Jeffery E. Smith

Partner
Photo of Jeffery E. Smith
Offices Columbus
Phone 614.464.5436
Fax 614.719.5246
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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:

Representative transactions include:

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

Honors & Awards

News

Events

Insights

  • Winter 2022
    FDIC Creates Office of Supervisory Appeals
    As bankers know, challenging agency decisions and actions can be fraught with concern over the potential, whether justified or not, for agency “retribution.”
  • Winter 2022
    Bank Advisory Boards Revisited: Avoiding Inadvertent Pitfalls
    Advisory boards can be, and typically are, a very helpful resource for seeking and obtaining important business and professional expertise, as well as community insights and input, for financial institutions. Advisory board members are often sought for those qualities and activities, and to serve as “good will ambassadors” for the institution, particularly in new markets or in seller markets that remain following bank charter consolidations.
  • Summer 2021
    Sharing Resources Revisited
    A recent Executive Order from President Biden could have a lasting impact on the ability of your financial institution’s employees to change jobs.
  • Summer 2021
    “Promoting Competition in the American Economy”: President Biden’s EO and Financial Institutions
  • Spring 2021
    The Role of “Supervisory Guidance”
    The federal banking agencies (including the FDIC, the OCC, the Federal Reserve, and the CFPB) adopted an important final rule in early 2021 (Rule) relating to how the agencies view and treat the impact and role of “supervisory guidance” (SG) in the regulation and oversight of their constituent institutions.
  • 3/11/2021
    The American Rescue Plan Act of 2021 Expected to Become Law
    On Wednesday, March 10th, the House passed the American Rescue Plan Act of 2021, the third major federal COVID-19 relief act following the CARES Act and the December 2020 Consolidated Appropriations Act. President Biden is expected to sign it into law Friday.
  • 12/27/2020
    President Signs $900 Billion Economic Aid Package
    Late on December 27, the President signed a $900 billion relief package that will provide aid to individuals and businesses still struggling with the economic impact of the ongoing COVID-19 pandemic. Both the House and the Senate passed the proposal last week.
  • Summer 2020
    Confidential Supervisory Information
    A recent Cease and Desist consent order published by the Federal Reserve Board involving disclosure actions by a (now former) bank employee helps to illustrate the importance of understanding what constitutes “confidential supervisory information” (CSI), the importance of maintaining the confidentiality of CSI, and the importance of educating bank employees, directors and other institution-affiliated parties in that regard.
  • Summer 2020
    Choice of Charters Redux: OCC Governance Proposals for National Banks and Federal Thrifts
    On July 7, 2020, the Office of the Comptroller of the Currency (OCC), primary regulator for national banks and Federal thrifts, published a lengthy proposal for significant and extensive revisions to certain of its current regulations (the Proposal).
  • 4/23/2020
    Federal Reserve Follows SBA’s Lead, Expands PPP Loan Access for Bank Insiders
    On April 17, the Federal Reserve Board announced an interim final rule that temporarily relaxes lending restrictions on member banks who make Paycheck Protection Program (PPP) loans to businesses owned by certain bank insiders.
  • 4/2/2020
    CARES Act Paycheck Protection Program: Overview for Participating Lenders
    On March 31, 2020, the SBA and the Treasury Department released initial guidance on the Paycheck Protection Program (PPP), providing further key details regarding how the SBA plans to administer the loan program.
  • 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.
  • Winter 2020
    Implications of Warren Bank M&A Proposal
    In December of 2019, Senator Elizabeth Warren and Representative Jesús García announced the introduction of the Bank Merger Review Modernization Act (the act), which would “…restrict harmful consolidation in the banking industry and protect consumers and the financial system from ‘Too Big To Fail’ institutions.”
  • Winter 2020
    Bank/Credit Union Combinations Redux
  • 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.
  • Summer 2019
    Branch Purchase and Sale Transactions: A Primer for Bankers
    Branch 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 2019
    Depository Institution Charter Conversions
    The 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 2019
    Proposed Federal Reserve Banker Ban: A Chilling Effect on Banker Mobility?
    Bankers, and lenders in particular, have enjoyed relatively broad opportunities for mobility between institutions for decades.
  • Winter 2019
    To Err Is Human: New Opportunities for Forgiveness in Ohio
    Being 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 2019
    Stock Buybacks for Banks and Bank Holding Companies
    Recent changes in stock prices, capital levels and loan demand for some institutions have created an increased interest in stock buybacks.
  • Fall 2018
    Raising Capital or Issuing Debt for Community Institutions
    One 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 2018
    Continued Uncertainty in Banking Marijuana Businesses in Ohio
    With Ohio entering the medicinal marijuana age, bankers unfortunately continue to have no clear direction when it comes to banking marijuana-related businesses (MRBs).
  • Fall 2018
    New Opportunities for Federal Thrifts
    In 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 2018
    Sharing Resources
    In 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.
  • 9/25/2018
    Financial Services Alert: New Opportunities for Federal Thrifts
    In 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 2018
    Bank Directors and the Wells Fargo Order
    For 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 2018
    Acquisitions of Banks by Credit Unions
    While once virtually “unthinkable,” banks are now targeted for acquisition by credit unions with more and more frequency.
  • Winter 2018
    The Challenges of CSI in M&A
    With 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.
  • 1/4/2018
    Financial Services Alert: Key Updates: Financial Institutions, Websites and the Application of the Americans with Disabilities Act
    Over 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 2017
    Industrial Loan Companies Redux
    The 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.
  • 7/28/2017
    Client Alert: Update on the New Ohio Pooled Collateral Program for Public Funds
    Under 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 2017
    Time Again for a Governance “Tune-up”
    The 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.
  • 11/21/2016
    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).
  • Fall 2016
    Ohio's Statutory Form Durable Power Of Attorney
  • Fall 2016
    Banking Regulators Clarify Application of the CRA to Historic Tax Credit Projects
    The 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 2016
    Birthing Baby Banks; the Dearth of De Novos
    In 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 2016
    Highlights of the New Ohio Pooled Collateral Program for Public Funds
    The landscape of collateral requirements for public fund deposits by state and local public entities is changing.
  • Summer 2016
    Banking Regulators Clarify Application of the CRA to Historic Tax Credit Projects
  • 7/19/2016
    Client Alert: Banks as Borrowers
    Bank 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.
  • 7/14/2016
    Client Alert: Getting Ready for CECL
    On 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.”
  • 5/25/2016
    Financial Services Alert: Attacks Begin on the CFPB’s Recently Proposed Regulations
    The 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.
  • 5/25/2016
    Financial Services Alert: Regulations Prohibiting Class Action Waivers Published in Federal Register
    On May 24, 2016 the Consumer Financial Protection Bureau’s (CFPB) proposed arbitration rule was published in the Federal Register.
  • Spring 2016
    Activist Investors and Community Banks
    It 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 2016
    De Novo Charters: Reduced FDIC “Special Probation” Period
    After 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.
  • 5/6/2016
    Financial Services Alert: CFPB Invites Comment on Newly Proposed Regulations Banning Class Action Waivers
    The 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.
  • 4/22/2016
    Client Alert: Ohio’s New Bank Modernization Bill: Good News for Ohio Banks and Customers
    The 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 2016
    Closely-held Banks and Estate Planning
    Bank 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.
  • 10/26/2015
    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.
  • 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.
  • 7/1/2015
    Client Alert: Cybersecurity - No More Excuses
    Unless 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.
  • 4/28/2015
    Joining Forces to Enhance Competitiveness
    Jeff 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.”
  • 4/27/2015
    Client Alert: Community Bank and Thrift M&A and Capital Planning: Important Opportunities for Small Bank and Thrift Holding Companies Arising from Relief from Basel III
    Following 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.
  • 4/7/2015
    Client Alert: Publication of Customer Complaints and Reputation Risk
    Despite 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 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.
  • 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.
  • 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.
  • 7/2/2014
    Client Alert: Federal Regulators Issue Further Guidance Regarding Tax Sharing Agreements
    Earlier 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 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.
  • 4/22/2014
    Client Alert: Oil and Gas Production Lending Guidance
    With 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.”
  • 4/17/2014
    Client Alert: Important Supreme Court of Ohio Decision for Loan Workouts and Lenders
    The 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.
  • 3/14/2014
    Client Alert: New Focus on Tax Sharing Agreements for Financial Institutions
    As 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.
  • 10/21/2013
    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.
  • 8/28/2013
    The Bankers' Statement - Summer 2013
  • 5/20/2013
    CFPB's Qualified Mortgage Rules
    Jeffery 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
    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.
  • 1/14/2013
    Current Issues in Loan Participation
    Jeffery 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.
  • 1/14/2013
    Basel III
    Jeffery E. Smith, a partner in the Columbus office, published this article in The Bankers' Statement, which details Basel III.
  • 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.
  • 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.
  • 4/17/2012
    Choice of Charters
    Jeffery E. Smith, a partner in the Columbus office, published this article in The Bankers' Statement, regarding banks' choices when it comes to bank charters.
  • 4/17/2012
    Branch Purchase and Sale Transactions:
    A Primer for Bankers
    Jeffery 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).
  • 4/9/2012
    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.
  • 1/30/2011
    “Dodd-Frank Wall Street Reform and Consumer Protection Act,” The Columbus Bar Association Lawyers Quarterly, Winter 2011
  • 1/3/2011
    “Reputation Risk,” Extraordinary Banker magazine; Winter, 2011
  • 12/30/2010
    “Who is My Constituency?: Bank Directors and the Art of Serving Multiple Masters,” The Ohio Community Banker, December, 2010
  • 12/30/2009
    “Bank Incentive Compensation Programs; The Federal Reserve Proposal,” The Ohio Community Banker, December, 2009
  • 11/30/2009
    “Selling Problem Loans; Cash for Clunkers,” The Ohio Bankers League Record, Winter, 2009
  • 9/30/2009
    “Time for a Governance Tuneup,” The Ohio Community Banker, September 2009
  • 8/30/2009
    “Executive Compensation Issues for Financial Institutions: Compensation Committee Independence and Say on Pay,” The Wyoming Banker, August 2009
  • 7/30/2009
    “Bank Advisory Boards: Avoiding Inadvertent Pitfalls,” Hoosier Banker, July 2009
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