Sarah R. D'Amore
Practice Areas
Education
- Cleveland-Marshall College of Law, Cleveland State University J.D., 2013, magna cum laude
- Journal of Law and Health, executive editor, 2012-2013
- University of Dayton, Master of Public Administration, 2010
- Miami University, B.A., 2008
Bar & Court Admissions
Sarah is an associate in the Vorys Cleveland office and a member of the corporate group and the firm's public company subgroup.
Sarah routinely counsels publicly traded clients as a key member of outside general counsel teams in Securities Exchange Act of 1934 reporting and compliance, including preparing and filing periodic, current and annual reports (Form 8- Ks, Form 10-Qs, and Form 10-Ks), proxy statements and registration statements, compliance with stock exchange requirements, planning and managing annual shareholder meetings, and providing strategic advice relative to shareholder views and disclosure considerations. She assists boards of directors and senior management teams of publicly traded clients with corporate governance matters, Section 16 reporting obligations and Rule 144 compliance.
Sarah also advises private equity funds, private equity-backed companies, venture capital funds, and emerging growth companies on matters relating to capital formation, recapitalizations, joint ventures, domestic and international mergers and acquisitions, corporate governance, private placements and compliance with securities regulations.
Her career highlights include:
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Represented Farmers National Banc Corp. (NASDAQ) in its acquisition of Cortland Bancorp (formerly NASDAQ) for approximately $128.5 million
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Represented M/I Homes, Inc. (NYSE) in connection with its Rule 144A/Regulation S offering of $300 million aggregate principal amount of 3.950% senior notes due 2030 and subsequent registered exchange offer
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Represented The Scotts Miracle-Gro Company (NYSE) in connection with its Rule 144A/Regulation S offering of $400 million aggregate principal amount of 4.375% senior notes due 2032
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Represented The Scotts Miracle-Gro Company (NYSE) in connection with its Rule 144A/Regulation S offering of $500 million aggregate principal amount of 4.000% senior notes due 2031
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Represented Air Transport Services Group, Inc. (NASDAQ) in connection with its Rule 144A/Regulation S offering of $200 million aggregate principal amount of 4.750% senior notes due 2028
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Represented Worthington Industries, Inc. (NYSE) in connection with the acquisition by its Steel Processing business segment, along with its 55% consolidated joint venture TWB Company, LLC, of certain assets of the Shiloh Industries U.S. BlankLight® business, a provider of laser welded solutions
- Represented Plaskolite, LLC, an Ohio-based family owned acrylics manufacturing company, with operations throughout the United States and Internationally, in the acquisition of Rotuba Extruders, Inc.’s profile lighting business
- Represented a publicly-traded holding company operating local natural gas utilities in a $200 million merger with an energy infrastructure investment fund
- Represented a publicly-traded utility holding company in a $92 million debt refinancing and simultaneous corporate reorganization of its utilities within a wholly-owned subsidiary
- Counseled an executive in the negotiation of an employment agreement and stock award agreement as the incoming chief executive officer of a publicly-traded producer of printing and specialty papers and pulp
- Successfully defended a publicly-traded company against a dissident shareholder in his proxy campaign to replace the board of directors
- Assisted a publicly-traded utility company in connection with its $50 million shelf offering
- Represented a publicly-held utility holding company with the $17 million sale of a subsidiary and its pipeline assets and related real estate, equipment and contracts
- Assisted a publicly-traded utility holding company in a $5 million bridge loan
- Assisted a publicly-traded utility holding company with a $2.7 million divestiture of two of its utilities
- Counseled a publicly-traded utility holding company with the sale of its former corporate headquarters for $1.35 million and a $3 million bridge loan
Sarah received her J.D. magna cum laude from the Cleveland-Marshall College of Law at Cleveland State University, where she was an executive editor of the Journal of Law and Health. She received her MPA from the University of Dayton and her B.A. from Miami University, where she studied at the John E. Dolibois European Center in Differdange, Luxembourg.
Professional and Community Activities
- Federation of Defense and Corporate Counsel, Ladder Down Cleveland for Women Lawyers, 2020 Graduate, 2021 Committee Member
- PRADCO Women in Leadership Program, 2019 Graduate
- Association for Corporate Growth - Cleveland Chapter, Women in Transactions Committee
- Miami University Alumni Association, lifetime member
- Western Reserve Rowing Association, Rower
- The National Museum of the U.S. Air Force, Wright Patterson Air Force Base, former volunteer coordinator
Honors & Awards
- The Best Lawyers in America 'Ones to Watch', Corporate Governance and Compliance Law, Mergers and Acquisitions Law, 2022
- The Best Lawyers in America 'Ones to Watch', Mergers and Acquisitions Law, 2022
- Ohio Super Lawyers Rising Stars, Securities & Corporate Finance, 2022
News
- 1/4/2022Vorys is pleased to announce that 42 attorneys from the firm have been named either 2022 Ohio Super Lawyers or Rising Stars.
- 8/26/2021Vorys, Sater, Seymour and Pease LLP recently advised M/I Homes, Inc. in connection with its Rule 144A/Regulation S offering of $300 million aggregate principal amount of 3.950% senior notes due 2030.
- 8/19/2021One hundred and sixteen lawyers from Vorys were recently selected by their peers for inclusion in the Best Lawyers in America® 2022 edition. In addition, 34 Vorys attorneys were named to the 2022 Best Lawyers in America “Ones to Watch” list.
- 6/11/2021Vorys recently advised Worthington Industries, Inc. in connection with the acquisition by its Steel Processing business segment, along with its 55% consolidated joint venture TWB Company, LLC, of certain assets of the Shiloh Industries U.S. BlankLight® business, a provider of laser welded solutions.
- 4/27/2021Vorys, Sater, Seymour and Pease LLP recently advised Air Transport Services Group, Inc. – a leading provider of aircraft leasing and air cargo transportation and related services – in two significant financing transactions.
Insights
- 12/21/2021On December 15, 2021, the Securities and Exchange Commission (the “Commission”) proposed amendments to the affirmative defense under Rule 10b5-1 and the Commission’s rules governing disclosure of share buybacks under Item 703 of Regulation S-K. The Commission also proposed new rules requiring disclosure of insider trading policies and practices and the creation of Form SR requiring accelerated disclosure relating to share buybacks. The proposed rules will be subject to a 45-day comment period following publication in the Federal Register.
- 12/26/2018On December 18, 2018, the Securities and Exchange Commission (SEC) adopted a final rule implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act which required the SEC to establish rules requiring companies to disclose whether their employees or directors are permitted to hedge the market value of equity securities granted as compensation to, or held by, employees or directors.
- 11/21/2018On November 19, 2018, Institutional Shareholder Services Inc. (ISS) released updates to its proxy voting guidelines for 2019 (2019 Updates).
- 11/21/2017On November 16, 2017, Institutional Shareholder Services Inc. (ISS) released updates to its proxy voting guidelines for 2018 (2018 Updates). The 2018 Updates are effective for shareholder meetings on or after February 1, 2018. This alert summarizes the highlights of the 2018 Updates.