterly, learn five more common TIF misconceptions, read about the growing pains municipalities are facing with GASB 77 and find out which Ohio county auditors will complete the required six-year tax appraisal of all properties located in their counties this year.
- 4/10/2017In the Spring 2017 edition of Development Incentives Quarterly, learn five common TIF misconceptions, learn more about the two significant developments related to Ohio Historic Preservation Tax Credits that happened at the end of 2016 and read a recap of the Vorys Ohio Economic Development Incentives Conference.
- 11/15/2016In the Fall 2016 edition of Development Incentives Quarterly, learn more about Downtown redevelopment districts and about the federal New Markets Tax Credit (NMTC) program.
- 8/1/2016In the Summer 2016 edition of Development Incentives Quarterly, read about the long sought-after clarification as to whether Community Reinvestment Act credit is available for Historic Tax Credit financed projects and the proposed regulations regarding so-called “50(d) income” affecting historic tax credit transactions and energy tax credit transactions.
- 5/20/2016On May 17, 2016, the SEC updated its Compliance & Disclosure Interpretations (C&DIs) concerning the use of non-GAAP financial measures. The new guidance focuses on the calculation and presentation of non-GAAP financial measures in SEC filings and earnings releases subject to Regulation G and/or Item 10(e) of Regulation S-K.
- 8/10/2015On August 5, 2015, the SEC voted 3-2 to adopt the final pay ratio disclosure rules imple¬menting Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act).
- 7/30/2015In mid-2000, the SEC adopted Regulation FD to protect investors by creating a level playing field for all investors for access to material, nonpublic information. The SEC’s primary concern was that selective disclosure, and the perception of selective disclosure to analysts and institutional investors, of material, nonpublic information, leads to a loss of investor confidence in the integrity and fairness of the securities markets.
- 7/30/2015On June 9, 2015, the Federal Reserve, OCC and FDIC (as well as the SEC, CFPB and NCUA) issued a final interagency joint policy statement (JPS) establishing standards for assessing the diversity policies and practices of the entities they regulate.
- 7/30/2015Imagine the following scenario: your bank has just announced an agreement to be acquired by a larger institution that is entering your market for the first time. Two months into the process your CEO, CFO and chief lender tell the board that they have decided to accept offers from local competitors because (a) they will make more money, (b) they have a built-in customer following and (c) despite good relations with the buyer they are uncertain as to their future and have families to consider.
- 7/30/2015As the M&A environment heats up and industry chatter increases, banks and their boards need to be prepared to take advantage of strategic opportunities. Boards should have an M&A strategy in place and this preparation needs to take place before the situation arises.
- 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.
- Spring 2015As 2015 gets under way, bank compensation committees are tasked with setting the bank’s executive compensation strategy for the year and effectively communicating that compensation structure to shareholders. Compensation committees need to strike a balance between a compensation program that attracts and retains employees and encourages those employees to take appropriate business risks while advancing the bank’s growth strategies and discouraging inappropriate risks.
- Spring 2015Maybe at one time your company was reporting to the Securities and Exchange Commission (SEC) and your company’s stock was listed on The NASDAQ Stock Market (NASDAQ). You were relieved when the Jumpstart Our Business Startups Act allowed you to terminate your SEC registration, even though it meant that your stock could no longer be listed on NASDAQ.
- Spring 2015During the past three years, a significant number of community banks and their holding companies (collectively, banks) throughout the United States elected to “go dark” by taking advantage of a provision in The Jumpstart Our Business Startups Act (JOBS Act). These banks were able to suspend their reporting obligations under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) and deregister with the Securities and Exchange Commission (SEC) because they had fewer than 1,200 shareholders of record.
- 3/23/2015Enhanced Opportunities for Community Banks: The Federal Reserve’s Proposal to Raise the Threshold for Qualifying as a “Small” Holding Company from $500 million to $1 billion in Consolidated AssetsIn December 2014, Congress modified portions of Dodd-Frank to provide additional opportunities to reduce the regulatory burden on community banks. In response to this legislation, on January 29, 2015 the Federal Reserve Board (FRB) requested comment on several related proposals (and an interim rule) focused primarily on increasing the number of holding companies eligible for the reduced reporting and other requirements under the “small” holding company exclusion.
- 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.
- Winter 2014Following an extended dry spell for de novo bank applications, in what could be interpreted as a gesture to “kick-start” de novo conversations, the FDIC issued in November a somewhat “out of the blue” financial institutions letter (FIL-56-2014) containing a series of Q&As relating to procedural issues surrounding applications for deposit insurance.
- Winter 2014The Status, Issues and Relevant Ongoing Questions Related to DOMA Same-Sex Marriages, Secured Lending Transactions and Related Collection Issues in OhioWhen bankers see news reports about the Defense of Marriage Act (DOMA), Ohio’s Marriage Amendment and recent court cases involving same-sex marriages, they probably think in terms of constitutional, health care, employment and domestic issues.
- Winter 2014Both state and federal bank regulatory exam reports use references to Matters Requiring Attention (MRAs), Matters Requiring Board Attention (MRBAs) and Matters Requiring Immediate Attention (MRIAs) as mechanisms for bringing issues and concerns to the attention of financial institution boards.
- Winter 2014Community banks and thrifts have great reputations for their focus on customer service. Management and boards of financial institutions are accustomed to being thoroughly engaged and focused on maintaining and monitoring good relationships with their key customers at all levels.
- Summer 2014With developments over the recent years that include a number of high profile data breaches (e.g., Snowden and Target), the National Institute of Standards and Technology release of its recommendations titled the "Framework for Improving Critical Infrastructure Cybersecurity," and the enhanced regulatory exam focus on identifying an institution’s preparation and protections related to cyber risks, institutions and boards that fail to focus and create plans to deal with cyber risks do so at their own peril.
- Summer 2014Life as a mutual thrift is a good news/bad news proposition. The "good news" is that you’re not constantly facing shareholder pressures for performance and returns because you don’t have shareholders to worry about. The "bad news" is that your only current direct option for raising capital, when needed or desired, is severely restricted to the long-term mechanism of accumulating retained earnings.
- Summer 2014While the "big" banks and bank holding companies have been issuing preferred stock to raise capital for years, we have recently seen increased interest from community banks and bank holding companies in issuing convertible preferred stock to raise capital. In the past 12 to 18 months, there have been a number of convertible preferred stock offerings, including both registered offerings and private placements, by community bank and thrift holding companies.
- Summer 2014On February 24, 2014, the Federal Reserve provided better insight into issues that may delay or prevent its approval of applications and notices relating to transactions, including mergers and branch or line of business expansions. The Federal Reserve’s supervisory letter also announced that it would begin publishing a semi-annual report in the second half of 2014 to enhance transparency in the bank applications and notice process.
- Spring 2014Jeffrey E. Smith, Anthony D. Weis and Thomas O. Ruby, partners in the Columbus office, authored this article on Issues in Participation Agreements, Continued for the Spring 2014 issue of The Bankers' Statement.
- Spring 2014Brenda K. Bowers, of counsel in the Columbus office, authored this article on Ohio House Bill — The Ohio Legacy Trust Act and Due Diligence Concerns for the Spring 2014 issue of The Bankers' Statement.
- Spring 2014Susanne M. Hopkins, a partner in the Washington, D.C. office, authored this article on Patent Trolls Continue to Target Financial Institutions, but Change May Be Near for the Spring 2014 issue of The Bankers' Statement.
- Spring 2014David A. Froling, a partner in the Columbus office, authored this article on New Focus on Tax Sharing Agreements for Financial Institutions for the Spring 2014 issue of The Bankers' Statement.
- 10/21/2013Statutory protections, indemnification and director and officer liability insurance (D&O insurance) all combine to provide some level of comfort and protection to bank directors in the proper performance of their duties as directors. The hope is that directors can begin and complete their terms of office knowing that these protections exist, but never having to call on the protections or their potential limitations.
- 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.
- 1/23/2013On December 20, 2012 Governor John Kasich signed into law Amended Substitute House Bill 510 to change the way Ohio taxes financial institutions. Beginning January 1, 2014, Ohio imposes a new business privilege tax on financial institutions doing business in Ohio.
- 1/21/2013On January 10, 2013, the Consumer Financial Protection Bureau (CFPB) issued a number of mortgage-related rules, including its long-awaited qualified mortgage (QM) rules in an 804-page set of complex guidelines for residential real estate lending mandated by the Dodd-Frank Act. The rules take effect in January 2014.
- 1/18/2013Bankers will recall that certain mortgage servicing organizations, many affiliated with large banking organizations, agreed to a comprehensive settlement process with regard to a variety of claims relating to residential mortgages generated in the 2009-2010 timeframe as part of enforcement actions commenced in 2011.
- 1/4/2013The banking world has been rocked in recent weeks by news of very significant settlements between banks and federal regulators for alleged violations of laws and regulations pertaining to bank secrecy and money laundering. The level of these settlements should serve to remind bankers that the regulatory agencies take compliance with those laws and regulations very seriously.
- 1/2/2013As all bankers know, the FDIC as receiver has "ramped up" it’s efforts to bring actions against directors, officers and "institution-affiliated parties" (IAPs) of failed institutions during the current banking challenges. The FDIC may elect to bring suit against former IAPs and others based upon simple negligence or gross negligence, and actions for both are often included in the complaint.
- 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.
- 10/3/2012Securities Alert: NYSE Amends Rule Filing To Correct Effective Dates of Compliance with New Compensation Committee and Compensation Adviser Independence StandardsOn October 1, 2012, New York Stock Exchange LLC (NYSE) amended the proposed listing standards it issued on September 25, 2012 implementing the requirements imposed by Section 10C of the Securities Exchange of 1934 and Exchange Act Rule 10C-1.
- 10/1/2012Securities Alert: NYSE, NASDAQ Propose Rules Regarding Compensation Committee and Adviser IndependenceOn September 25 and 26, 2012, respectively, New York Stock Exchange LLC (NYSE) and The NASDAQ Stock Market LLC (NASDAQ) proposed amendments to their listing standards to comply with the requirements of Section 10C of the Securities Exchange Act of 1934 (the Exchange Act), as set forth in Exchange Act Rule 10C-1, relating to the independence of compensation committees and compensation advisers.
- 6/26/2012Securities Alert: New SEC Rule and Disclosure Requirements Adopted Governing Compensation CommitteesOn June 20, 2012, the Securities and Exchange Commission (SEC) adopted a new final rule and amendments to current proxy disclosure rules regarding compensation committees. The new rule implements compensation committee listing requirements.
- 6/4/2012In recent examinations, the FDIC has identified issues arising from the existence of "optionality" provisions in participation agreements that provide the originating lender with the option of repurchasing the participated portion of the loan upon a borrower default.
- 4/9/2012Client Alert: Bankers Beware: Copying and Removal of Confidential Financial Institution and Supervisory Information Can Lead to FDIC ActionBank officers and directors, as well as bank legal counsel should take heed of the FDIC's Financial Institution Letter dated March 19, 2012 (FIL-14-2012).
- 3/9/2012In a long-awaited move, the U.S. House on Thursday passed, as part of the JOBS Act, proposed legislation that includes raising the threshold for SEC registration for banks and bank holding companies from 500 shareholders to 2,000 shareholders. The threshold for deregistration would be increased from 300 shareholders to 1,200 shareholders.
- 1/26/2012The New York Stock Exchange (NYSE) published Information Memo 12-4 on January 25, 2012, in which NYSE altered its previous position under NYSE Rule 452 of allowing brokers to vote customer shares in certain situations without specific client instructions.