Kimberly J. Schaefer

Partner
Photo of Kimberly J. Schaefer
Offices Cincinnati
Phone 513.723.4068
Fax 513.852.7892
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Kim is a partner in the Vorys Cincinnati office and a member of the corporate practice group. Kim concentrates her practice on the representation of public and private companies, banking, securities, franchising and general corporate matters. She regularly represents companies in public and private securities offerings, mergers and acquisitions, contract negotiations, and franchising issues.

Additionally, Kim works closely with clients to ensure continued compliance with securities and banking laws and to develop best practices in the corporate governance and executive compensation areas.

Her career highlights include:

Kim has spoken publicly on the board’s role in mergers and acquisitions, cybersecurity and data breach response plans, vendor contract management, executive compensation, whistleblower and internal controls, NYSE amendments, TARP and the Capital Purchase Program, as well as the Gramm-Leach-Bliley Act and customer privacy.

Kim received her J.D. magna cum laude from the Duke University School of Law where she was a Staff Editor for the Journal of Law and Contemporary Problems. She received her B.S. summa cum laude from Miami University.

Professional and Community Activities

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News

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  • 3/25/2020
    Options for Annual Shareholder Meetings
    With the vast uncertainty generated by the COVID-19 pandemic, one of the immediate challenges that Ohio’s financial institutions must confront, especially at this time of year, involves how to handle their annual shareholder or member meetings.
  • Summer 2019
    Why Have a Holding Company?
    One of the “issues du jure” for the bank and thrift industry involves the benefit, or possibly lack thereof, of having a holding company.
  • 11/21/2018
    Securities Alert: ISS Issues 2019 Proxy Voting Guidelines Updates
    On November 19, 2018, Institutional Shareholder Services Inc. (ISS) released updates to its proxy voting guidelines for 2019 (2019 Updates).
  • 11/21/2017
    Securities Alert: ISS Issues 2018 Proxy Voting Guidelines Updates
    On 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.
  • 10/17/2017
    Securities Alert: SEC Proposes to Modernize and Simplify Regulation S-K
    On 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.
  • 3/27/2017
    Securities Alert: SEC Adopts T+2 Settlement Cycle for Securities Transactions
    On 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).
  • 11/21/2016
    Client Alert: Banks and Thrifts: Please do NOT Ignore the Latest Wave of Website Inaccessibility Demand Letters
    Several law firms nationally are in the process of issuing demand letters to banks, thrifts and various other businesses alleging website access barriers. The most recent wave of demand letters specifically target the banking industry. The letters demand changes to banks’ web pages and payment of substantial legal fees based on alleged violations of the Americans with Disabilities Act (the ADA).
  • 6/17/2016
    Labor and Employment Alert: Major Changes Proposed for Incentive Compensation – Limited to Financial Institutions or Preview of Coming Attractions for Other Types of Employers?
    On June 10, 2016, six agencies that regulate financial institutions (FDIC, SEC, OCC, Federal Reserve Board, National Credit Union Administration, and Federal Housing Finance Agency) jointly proposed regulations regarding incentive compensation for financial institutions.
  • 5/20/2016
    Securities Alert: SEC Updates Guidance on Non-GAAP Financial Measures
    On 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.
  • Spring 2016
    Financial Regulators Reveal Impending Restrictions on Incentive Compensation for Bank Officers
    As the longest awaited sequel in years, financial regulators have finally revealed their revised interagency proposal to restrict incentive-based compensation arrangements for executives at financial institutions. In 2010, the Dodd-Frank Act obligated six agencies, including the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Officer of the Comptroller of the Currency, the Securities and Exchange Commission, the National Credit Union Administration and the Federal Housing Finance Agency, to establish rules prohibiting incentive-based compensation arrangements that would encourage inappropriate risk-taking.
  • Winter 2016
    Cybersecurity—What You Need to Know Now
    It’s all over the news and it’s top of mind with bank regulators: “Cybersecurity.” What happened with Target, Home Depot and Wyndham hasn’t helped. The last several years have been fraught with news story after news story about those crafty hackers who find vulnerabilities in a company’s system and steal private information or even redirect funds. And despite all of our technological advancements, the escalation in successful hacking attempts has no end in sight. Call them hackers, fraudsters or good old-fashioned crooks, from computer-savvy teenagers to state-sponsored groups, they are not going away. And, unfortunately, they seem at times to be two steps ahead of the latest security software and security vendors that are offering you and your financial institution protection.
  • 10/26/2015
    Financial Services Alert: Cybersecurity Awareness - FDIC Teleconference
    With cybersecurity as THE hot button issue in bank and thrift risk management right now, and of course to help the industry celebrate “National Cybersecurity Awareness Month” (who knew?), bankers and their boards should take advantage of the FDIC informational teleconference on cybersecurity issues being held on October 28, 2015.
  • 8/10/2015
    Securities Alert: SEC Adopts Final Pay Ratio Disclosure Requirements
    On 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).
  • 7/30/2015
    Regulation FD: A Refresher on the SEC Rules Governing Selective Disclosure
    In 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.
  • 7/30/2015
    In Depth: Financial Regulators Issue Policies and Practices for Diversity
    On 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.
  • 7/30/2015
    Change-in-Control Compensation Agreements
    Imagine 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.
  • 7/30/2015
    Be Prepared: Strategic Planning for M&A Activities
    As 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.
  • 7/6/2015
    Securities Alert: SEC Proposes Executive Compensation Clawback Rules
    On 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.
  • 5/5/2015
    Securities Alert: SEC Proposes 'Pay Versus Performance' Disclosure Rules
    On 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.
  • 4/3/2015
    Securities Alert: SEC Amends Regulation A Exemption to apply to Offerings of up to $50 Million of Securities Annually
    On 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 2015
    2015 Compensation Update
    As 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 2015
    New Liquidity Opportunities — and New Burdens — for your Over-the-Counter Stock
    Maybe 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 2015
    You Went Dark. Now What?
    During 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.
  • 3/23/2015
    Enhanced 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 Assets
    In 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.
  • 2/12/2015
    Securities Alert: SEC Proposes Disclosure Rules on Hedging Policies
    On 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.
  • 1/13/2015
    Securities Alert: 2015 Proxy Season Action Items
    It 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 2014
    Important Recent FDIC Actions
    Following 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 2014
    The Status, Issues and Relevant Ongoing Questions Related to DOMA Same-Sex Marriages, Secured Lending Transactions and Related Collection Issues in Ohio
    When 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 2014
    MRAs: Get On ‘Em PDQ!
    Both 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 2014
    Shareholder Engagement for Public Financial Institutions
    Community 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.
  • 11/11/2014
    Securities Alert: ISS and Glass Lewis Issue 2015 Corporate Governance Policy Updates
  • Summer 2014
    Cyber Risks: Board Responsibilities
    With 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 2014
    Mutuals: A Capital Conundrum
    Life 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 2014
    Raising Capital Through Convertible Preferred Stock Offerings
    While 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 2014
    Federal Reserve Provides Clarity into its Application Process
    On 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 2014
    Issues in Participation Agreements, Continued
    Jeffrey 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 2014
    Ohio House Bill — The Ohio Legacy Trust Act and Due Diligence Concerns
    Brenda 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 2014
    Patent Trolls Continue to Target Financial Institutions, but Change May Be Near
    Susanne 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 2014
    New Focus on Tax Sharing Agreements for Financial Institutions
    David 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.
  • 10/21/2013
    Client Alert: Bank Director Indemnification and D&O Liability Insurance: New FDIC Advisory
    Statutory 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.
  • 9/20/2013
    Securities Alert: New SEC Proposed Rules on 'Pay Ratio' Disclosure
    On 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.
  • 8/28/2013
    The Bankers' Statement - Summer 2013
  • 5/20/2013
    The Bankers' Statement - Spring 2013
  • 1/23/2013
    Client Alert: The New Ohio Financial Institutions Tax
    On 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.
  • 1/21/2013
    Client Alert: CFPB's Qualified Mortgage Rules
    On 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.
  • 1/18/2013
    Client Alert: The Federal Agency Mortgage Settlements
    Bankers 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.
  • 1/4/2013
    Client Alert: BSA/AML Enforcement; Bankers Beware
    The 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.
  • 1/2/2013
    Client Alert: Professional Liability and the FDIC; The IndyMac Decision
    As 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.
  • 9/4/2012
    Vital Relationships
    Kimberly J. Schaefer, a partner in the Cincinnati office, published this article in Summer 2012 edition of The Bankers' Statement," regarding financial institutions' use of vendors.
  • 6/4/2012
    Client Alert: Participation Agreements: Originator Beware
    In 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.
  • 4/9/2012
    Client Alert: Bankers Beware: Copying and Removal of Confidential Financial Institution and Supervisory Information Can Lead to FDIC Action
    Bank 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).
  • 3/9/2012
    Client Alert: House Passes Legislation that Includes Important SEC Relief for Community Banks
    In 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.
  • 4/11/2011
    Client Alert: Loan Originator Compensation and Anti-Steering Rules Take Effect
  • 2/15/2011
    Client Alert: Proposed Rules Issued on Incentive Compensation of Financial Institutions
  • 1/26/2011
    Balancing the Risks and Rewards of Incentive Compensation:
  • 6/24/2010
    Client Alert: Banking Regulators Offer Final Guidance on Sound Incentive Compensation Policies
  • 12/18/2009
    Client Alert: Treasury Clarifies TARP Compensation Restrictions
  • 6/19/2009
    Client Alert: Treasury Unveils ARRA Executive Compensation and Corporate Governance Standards
  • 2/17/2009
    Client Alert: Economic Stimulus Bill Imposes New Compensation Standards On Institutions Receiving TARP Assistance