J. Bret Treier
Practice Areas
Industries
Education
- Case Western Reserve University School of Law, J.D., 1985, cum laude
Case Western Reserve Law Review, Editor, 1985 - Bowling Green State University, B.S., 1982, magna cum laude
Bar & Court Admissions
Judicial Clerkships
- The Honorable Leroy J. Contie, Jr., United States Court of Appeals for the Sixth Circuit, 1985-1987
Bret is the managing partner of the Vorys Akron office and a member of the corporate group. His practice focuses primarily on representing public and significant private companies, which he counsels regularly on a broad range of matters involving acquisitions, dispositions and other transactions, corporate and board governance, securities law compliance and reporting, including executive compensation and disclosure issues, and public offerings of debt and equity securities. Bret is particularly experienced in representing public financial institutions and multi-generational family-owned businesses.
Recent transaction highlights include:
- Advising franchisee in its acquisition of six McDonald's restaurant franchises
- Advising Farmers National Banc Corp. in its acquisitions of
- Maple Leaf Financial, Inc. for approximately $42 million
- Monitor Bancorp Inc. for approximately $8 million
- Tri-State 1st Banc, Inc. for approximately $14 million
- National Bancshares Corporation for approximately $73 million
- National Associates, Inc., a retirement planning consultancy
- Advising The Farmers National Bank of Canfield in its acquisition of insurance agency Bowers Insurance Agency, Inc.
- Advising Farmers National Banc Corp. in connection with its offering of common shares in a shareholder rights offering and sale to standby investors, and the sale of common shares in a “best efforts” public offering, totaling 5,000,000 common shares with gross proceeds of approximately $15 million
- Advising A. Schulman, Inc. in connection with securities law compliance and disclosure aspects of its sale to LyondellBasell for $2.25 billion
- Advising A. Schulman, Inc. in connection with its entry into a $1.0 billion senior secured credit facility used to fund its $800 million acquisition of HGGC Citadel Plastics Holdings, Inc.
- Advising A. Schulman, Inc. in connection with its offering of shares of its common stock upon its acquisition of ICO, Inc. for $237 million
- Advising A. Schulman, Inc. in its acquisition of ECM Plastics, Inc. for $36.5 million
- Advising A. Schulman, Inc. in successful resolution of proxy solicitation efforts by a privately owned investment sponsor
- Advising industry segment leading distributor of other hydraulic, hose, connector, and electro-mechanical products and related tools in its sale of assets for $71 million to a public company leader in the aerospace and industrial distribution markets
- Advising Akron General Health System in the negotiation and execution of various joint venture relationships
Bret is a member of the American Bar Association, the Ohio State Bar Association and the Akron Bar Association.
Bret has lectured on various corporate and banking topics, including shareholder activism, corporate governance, executive compensation, and corporate ethical issues. He also coauthored a book on mergers and acquisitions for wholesale distributors.
Bret received his J.D. cum laude from Case Western Reserve University School of Law where he was a member and editor of the Case Western Reserve Law Review. He received his B.S. magna cum laude from Bowling Green State University.
Bret served as a federal judicial clerk for the Honorable Leroy J. Contie, Jr. of the United States Court of Appeals for the Sixth Circuit.
Professional and Community Activities
- Akron Community Foundation, Director, 2018 - present
- Advisory Council, U.S. District Court for the Northern District of Ohio, 2013-present
- Cleveland Clinic/Akron General Health System, Director, 2010-present
- Akron Marathon Charitable Corporation, Board Chair, Director 2009-present
- Akron Metro YMCA Endowment Foundation, Director, 2004-present
- Ohio & Erie Canalway Association, Director, 2010-present
- Ohio & Erie Canalway Coalition, Director, 2006-present
Honors & Awards
- The Best Lawyers in America, Akron Banking and Finance Law “Lawyer of the Year,” 2019
- The Best Lawyers in America, Akron Corporate Law "Lawyer of the Year," 2016, 2018, 2020
- The Best Lawyers in America, Banking and Finance Law, 2017-2020
- The Best Lawyers in America, Corporate Governance Law, 2008-2020
- The Best Lawyers in America, Corporate Law, 2010-2020
- Ohio Super Lawyers, Mergers and Acquisitions, 2005-2006 and 2008-2010, 2018-2020
- Martindale-Hubbell AV Peer Review Rated
News
- 12/9/2019Vorys is pleased to announce that 39 attorneys from the firm have been named 2020 Ohio Super Lawyers and Rising Stars.
- 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.
- 8/15/2019Twelve Vorys attorneys have been named 2020 Lawyers of the Year by Best Lawyers. Each year, only a single lawyer in each specialty in each community is honored as the “Lawyer of the Year.”
- 12/5/2018Vorys is pleased to announce that 48 attorneys from the firm have been named 2019 Ohio Super Lawyers and Rising Stars.
- 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.
- 8/15/2018Nine lawyers from Vorys, Sater, Seymour and Pease LLP were recently named 2019 Lawyers of the Year by Best Lawyers.
- 12/5/2017Vorys is pleased to announce that 56 attorneys from the firm have been named 2018 Ohio Super Lawyers and Rising Stars.
- 8/17/2017Twenty Vorys attorneys have been named 2018 Lawyers of the Year by Best Lawyers. Each year, only a single lawyer in each specialty in each community is honored as the “Lawyer of the Year.”
- 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.
- 12/2/2016Vorys is pleased to announce that 58 attorneys from the firm have been named 2017 Ohio Super Lawyers and Rising Stars.
- 8/22/2016Vorys, Sater, Seymour and Pease LLP announced today that J. Bret Treier will assume the role of managing partner of the firm’s Akron office on January 1, 2017. F. Daniel Balmert, the current Akron office managing partner, will retire at the end of 2016.
- 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.
- 10/5/2015Bret Treier, a partner in the Vorys Akron office and a member of the corporate group, was the focus of an Akron Legal News story titled “Vorys Attorney Shares His Mergers and Acquisitions Experience in a New Book.”
- 9/21/2015J. Bret Treier, a partner in the Vorys Akron office and member of the corporate group, co-authored a book titled Mergers and Acquisitions for Distributors: Expert Advice for Buyers and Sellers for the National Association of Wholesaler-Distributors.
- 8/17/2015One-hundred and eighteen lawyers from Vorys were recently selected by their peers for inclusion in The Best Lawyers in America® 2016.
- 8/17/2015Sixteen Vorys attorneys have been named 2016 Lawyers of the Year by Best Lawyers.
- 8/18/2014One-hundred and ten lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2015.
- 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.
- 8/14/2013One hundred and eleven lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2014.
- 8/23/2012One hundred and twenty-six lawyers from Vorys were recently selected by their peers for inclusion in The Best Lawyers in America® 2013.
- 9/6/2011
- 8/9/2010
- 6/24/2010
- 12/22/2009
- 8/4/2009
- 12/29/2008
- 10/29/2008
- 1/17/2008
- 9/19/2007
- 7/5/2007
- 5/28/2007
Events
- 11/16/2017Vorys Partner Bret Treier spoke at SEC Hot Topics Institute: Cleveland, OH on November 16, 2017. Bret presented on Gender Pay Equity Proposals and Update on Board Composition Policies.
- 12/14/2016Vorys Partners Jeff Fickes, Adam Miller, Bret Treier and Dave Tocco presented at the Society of Corporate Secretaries and Governance Professionals Meeting hosted by Vorys, Sater, Seymour and Pease LLP on December 14, 2016.
- 11/17/2016Vorys Partner Bret Treier was a speaker at the SEC Hot Topics Institute hosted by RR Donnelley on November 17, 2016.
- 2016Bret Treier, an partner in the Vorys Akron office, spoke at the 2016 NEO Distributor Symposium.
- 11/19/2015Vorys Partner Bret Treier was a speaker at the 19th Annual RR Donnelley SEC Hot Topics Institute on November 19, 2015.
- 9/8/2011
- 3/31/2011
Insights
- 6/17/2020As companies continue to adjust to the realities of working from home and remotely connecting with their employees, customers, and management, the once-theoretical consideration of business continuity planning became a reality that had to be addressed immediately. Failure to adequately plan, and to sufficiently monitor those initial plans, can subject directors to potential liability for breaching their fiduciary duties.
- 5/20/2020A board’s core duties to employ reasonable and effective oversight of management and business operations are even more important in this unique COVID-19 era
- 4/20/2020Having addressed how to conduct hybrid or virtual-only shareholder meetings, corporate boards now must consider virtual board meetings in this COVID-19 era, and decide how to mitigate the additional legal risks they present.
- 11/21/2018On November 19, 2018, Institutional Shareholder Services Inc. (ISS) released updates to its proxy voting guidelines for 2019 (2019 Updates).
- 11/21/2017On November 16, 2017, Institutional Shareholder Services Inc. (ISS) released updates to its proxy voting guidelines for 2018 (2018 Updates). The 2018 Updates are effective for shareholder meetings on or after February 1, 2018. This alert summarizes the highlights of the 2018 Updates.
- 10/17/2017On October 12, 2017, the Securities and Exchange Commission (SEC) proposed amendments to various items of Regulation S-K that are intended to (1) modernize and simplify certain disclosure requirements in Regulation S-K and related rules and forms and (2) improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information.
- 3/27/2017On March 22, 2017, the SEC adopted an amendment to Exchange Act Rule 15c6-1(a) to shorten by one business day the standard settlement cycle for most broker-dealer securities transactions. Currently, the standard settlement cycle for these transactions is three business days (i.e., T+3). The amended rule shortens the settlement cycle to two business days (i.e., T+2).
- 5/20/2016On May 17, 2016, the SEC updated its Compliance & Disclosure Interpretations (C&DIs) concerning the use of non-GAAP financial measures. The new guidance focuses on the calculation and presentation of non-GAAP financial measures in SEC filings and earnings releases subject to Regulation G and/or Item 10(e) of Regulation S-K.
- 8/10/2015On August 5, 2015, the SEC voted 3-2 to adopt the final pay ratio disclosure rules imple¬menting Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act).
- 7/30/2015In 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.
- 7/6/2015On July 1, 2015, the SEC issued proposed rules that would require listed issuers to: • adopt and comply with a policy requiring the recovery of excess incentive-based compensation from the issuer’s executive officers in the event of material accounting restatements; and • disclose the listed issuer’s clawback policy and certain information relating to the application of such clawback policy.
- 5/5/2015On April 29, 2015, the Securities and Exchange Commission (SEC) proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which directs the SEC to require additional “pay-versus-performance” disclosure in any proxy information statements in which executive compensation disclosure is required pursuant to Item 402 of Regulation S-K.
- 4/3/2015On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which provides an exemption from the registration requirements of the Securities Act of 1933 (Securities Act) for smaller securities offerings by private (non-SEC reporting) companies.
- Spring 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.
- 2/12/2015On February 9, 2015, the Securities and Exchange Commission (the SEC) proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which directs the SEC to require, by rule, each public company to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders of the company whether any employee or director, or any designee of such employee or director, is permitted to hedge the company’s equity securities.
- 2015Bret Treier co-authored Mergers and Acquisitions for Distributors: Expert Advice for Buyers and Sellers.
- 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.
- 11/11/2014
- 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.
- 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.
- 9/20/2013On September 18, 2013, the Securities and Exchange Commission proposed new pay ratio rules pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
- 8/28/2013
- 8/27/2013J. Bret Treier, a partner in the Akron office, authored this article about Electronic Applications (E-Apps) system, a web-based application that allows financial institutions supervised by the Federal Reserve to submit certain applications and other filings electronically, for the Summer 2013 edition of The Bankers' Statement.
- 5/20/2013
- 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.
- 11/21/2012On November 16, 2012, Institutional Shareholder Services Inc. (ISS) released the 2013 Updates to its U.S. Corporate Governance Policy (the 2013 Updates). The 2013 Updates will be effective for shareholder meetings on or after February 1, 2013, unless otherwise noted within the alert.
- 10/3/2012On October 1, 2012, New York Stock Exchange LLC (NYSE) amended the proposed listing standards it issued on September 25, 2012 implementing the requirements imposed by Section 10C of the Securities Exchange of 1934 and Exchange Act Rule 10C-1.
- 10/1/2012On September 25 and 26, 2012, respectively, New York Stock Exchange LLC (NYSE) and The NASDAQ Stock Market LLC (NASDAQ) proposed amendments to their listing standards to comply with the requirements of Section 10C of the Securities Exchange Act of 1934 (the Exchange Act), as set forth in Exchange Act Rule 10C-1, relating to the independence of compensation committees and compensation advisers.
- 9/4/2012J. Bret Treier, a partner in the Akron office, published this article in the Summer 2012 edition of The Bankers' Statement regarding copying and removing financial institution and supervisory records from an institution.
- 6/26/2012Securities Alert: New SEC Rule and Disclosure Requirements Adopted Governing Compensation CommitteesOn June 20, 2012, the Securities and Exchange Commission (SEC) adopted a new final rule and amendments to current proxy disclosure rules regarding compensation committees. The new rule implements compensation committee listing requirements.
- 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.
- 4/9/2012Bank 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.
- 1/26/2012The New York Stock Exchange (NYSE) published Information Memo 12-4 on January 25, 2012, in which NYSE altered its previous position under NYSE Rule 452 of allowing brokers to vote customer shares in certain situations without specific client instructions.
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