- Corporate and Business Organizations
- Financial Institutions
- University of Cincinnati College of Law, J.D., 1986, Order of the Coif
- Bowling Green State University, B.S., 1981, magna cum laude
Bar & Court Admissions
- U.S. Court of Appeals for the Sixth Circuit
Cindy is of counsel in the Vorys Cincinnati office and a member of the corporate practice group. She counsels clients, primarily financial institutions and their holding companies and insurance agency subsidiaries – both publicly traded and privately held – and investment banking firms in securities law compliance, corporate governance matters, mergers and acquisitions, public and private offerings of securities and bank regulatory law.
Career highlights include:
Representing financial institutions, including bank mergers with several hundred million dollar purchase prices and private insurance agency acquisitions, on more than 50 mergers and acquisitions
Representing numerous mutual savings associations in their conversions to stock form, including their initial public offerings of stock
Representing financial institution holding companies in public and private secondary offerings
Assisting many financial institutions and their holding companies with securities law compliance, corporate governance matters, bank regulatory compliance and bank regulatory enforcement actions
Cindy is a member of the Ohio State Bar Association.
Cindy has spoken and published articles on changes in Ohio public funds law, issues encountered in mergers and acquisitions, corporate governance matters, the requirements of the Dodd-Frank Act and the Sarbanes-Oxley Act of 2002 and the regulations adopted under those laws and compliance by corporate insiders with securities trading regulations.
Cindy received her J.D. from the University of Cincinnati College of Law where she was a member of the Order of the Coif and her B.S. magna cum laude from Bowling Green State University.
Professional and Community Activities
- Roselawn Community Council, Trustee, 1995-2004; Vice President, 1995-1998; President, 1998-2001; Secretary, 2002-2003
Honors & Awards
- The Best Lawyers in America, Banking and Finance, 2016-2019
- 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.
- 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.
- 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.
- 8/17/2015One-hundred and eighteen lawyers from Vorys were recently selected by their peers for inclusion in The Best Lawyers in America® 2016.
- 1/24/2014Vorys and Ernst & Young presented Preparing for the 2014 Proxy and Annual Report Season on January 24 in Columbus and January 30 in Cincinnati.
- 1/31/2013Vorys and Ernst & Young presented 'Preparing for the 2013 Proxy and Annual Report Season' on January 31. Presenters discussed current issues and trends that companies will encounter as they prepare for the 2013 proxy and annual report season.
- 7/28/2017Under revisions to the Ohio Depository Act, the Ohio Treasurer of State has developed proposed rules and a new program for the pledging of pooled collateral for public deposits, referred to as the Ohio Pooled Collateral Program.
- Winter 2017Complications with Customer Communications in Context of Credit Conveyances (a/k/a Problems with Notices to Borrowers in Default or Bankruptcy When Loans or Servicing are Transferred)If your bank is in the process of a merger or has agreed to buy or sell a portfolio of mortgage loans, notices must be provided to the borrowers before and after the transaction closes.
- 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.
- 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.
- 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 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.
- 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.
- 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.
- 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.