Jeffery E. Smith

Jeff is a retired partner in the Vorys Columbus office and a member of the corporate practice group.  He has more than 40 years experience in financial institution regulatory and corporate matters, including mergers, acquisitions, divestitures, regulatory compliance, capital raising, securities matters, corporate governance matters, “troubled institution” issues and de novo bank and holding company formation.  Throughout his career, Jeff has represented multinational financial services holding companies as well as community bank organizations.

Career highlights include:

• Serving as in-house general counsel for several financial institutions, and as part of executive management teams responsible for successful turnarounds of “troubled” institutions
• Representing public and private clients in extensive Ohio, Indiana and multi-state M&A, regulatory, governance, capital raising and securities activities, from large national institutions to smaller community banks
• Acquisitions and divestitures of more than 250 subsidiary branch banking operations in 13 states
• Conducting board training and representing financial institutions, as well as officers and boards, in state and federal regulatory enforcement actions and corporate governance matters
• Serving as "special counsel" for the Ohio Division of Financial Institutions in a comprehensive rewrite of Ohio banking laws, and as the co-chair of the Ohio State Bar Association’s Financial Institutions Subcommittee
• Representing Ohio's largest financial institutions trade association

Representative transactions include:

• Representing Home Savings and Loan in its acquisition of two operating branches of the German American Bank in Lexington, KY
• Representing Perpetual Federal Savings Bank in its acquisition of F&M Bancorp, Inc.
• Advising in the formation of Ohio State Bank in Columbus, OH
• Advising in the formation of First Bank of Central Ohio in Worthington, OH
• Representing First Mutual Holding Co. in its acquisition of Martinsville First Savings Bank
• Representing Columbus First Bancorp, Inc. in its acquisition by LNCB Corp.
• Representing Benchmark Bancorp, Inc. in its acquisition by United Bancshares, Inc.
• Representing The Arlington Bank in its acquisition by First Merchants Corporation
• Representing First Community Bank in its acquisition by First Commonwealth Bank
• Representing The Home Building & Loan Company in its acquisition by Community Savings Bank
• Representing Insight Bank in its acquisition by First Financial Bancorp
• Representing FC Banc Corp in its acquisition by CNB Bancshares
• Representing Trustcorp, Inc. in its acquisition by Society Corporation (now KeyCorp)
• Representing Lincoln Financial Corporation in its acquisition by Norwest Corporation (now Wells Fargo & Company)
• Representing Bank One Corporation (now JPMorgan Chase & Co.) in its acquisition of First USA, Inc.
• Representing Bank One Corporation (now JPMorgan Chase & Co.) in its divestiture of approximately 300 operating branches of Bank One Corporation bank subsidiaries in 12 states
• Representing DCB Financial Corp in its backstopped rights offering and recapitalization
• Representing Benchmark Bancorp, Inc. in two preferred stock offerings
• Representing First Mutual Holding Company, Inc. in its subordinated debt offering
• Representing Somerville Bancorp in its holding company formation and contemporary bank conversion
• Representing First Bexley Bank in its charter conversion from Ohio savings bank to Ohio commercial bank
• Representing Liberty Federal Savings Bank in its charter conversion from Federal S&L to Ohio savings bank
• Representing Standing Stone Bank in its charter conversion from national bank to Ohio commercial bank
• Representing Boenning & Scattergood as well as Keefe, Bruyette & Woods as investment bankers in various capital raise transactions
• Representing pending formation of Adelphi Bank (presently In Organization), a de novo bank which to be qualified as a Minority Depository Institution

Jeff served as in-house counsel for the former Bank One Corporation and as senior vice president, general counsel and secretary of the former Lincoln Financial Corporation in Fort Wayne, IN.  He also served as senior vice president, general counsel and secretary of the former Trustcorp, Inc. in Toledo, Ohio, where he participated as a member of executive management teams responsible for successful turn-around initiatives for those institutions.  Jeff is a member of the Ohio State Bar Association and former co-chair of the association’s financial institutions subcommittee.  He is also a member of the Indiana State Bar Association, the Columbus Bar Association and the Toledo Bar Association.

Jeff writes regularly for banking publications, and presents seminars on a variety of topics, including merger and acquisition issues for financial institutions, corporate governance for bank directors and the practical implications of bank regulatory enforcement actions.  He is also the co-author of a widely recognized handbook for bank directors.

Jeff received his J.D. from the University of Toledo College of Law.  He received his B.A. from the University of Toledo.

Honors & Recognitions

Columbus CEO, Best Lawyers, Administrative/regulatory, 2022

Columbus CEO, Best Lawyers, Bankruptcy and Creditor Debtor Rights/ Insolvency and Reorganization, 2022

The Best Lawyers in America, Corporate Law, 2018-2023

Chambers and Partners, Leading Lawyer in Corporate/M&A, 2013-2020

Columbus CEO, Top Lawyers in Columbus, 2011-2014, 2017-2021

Martindale-Hubbell AV Peer Review Rated

Professional & Community Activities

Ohio Bankers League, Member

Hoosier Banker Magazine, Editorial Board, Former Member

Ohio Bankers League School of Banking, Instructor

University of Toledo Foundation, Trustee Emeritus

Association of Governing Boards of Universities and Colleges, Former Member

Powell (Ohio) Area YMCA, Former Advisory Board Member

Olentangy Education Foundation, Former Trustee

University of Toledo College of Law, Dean's Advisory Board

University of Toledo College of Law, Student Mentor Program, Member

Nature Conservancy