Jeffery E. Smith
Practice Areas
Industries
Education
- University of Toledo College of Law, J.D., 1978
- University of Toledo, B.A., 1975
Bar & Court Admissions
Jeff is a partner in the Vorys Columbus office and a member of the corporate practice group. He has more than 30 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 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
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.
Professional and Community Activities
- Member, Ohio Bankers League
- Former Member, Editorial Board, Hoosier Banker Magazine
- Instructor, Ohio Bankers League School of Banking
- Trustee Emeritus, University of Toledo Foundation
- Former Member, Association of Governing Boards of Universities and Colleges
- Former Advisory Board Member, Powell (Ohio) Area YMCA
- Former Trustee, Olentangy Education Foundation
- Dean's Advisory Board, University of Toledo College of Law
- Member, University of Toledo College of Law, Student Mentor Program
- Nature Conservancy
Honors & Awards
- The Best Lawyers in America, Corporate Law, 2018-2020
- Chambers and Partners, Leading Lawyer in Corporate/M&A, 2013-2019
- Columbus CEO, Top Lawyers in Columbus, 2011-2014, 2017-2018
- Martindale-Hubbell AV Peer Review Rated (preeminent for 12 years)
News
- 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.
- 3/18/2019Jeff Smith and Nelson Cary, partners in the Vorys Columbus office, recently co-authored an article that was quoted in an American Banker story titled “Ripple Effect Feared as Fed Mulls Lifetime Bans of Two Bankers.”
- 3/13/2019Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a story titled “Will BB&T-SunTrust Start a De Novo Wave?” that was featured in American Banker.
- 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.
- 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.
- 3/8/2018Jeff Smith, a partner in the Vorys Columbus office a member of the corporate group, was quoted in an American Banker story titled “Core Systems Contract Negotiators Expand into Fintech Assistance.”
- 10/15/2017Jeff Smith was quoted throughout a Columbus C.E.O. story on the growth in the central Ohio banking industry over the last 20 years.
- 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.
- 1/6/2017Jeff Smith, a partner in the Columbus office, was quoted in a Columbus Business First story regarding the future of the U.S. Consumer Financial Protection Bureau (CFPB) under the Trump Administration.
- 6/17/2016Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in an American Banker story regarding an effort by smaller banks to from a coalition that will negotiate contracts on behalf many smaller financial institutions in hopes of creating more leverage than a single institution would have on its own.
- 2/10/2016Jeff Smith, a partner in the Columbus office and member of the corporate group, was quoted in an American Banker story regarding the potential cost savings banks could realize by decreasing the number of vendors used for outside services or partnering with other banks to share services.
- 10/10/2015Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Columbus Business First story titled “M&A: Who's buying in 2016?.”
- 6/1/2015Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in an American Banker story on a finalized Fed rule that lets smaller banks finance deals with up to 75% in debt.
- 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.
- 3/2/2015Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Columbus Dispatch story titled “Marijuana Backers Ask Investors for $28 Million.”
- 1/26/2015Jeff Smith a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Daily Reporter story titled “Community Banks Team Up To Reduce Regulatory Costs.”
- 8/11/2014Vorys recently advised Insight Bank on its sale to First Financial Bancorp, the parent holding company of First Financial Bank, National Association.
- 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.
- 4/16/2014Vorys ranked seventh nationally in the number of bank merger and acquisition transactions completed in FY2013, based on a report released by SNL Financial. Vorys was the only Ohio-based firm in the top 30 on this list.
- 11/22/2013Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Columbus Business First story on the possibility of increased bank M&A activity in Ohio in 2014.
- 11/21/2013Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in two Columbus Business First stories on the Ohio banking industry.
- 10/11/2013Jeffery Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Columbus Business First story titled “Huntington/Advantage deal foreshadows quickening bank M&A pace, expert says.”
- 7/19/2013Jeffery Smith, a partner in the Vorys Columbus office and a member of the corporate group, was included on Columbus Business First’s “20 People to Know in Banking and Finance” List. According to the paper, individuals on the list “are front and center in the industry.”
- 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.
- 12/7/2012Vorys was mentioned in an American Banker story about Delaware County Bank’s (DCB) completed capital raise. According to the story, the bank’s parent, DCB Financial, completed a sale of common stock to existing shareholders and local investors that netted $13.2 million in funds.
- 2/6/2012DCB Financial Corp, parent holding company of Lewis Center-based Delaware County Bank and Trust Company announced on Feb. 6, 2012 that its Board of Directors has retained Vorys as its legal counsel to assist the company in raising capital.
- 9/16/2011
- 9/1/2011
Events
- 10/22/2019Vorys Partner Jeff Smith will be speaking at the Ohio Bankers League (OBL) Director Boot Camp on October 22, 2019.
- 9/27/2019Vorys Partners Jeff Smith and Kim Schaefer spoke at the 2019 Ohio Bankers League Convention on September 27, 2019.
- 9/6/2018On September 6, 2018, Vorys Partners Jeff Smith, Tony Weis and Kim Schaefer spoke at the 2018 Midwest Strategic Options Conference.
- 5/3/2018On May 3, 2018 four Vorys attorneys spoke at the William J. O’Neill Great Lakes Regional Bankruptcy Institute 2018: It’s Time For Our Commercial Break.
- 10/30/2017Vorys partner Jeff Smith presented on Oct. 17, Oct. 19, Oct. 30 and Nov.1, 2017 on Ohio's new banking law, providing a thorough review of the extensive regulatory changes and updates. Jeff spoke with representatives from the Ohio Bankers League and the Ohio Division of Financial Institutions.
- 10/26/2017The Vorys Consumer Financial Services Summit was held on October 26, 2017, in Vorys' Cincinnati office.
- 9/7/2017Vorys Partners Kim Schaefer, Jeff Smith and Tony Weis were speakers at the 2017 Strategic Options Conference hosted by the Ohio Bankers League and Vorys, Sater, Seymour and Pease LLP on September 7, 2017.
- 6/15/2017Several Vorys attorneys were speakers at the 2017 Consumer Financial Services Summit on June 15, 2017.
- 4/6/2017Vorys Partner Jeff Smith was a speaker at Bank Director Boot Camp: For New Directors & Refresher Course for Veterans hosted by the Indiana Bankers Association on April 6, 2017.
- 3/13/2017Vorys Partners Kim Schaefer and Jeff Smith were speakers at the webinar titled "Advising Directors and Officers: An Attorney's Guide" hosted by the National Business Institute on March 13, 2017.
- 1/20/2017Vorys Partners Angela Gibson, Rodney Holaday and Jeff Smith co-presented the ADA Website Compliance Lawsuits Webinar hosted by the Ohio Banker's League on January 20, 2017.
- 10/13/2016Vorys and The Ohio State University presented a two-day program, In-House Essential Conference on October 13-14, 2016.
- 9/26/2016Vorys attorneys Kim Schaefer and Jeff Smith were speakers at the 2016 OBL/ILFI Joint Convention on September 26, 2016.
- 6/22/2016Several Vorys attorneys were speakers at the 2016 Consumer Financial Services Summit on June 22, 2016 in Columbus, Ohio.
- 11/5/2015Vorys Partner Jeff Smith was a speaker at the 2015 Ohio Bankers League Annual Meeting on November 5, 2015.
- 10/28/2015Vorys presented a Consumer Financial Services Summit on October 28, 2015 in Cleveland, Ohio.
- 9/21/2015Vorys attorneys Kim Schaefer and Jeff Smith presented at the Ohio Bankers League and Illinois Bankers League Joint Conference on September 21, 2015.
- 2/4/2015Vorys partner Jeff Smith was a speaker at the Ohio Bankers League Annual Economic Summit on February 4, 2015
- 11/20/2014Vorys partner Jeff Smith was a speaker at the 2014 Annual Financial Institutions Conference presented by Crowe Horwath LLP on November 20, 2014.
- 10/24/2014Vorys partner Jeff Smith will be presenting a program hosted by the Ohio Bankers League on October 24, 2014.
- 9/4/2014Vorys attorneys Jeff Smith and Kim Schaefer presented at the OBL/ILFI Joint Convention on September 4, 2014.
- 7/28/2013Vorys partner Jeff Smith presented at the Ohio Bankers League, Illinois League of Financial Institutions and West Virginia Bankers Association Joint Convention on July 28, 2013.
- 2/23/2012Vorys partner Jeff Smith participated in the University of Toledo College of Law’s Heuerman Lecture Series on February 23.
Insights
- Summer 2019One of the “issues du jure” for the bank and thrift industry involves the benefit, or possibly lack thereof, of having a holding company.
- Summer 2019Branch purchase and sale transactions, involving sales and acquisitions of defined assets and assumption of defined liabilities (P&A transactions) can be more complex and document-intensive than whole-bank mergers.
- Summer 2019The financial services industry in this country is fortunate to have choices when it comes to the nature and oversight of bank and thrift charters.
- Winter 2019Bankers, and lenders in particular, have enjoyed relatively broad opportunities for mobility between institutions for decades.
- Winter 2019Being an Ohio-chartered bank or trust company, or institution-affiliated party of same (IAP), becomes a bit more comfortable with the addition of the new “bona fide error” protections of Ohio Sub. H.B. 489, effective March 20, 2019.
- Winter 2019Recent changes in stock prices, capital levels and loan demand for some institutions have created an increased interest in stock buybacks.
- Fall 2018One of the very first considerations in deciding to issue new capital or debt involves whether the issuing institution desires to conduct a “public” offering, or a “private placement” which qualifies for an exemption from registration with the United States Securities and Exchange Commission (SEC).
- Fall 2018With Ohio entering the medicinal marijuana age, bankers unfortunately continue to have no clear direction when it comes to banking marijuana-related businesses (MRBs).
- Fall 2018In a proposal reminiscent of the recent comprehensive changes to Ohio banking law that effectively eliminated legal differences between Ohio-chartered banks, savings banks, and savings and loans, the Office of the Comptroller of the Currency (OCC) on September 10, 2018, issued a proposal to enable federal savings associations (FSAs) with consolidated assets of $20B or less to, in effect, opt in to becoming full national banks with the same rights and privileges as national banks and subject to the same “…duties, restrictions, penalties, liabilities, conditions and limitations that apply to national banks.”
- Fall 2018In early 2015, the Office of the Comptroller of the Currency (OCC) took the regulatory lead in publishing a “whitepaper” discussing a number of areas where community banks might consider combining their efforts to share common expenses and resources between institutions in an effort to reduce overall operating expenses.
- 9/25/2018In a proposal reminiscent of the recent comprehensive changes to Ohio banking law that effectively eliminated legal differences between Ohio-chartered banks, savings banks, and savings and loans, the Office of the Comptroller of the Currency (OCC) on September 10, 2018, issued a proposal to enable federal savings associations (FSAs) with consolidated assets of $20B or less to, in effect, opt in to becoming full national banks with the same rights and privileges as national banks and subject to the same “…duties, restrictions, penalties, liabilities, conditions and limitations that apply to national banks.”
- Spring 2018For those who follow such things, the press release, consent cease and desist order and official letters of reprimand published by the Federal Reserve Board on February 2, 2018, with respect to Wells Fargo & Company (Wells) and named directors (combined, the Wells Order) were highly unusual, and raise issues that should cause all bank directors significant pause.
- Spring 2018While once virtually “unthinkable,” banks are now targeted for acquisition by credit unions with more and more frequency.
- Winter 2018With the current uptick in M&A activity, it is timely to revisit the concept of “confidential supervisory information” (CSI) and its impact on M&A as well as other matters.
- 1/4/2018Over the past year, various plaintiff-side law firms sent aggressive demand letters on behalf of activist organizations and individuals to financial institutions – typically community banks – asserting that the Americans with Disabilities Act (ADA) applies to websites.
- Summer 2017The move toward banking industry “disruption” and new “fintech” opportunities has resulted in a revisiting of the industrial loan company (ILC) charter- once a feared vehicle for expansion by Wal-Mart and others into the banking industry.
- 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.
- Spring 2017The financial services industry has seemingly passed out of the dark shadows of the post-2008 “crisis” period. Now, the “Trump Effect,” as well as other factors, are influencing industry stock prices positively and generating a renewed interest in M&A and related matters in the financial services industry.
- 11/21/2016Several 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).
- Fall 2016
- Fall 2016The banking industry has received long sought-after clarification as to whether Community Reinvestment Act (CRA) credit is available for Historic Tax Credit (HTC) financed projects.
- Fall 2016In another new and welcome gesture, the Federal Deposit Insurance Corporation (FDIC) has provided further encouragement for formation of de novo charters as described in the FDIC’s Summer 2016 “Supervisory Insights Journal.”
- Fall 2016The landscape of collateral requirements for public fund deposits by state and local public entities is changing.
- Summer 2016
- 7/19/2016Bank and BHC subordinated debt can be a good idea for a variety of reasons. In an industry where capital is still (and really always has been) “king,” and TruPS have become a thing of the past, sub debt provides a number of the benefits of equity but without the shareholder dilution and other issues that accompany sales of equity.
- 7/14/2016On June 17, 2016, the four federal financial institution regulatory agencies issued a joint statement on the long-awaited and controversial new accounting standards issued by FASB implementing the “current expected credit loss” model for financial reporting, commonly referred to as “CECL.”
- 5/25/2016The first wave of attacks on the Consumer Financial Protection Bureau’s (CFPB) recently proposed rules prohibiting class action waivers in pre-dispute arbitration agreements occurred during the House Financial Institutions and Consumer Credit Subcommittee hearing entitled “Examining the CFPB’s Proposed Rulemaking on Arbitration.
- 5/25/2016Financial Services Alert: Regulations Prohibiting Class Action Waivers Published in Federal RegisterOn May 24, 2016 the Consumer Financial Protection Bureau’s (CFPB) proposed arbitration rule was published in the Federal Register.
- Spring 2016It was not that long ago that the concern over preparing for, and dealing with, activist investors was rare in the banking industry, and especially rare for community banks. That comfort is quickly fading, however, as more funds and individuals contemplate opportunities for becoming “activist” investors in community banks through a variety of mechanisms, some for the better and some perhaps not so much.
- Spring 2016After nearly a decade practically devoid of state or federal de novo charter activity nationwide, the FDIC has announced plans to return to its three-year post-approval oversight period for de novos that was in effect prior to the financial crisis.
- 5/6/2016The Consumer Financial Protection Bureau (CFPB) yesterday released a widely anticipated proposed rule that would: (1) prohibit class action waivers in pre-dispute arbitration agreements, and (2) require a provider to submit records from individual arbitrations to the CFPB.
- 4/22/2016The first new comprehensive Ohio banking legislation in 20 years, Senate Bill 317, sponsored by Sen. Jim Hughes (R-Columbus), was introduced in the Ohio Senate on April 20, 2016.
- Winter 2016Bank and thrift shareholders are “different.” Direct or indirect ownership or control of large blocks of stock in a bank or a thrift institution brings with it the need to be cognizant of complex state and federal laws and regulations that may well trigger applications with state and federal regulators to approve the ownership, and/or a proposed transfer of ownership, in advance.
- 10/26/2015With 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.
- 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.
- 7/1/2015Unless you’ve been under a rock for the past year, you’re aware that perhaps top on the list of “risk management” items is the need to ascertain the viability and efficacy of your data security programs. Banking industry and agency literature has been replete with warnings and highlights. On June 30, 2015 the federal agencies, through the FFIEC, published their promised Cybersecurity Assessment Tool (CAT) to assist institutions, including those too small to have specific cybersecurity assessment resources, to evaluate cybersecurity risks and preparedness.
- 4/28/2015Jeff Smith, a partner in the Vorys Columbus office, and Jeffrey Quayle, senior vice president and general counsel for the Ohio Bankers League (OBL), co-authored an article for the Spring 2015 edition of the Ohio Record (the magazine of the OBL) titled “Joining Forces to Enhance Competitiveness.”
- 4/27/2015Following its proposal early this year, on April 9 the Federal Reserve issued an important revision to its Small Bank Holding Company (SBHC) Policy Statement relieving bank and savings and loan holding companies with consolidated assets of less than $1 billion from the requirements of Basel III.
- 4/7/2015Despite serious concerns by the industry, as announced on March 19, the Consumer Financial Protection Bureau (CFPB) has opted to publish “personal narratives” in conjunction with complaints against banking institutions. The CFPB website will carry unverified, unsubstantiated and uninvestigated narratives, in the words of the customer, describing their purported issues with a named institution.
- 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.
- 3/23/2015In 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 2014When 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 2014Life 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 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.
- Summer 2014On 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.
- 7/2/2014Earlier this month, federal banking regulators finalized their December 2013 guidance on Income Tax Allocation Agreements. This guidance confirms that all financial institutions should have in place an appropriate tax sharing agreement not just for federal and state income taxes but also for the Ohio Financial Institutions Tax (FIT).
- 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.
- 4/22/2014With the boom in oil and gas production issues in Ohio, irrespective of the type, charter bank and thrift lenders can find a significant resource for safe and sound lending guidance in the newly issued addition to the Comptroller’s Handbook on “Oil and Gas Production Lending.”
- 4/17/2014The Supreme Court of Ohio issued its decision dated March 4, 2014, in the case of FirstMerit Bank, N.A. v. Inks, et al (2014-Ohio-789), confirming important Ohio statutory protections for lenders in workout situations under Ohio Revised Code Section 1335.05.
- 3/14/2014As most bankers know, Ohio adopted a new Ohio Financial Institutions Tax (FIT), which is based on a consolidated entity formula explained below. Given the new consolidated approach to taxing financial institutions with a presence in Ohio and the bank regulatory issues that accompany any type of inter-company and bank liability sharing or exchange, it is important that financial institutions have in place an appropriate tax sharing agreement.
- 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.
- 8/28/2013
- 5/20/2013Jeffery E. Smith, a partner in the Columbus office, published this article regarding the Consumer Financial Protection Bureau's new mortgage-related rules in the Spring 2013 issue of The Bankers' Statement.
- 5/20/2013
- 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.
- 1/14/2013Jeffery E. Smith, a partner in the Columbus office, published this article in The Bankers' Statement, and it details why institutions should review their policies and procedures for buying and selling loan participation interests.
- 1/14/2013Jeffery E. Smith, a partner in the Columbus office, published this article in The Bankers' Statement, which details Basel III.
- 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.
- 4/17/2012Jeffery E. Smith, a partner in the Columbus office, published this article in The Bankers' Statement, regarding banks' choices when it comes to bank charters.
- 4/17/2012Jeffery E. Smith, a partner in the Columbus office, published this article in The Bankers' Statement, regarding branch purchase and sale transactions, involving sales and acquisitions of defined assets and assumption of defined liabilities (P&A transactions).
- 4/9/2012Bank 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.
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