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Winter 2014

Fiduciaries Under Fire: Minimizing Litigation Risk

By Lisa Babish Forbes and Elizabeth E.W. Weinewuth

Serving as a trustee, particularly in times of economic recession and uncertainty, can be not only trying, but, at times, also risky. The law allows beneficiaries a mechanism for questioning your every move. While both the Ohio Trust Code and the trust language may limit your liability, the risk of litigation — and the costs, time and aggravation that come with it — persists.

But there are ways to minimize this risk and prepare yourself (and your file) for the battle should it come. Read more.

The 2010 Amendments to Article 9 of the Uniform Commercial Code: What Does It All Mean?

By Kelsey M. Toulouse

On July 1, 2013, the 2010 amendments to Article 9 of the Uniform Commercial Code (UCC) went into effect in Ohio. As of October 7, 2013, the amendments (in some form) are effective in all but six states, and all but three states (Arizona, Oklahoma and Vermont) have enacted some version of the amendments.

For the most part these amendments are an effort to address certain concerns that have arisen over the decade of practice under the much more substantive 2001 amendments. However, there are certain changes that every banker should be aware of to ensure and maintain perfection of a bank’s security interest in personal property collateral. Read more.

365/360 Interest Calculation: Latest Developments in Ohio Case Law Provide Guidance in Interest Calculation Methods

By Marcel C. Duhamel and Andrew P. Guran

The Ohio Supreme Court decision JNT Properties, LLC and the recent application of its holding in the class action appeal in Ely Enterprises, Inc. has reaffirmed Ohio lenders’ use of the 365/360 method for computing annual interest.

Banks have struggled with a solution to the challenging task of calculating equal daily and monthly interest charges during a traditional 365 day calendar year or 366 day leap year. Typically one of three computations is used to calculate interest charges: the 365/365 method (exact day interest), the 360/360 method (ordinary interest), and the 365/360 (bank interest). Read more.

Appellate Win Provides Significant Guidance on the Ohio Uniform Fiduciaries Act

By Lisa Babish Forbes and Elizabeth Davis Conway

The U.S. Court of Appeals for the Sixth Circuit recently clarified the operation of the Ohio Uniform Fiduciaries Act (UFA) when it affirmed the dismissal of a complaint alleging multiple claims against a banking client. The complaint arose out of the misappropriation of funds by the authorized fiduciary of trust and estate accounts held at the bank. Vorys litigators represented PNC Bank, National Association (PNC) in the Northern District of Ohio and on appeal. The Sixth Circuit’s decision provides rare guidance on the application of the Ohio Uniform Fiduciaries Act, Ohio Revised Code § 5815.04, et seq., which “modifies the common law” and “provides a defense . . . for those who knowingly deal in good faith with an authorized fiduciary.” See Master Chem. Corp. v. Inkrott, 563 N.E.2d 26, 29 (Ohio 1990). Read more.

Vorys Ranks Seventh Nationally in Bank Mergers and Acquisitions

Based on a recent report from SNL Financial, Vorys ranked seventh nationally in the number of bank merger and acquisition transactions in the first three quarters of 2013. The firm also ranks 16th nationally based on total transaction value. In the first three quarters of 2013, Vorys has served as legal counsel in six deals valued at $396.7 million.

Vorys provides a full array of legal services to both national- and state-chartered banks and their holding companies and subsidiaries. Vorys advises bank clients on issues related to expanding their businesses through mergers, acquisitions and formation of holding companies, as well as assisting with branch sales and purchases and interstate branch formations. The firm also assists bank clients in complying with increasingly complex federal and state laws and regulations, including the compliance regulations imposed by banking regulators and the regulations generally applicable to all companies.

SNL Financial collects, standardizes and disseminates all relevant corporate, financial, market and M&A data – plus news and analysis – for the following industries: banking, financial services, insurance, real estate, energy, media/communications and metals and mining.

If you have an idea for an article you would like us to pursue, please contact your Vorys attorney. We hope you enjoy the read.



Aaron S. Berke

Marcel C. Duhamel

Elizabeth Turrell Farrar

Andrew P. Guran

Jason L. Hodges

Michael D. Martz

Kimberly J. Schaefer

Jeffery E. Smith

J. Bret Treier

Elizabeth E.W. Weinewuth

Anthony D. Weis



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This alert is for general information purposes and should not be regarded as legal advice. As always, please let us know if you want more information or have questions about how these developments apply to your situation.

IRS CIRCULAR 230 DISCLOSURE: In order to ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any federal tax information contained in this communication (including any attachments) is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of (i) avoiding penalties that may be imposed under the U.S. Internal Revenue Code; or (ii) promoting, marketing, or recommending to another person, any transaction or other matter addressed herein.