Roger E. Lautzenhiser, Jr.
Practice Areas
Industries
Education
- University of California at Los Angeles School of Law, J.D., 1979
- Stanford University, A.B., 1976, Phi Beta Kappa, with Distinction
Bar & Court Admissions
Roger is a partner in the Vorys Cincinnati office and a member of the corporate group. His practice is focused on the representation of public and private companies in federal and state securities regulation, corporate law and corporate governance, corporate financing and insurance law. He works with public companies in matters involving corporate reporting and disclosure, securities offerings, corporate governance, Sarbanes-Oxley Act of 2002 compliance and executive compensation. Roger works with both public and private companies in matters involving mergers and acquisitions, financing and risk management.
Representative transactions include:
- Representation of a supplier of specialized military replacement parts in its $230 million stock sale and rollover equity investment that also included the spinout of multiple subsidiaries.
- Representation of NASDAQ-listed Air Transport Services Group, Inc. in connection with its acquisition of Omni Air International for $845 million.
- Representation of NASDAQ-listed Air Transport Services Group, Inc. in connection with its 2017 offering of $259.75 million aggregate principal amount of senior notes, and its entry into privately negotiated convertible bond hedge transactions.
- Representation of Air Transport Services Group, Inc. in connection with a 2017 secondary public offering by a selling shareholder of shares of common stock at an offering price of approximately $98 million.
- Representation of NASDAQ-listed First Financial Bancorp. in connection with its underwritten public offering of $120 million aggregate principal amount of subordinated notes.
- Representation of First Financial Bancorp. in connection with its public offering of $150 million aggregate principal amount of 5.25% fixed-to-floating rate subordinated notes due 2030
- Representation of First Financial Bancorp. in connection with its 2017 $100 million “at-the-market” offering of common shares.
- Representation of Abercrombie & Fitch Co. in connection with the Rule 144A/Regulation S offering of $350 million aggregate principal amount of 8.75% senior secured notes due 2025
- Representation of Navian Capital in connection with the 2018 launch of Luma Financial Technologies, a joint venture with Morgan Stanley and Bank of America Merrill Lynch.
- Representation of Bravo Brio Restaurant Group in its 2018 sale to Spice Private Equity AG.
- Representation of Lancaster Pollard in its 2017 sale to ORIX USA Corp., a subsidiary of ORIX Corp.
- Representation of Air Transport Services Group, Inc. in connection with its acquisition of PEMCO World Air Services, Inc.
- Representation of footwear and accessories manufacturer R.G. Barry Corporation in connection with its sale to an affiliate of Mill Road Capital for approximately $212 million.
Roger is a member of the American Bar Association, the Ohio State Bar Association and the Cincinnati Bar Association.
Roger has served as a member of the board of directors of several companies, both public and privately held.
Roger has spoken frequently at continuing legal education programs, business school programs and seminars for corporate counsel on director and officer liability, corporate governance and risk assessment and management.
Roger received his J.D. from the University of California at Los Angeles School of Law and his A.B. with distinction from Stanford University, where he was Phi Beta Kappa.
Honors & Awards
- Chambers and Partners, Leading Lawyer in Corporate/M&A, 2013-2022
- The Best Lawyers in America, Cincinnati International Mergers and Acquisitions "Lawyer of the Year," 2016
- The Best Lawyers in America, International Mergers and Acquisitions, 2017-2022
- The Best Lawyers in America, Corporate Law, 2009-2013, 2015-2022
- The Best Lawyers in America, Corporate, M&A and Securities Law, 1995-2008
- Ohio Super Lawyers, Business/Corporate Law, 1995-2012
- Martindale-Hubbell AV Peer Review Rated
- Columbus CEO, Top Lawyers in Columbus, 2014, 2017-2018, 2021
News
- 6/1/2022Vorys, Sater, Seymour and Pease is pleased to announce that 33 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2022 edition of Chambers USA.
- 3/9/2022Vorys recently served as legal counsel to American Nitrile as they secured a strategic partnership with Orion Infrastructure Capital.
- 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.
- 5/20/2021Vorys is pleased to announce that 33 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2021 edition of Chambers USA .
- 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.
- 8/20/2020One hundred and twelve lawyers from Vorys, Sater, Seymour and Pease LLP were recently selected by their peers for inclusion in the Best Lawyers in America® 2021 edition. In addition, 26 Vorys attorneys were named to the inaugural Best Lawyers in America “Ones to Watch” list.
- 8/3/2020Vorys recently advised Abercrombie & Fitch Co. and its wholly-owned indirect subsidiary Abercrombie & Fitch Management Co. in connection with the Rule 144A/Regulation S offering.
- 4/23/2020Vorys, Sater, Seymour and Pease is pleased to announce that 30 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2020 edition of Chambers USA.
- 8/15/2019One hundred and thirteen lawyers from Vorys, Sater, Seymour and Pease LLP were recently selected by their peers for inclusion in The Best Lawyers in America® 2020.
- 4/26/2019Vorys announced that 30 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2019 edition of Chambers USA.
- 11/14/2018Vorys recently advised Air Transport Services Group (ATSG) connection with its acquisition of Omni Air International, a Tulsa-based services carrier.
- 8/15/2018One hundred and thirteen lawyers from Vorys, Sater, Seymour and Pease LLP were recently selected by their peers for inclusion in The Best Lawyers in America® 2019.
- 6/13/2018Vorys recently advised Bravo Brio Restaurant Group in its sale to Spice Private Equity, a Swiss investment company.
- 5/4/2018Vorys, Sater, Seymour and Pease is pleased to announce that 32 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2018 edition of Chambers USA.
- 10/3/2017
- 8/17/2017Twenty Vorys attorneys have been named 2018 Lawyers of the Year by Best Lawyers. Each year, only a single lawyer in each specialty in each community is honored as the “Lawyer of the Year.”
- 8/17/2017One hundred and eight lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2018.
- 5/26/2017Vorys announced that 30 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2017 edition of Chambers USA.
- 3/28/2017This year, 54 Vorys attorneys were listed in the 2017 Columbus CEO “Top Lawyers” List.
- 8/15/2016One-hundred and eleven lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2017.
- 5/27/2016Vorys announced that 36 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2016 edition of Chambers USA.
- 8/26/2015Vorys recently advised First Financial Bancorp. in connection with its underwritten public offering of $120 million aggregate principal amount of 5.125% subordinated notes due 2025.
- 8/17/2015One-hundred and eighteen lawyers from Vorys were recently selected by their peers for inclusion in The Best Lawyers in America® 2016.
- 5/19/2015Vorys, Sater, Seymour and Pease is pleased to announce that 39 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2015 edition of Chambers USA.
- 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.
- 8/18/2014One-hundred and ten lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2015.
- 5/23/2014Vorys, Sater, Seymour and Pease is pleased to announce that 39 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2014 edition of Chambers USA.
- 8/14/2013One hundred and eleven lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2014.
- 5/24/2013Vorys, Sater, Seymour and Pease is pleased to announce that 39 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2013 edition of Chambers USA. Chambers USA conducts in-depth research and ranks the leading firms and attorneys in an extensive range of practice areas throughout America.
- 8/23/2012One hundred and twenty-six lawyers from Vorys were recently selected by their peers for inclusion in The Best Lawyers in America® 2013.
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Events
- 5/21/2010
- 2/5/2010
Insights
- 3/30/2022On March 21, 2022, the Securities and Exchange Commission (SEC) proposed amendments to Regulation S-K and Regulation S-X to require registrants to disclose climate-related information in registration statements, annual reports on Form 10-K and audited financial statements filed with the SEC. These proposed rules represent the SEC’s latest effort to advance the climate agenda of the Biden Administration, which describes climate change as “systematic to our economy and financial system.”
- 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.
- 11/19/2021On November 17, 2021, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules requiring parties in a contested election of directors to use “universal proxy cards” that include all duly-nominated director candidates presented for election at a shareholder meeting, whether nominated by the company or a dissident shareholder.
- 1/12/2021Even in the midst of the coronavirus (COVID-19) pandemic, the Securities and Exchange Commission (SEC) staff continued to update and streamline disclosure requirements applicable to public reporting companies.
- 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.
- 10/17/2017On October 12, 2017, the Securities and Exchange Commission (SEC) proposed amendments to various items of Regulation S-K that are intended to (1) modernize and simplify certain disclosure requirements in Regulation S-K and related rules and forms and (2) improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information.
- 3/27/2017On March 22, 2017, the SEC adopted an amendment to Exchange Act Rule 15c6-1(a) to shorten by one business day the standard settlement cycle for most broker-dealer securities transactions. Currently, the standard settlement cycle for these transactions is three business days (i.e., T+3). The amended rule shortens the settlement cycle to two business days (i.e., T+2).
- 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).
- 7/6/2015On 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.
- 4/3/2015On 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.
- 11/11/2014
- 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.
- 10/3/2012On 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.
- 10/1/2012On 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.
- 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.
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- 1/28/2011
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- 6/23/2009
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