- Corporate and Business Organizations
- Financial Institutions
- The Ohio State University Michael E. Moritz College of Law, J.D., 1999, summa cum laude, Order of the Coif
Ohio State Law Journal, Managing Editor, 1998-1999
- Bowling Green State University, B.S.B.A., 1996, summa cum laude
Bar & Court Admissions
- Admitted to practice law only in the states listed above.
Tony is a partner in the Vorys Columbus office and a member of the corporate group. Tony represents and counsels public and private companies and financial institutions on a broad range of legal matters, including corporate governance, business formation, mergers and acquisitions, joint ventures, contract negotiations, disclosure and reporting under the Securities Exchange Act of 1934, and regulatory compliance. A significant portion of his practice is devoted to assisting Japanese companies in establishing and operating U.S. affiliates and joint ventures.
Career highlights include:
- Representing Tailored Brands, Inc., and its subsidiary, The Men's Wearhouse, Inc., in the sale of its corporate apparel business to a group led by the existing U.K. corporate apparel executive team
- Assisting Japanese clients in establishing affiliates and joint ventures in the U.S. for conducting manufacturing operations and providing ongoing counsel to those clients in connection with their U.S. operations
- Representing a national distribution company in connection with multiple stock and asset acquisitions since 2011
- Representing multiple transportation and manufacturing companies in connection with the restructuring of their North American subsidiaries and operations
- Representing a national retailer in the sale of a division in a management buyout transaction
- Representing a national food sales and marketing company in connection with the sale of its business
- Representing a manufacturer of commercial doors and frames in the sale of its business
- Representing Pomegranate Health Systems in connection with the sale of its juvenile psychiatric treatment facility in Columbus, Ohio to Sequel Youth and Family Services
- Representing Civista Bancshares, Inc. (formerly First Citizens Banc Corp) in connection with its acquisition by merger of TCNB Financial Corp. and its bank subsidiary, The Citzens National Bank of Southwestern Ohio
- Representing SB Financial Group, Inc. in connection with its registered public offering of $15 million of Depositary Shares, each representing 1/100th interest in a 6.50% Noncumulative Convertible Perpetual Preferred Share, Series A
- Representing First Citizens Banc Corp in connection with its registered public offering of $25 million of Depositary Shares, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B
- Representing Croghan Bancshares, Inc. in connection with its acquisition of Indebancorp and its bank subsidiary, National Bank of Ohio, in a merger transaction involving the issuance of stock registered under the Securities Act of 1933
- Representing the directors of a family owned automobile dealership in connection with the sale of the dealership
- Representing a Japanese corporation in the acquisition of a U.S.-based specialty manufacturer
- Representing a U.S.-based manufacturing company in the spin-off and sale of its business to a Japanese corporation
- Assisting financial institutions with complex financial regulations, supervisory actions and capital raising and restructuring transactions
- Serving as outside counsel to several publicly traded clients in connection with securities offerings, corporate disclosure and Securities and Exchange Commission compliance and reporting
Tony is a member of the Ohio State Bar Association and the Columbus Bar Association.
Tony received his J.D. summa cum laude from The Ohio State University Michael E. Moritz College of Law, where he was a member of the Order of the Coif and was a member and a managing editor of the Ohio State Law Journal. Tony received his B.S.B.A summa cum laude from Bowling Green State University.
Professional and Community Activities
- Japan-America Society of Central Ohio, Board of Directors, 2009-present
- Greater Columbus Sister Cities International, Board of Directors, 2014-present
- Bowling Green State University Alumni Association, Board of Directors, 2009-2015
Honors & Awards
- The Best Lawyers in America, Columbus Mergers and Acquisitions Law “Lawyer of the Year,” 2019
- The Best Lawyers in America, Mergers & Acquisitions Law, 2013-2020
- Ohio Super Lawyers Rising Stars, Business/Corporate, 2007 & 2009
- 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.
- 8/15/2018One 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.
- 8/17/2017One hundred and eight lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2018.
- 8/15/2016One-hundred and eleven lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2017.
- 8/17/2015One-hundred and eighteen lawyers from Vorys were recently selected by their peers for inclusion in The Best Lawyers in America® 2016.
- 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.
- 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.
- 9/6/2018On September 6, 2018, Vorys Partners Jeff Smith, Tony Weis and Kim Schaefer spoke at the 2018 Midwest Strategic Options Conference.
- 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.
- 1/13/2017Vorys Partners Adam Miller, Kim Schaefer and Tony Weis were speakers at the Preparing for the 2017 Proxy and Annual Report Season seminar on January 13, 2017.
- 5/15/2013Vorys partner Tony Weis spoke at the Advising Corporate Directors and Officers CLE hosted by the Ohio State Bar Association on May 15, 2013.
- 3/25/2020With 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.
- 11/21/2018On November 19, 2018, Institutional Shareholder Services Inc. (ISS) released updates to its proxy voting guidelines for 2019 (2019 Updates).
- Winter 2018While the prohibition on unfair or deceptive acts or practices in or affecting commerce (UDAPs) by financial institutions is not new, we have observed a noticeable uptick over the past few years in the number of alleged UDAPs cited by federal banking regulators in the course of examinations.
- 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).
- 7/30/2015In mid-2000, the SEC adopted Regulation FD to protect investors by creating a level playing field for all investors for access to material, nonpublic information. The SEC’s primary concern was that selective disclosure, and the perception of selective disclosure to analysts and institutional investors, of material, nonpublic information, leads to a loss of investor confidence in the integrity and fairness of the securities markets.
- 7/30/2015On June 9, 2015, the Federal Reserve, OCC and FDIC (as well as the SEC, CFPB and NCUA) issued a final interagency joint policy statement (JPS) establishing standards for assessing the diversity policies and practices of the entities they regulate.
- 7/30/2015Imagine the following scenario: your bank has just announced an agreement to be acquired by a larger institution that is entering your market for the first time. Two months into the process your CEO, CFO and chief lender tell the board that they have decided to accept offers from local competitors because (a) they will make more money, (b) they have a built-in customer following and (c) despite good relations with the buyer they are uncertain as to their future and have families to consider.
- 7/30/2015As the M&A environment heats up and industry chatter increases, banks and their boards need to be prepared to take advantage of strategic opportunities. Boards should have an M&A strategy in place and this preparation needs to take place before the situation arises.
- Spring 2015As 2015 gets under way, bank compensation committees are tasked with setting the bank’s executive compensation strategy for the year and effectively communicating that compensation structure to shareholders. Compensation committees need to strike a balance between a compensation program that attracts and retains employees and encourages those employees to take appropriate business risks while advancing the bank’s growth strategies and discouraging inappropriate risks.
- Spring 2015Maybe at one time your company was reporting to the Securities and Exchange Commission (SEC) and your company’s stock was listed on The NASDAQ Stock Market (NASDAQ). You were relieved when the Jumpstart Our Business Startups Act allowed you to terminate your SEC registration, even though it meant that your stock could no longer be listed on NASDAQ.
- Spring 2015During the past three years, a significant number of community banks and their holding companies (collectively, banks) throughout the United States elected to “go dark” by taking advantage of a provision in The Jumpstart Our Business Startups Act (JOBS Act). These banks were able to suspend their reporting obligations under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) and deregister with the Securities and Exchange Commission (SEC) because they had fewer than 1,200 shareholders of record.
- 3/23/2015Enhanced Opportunities for Community Banks: The Federal Reserve’s Proposal to Raise the Threshold for Qualifying as a “Small” Holding Company from $500 million to $1 billion in Consolidated AssetsIn December 2014, Congress modified portions of Dodd-Frank to provide additional opportunities to reduce the regulatory burden on community banks. In response to this legislation, on January 29, 2015 the Federal Reserve Board (FRB) requested comment on several related proposals (and an interim rule) focused primarily on increasing the number of holding companies eligible for the reduced reporting and other requirements under the “small” holding company exclusion.
- Winter 2014Following an extended dry spell for de novo bank applications, in what could be interpreted as a gesture to “kick-start” de novo conversations, the FDIC issued in November a somewhat “out of the blue” financial institutions letter (FIL-56-2014) containing a series of Q&As relating to procedural issues surrounding applications for deposit insurance.
- Winter 2014The Status, Issues and Relevant Ongoing Questions Related to DOMA Same-Sex Marriages, Secured Lending Transactions and Related Collection Issues in OhioWhen bankers see news reports about the Defense of Marriage Act (DOMA), Ohio’s Marriage Amendment and recent court cases involving same-sex marriages, they probably think in terms of constitutional, health care, employment and domestic issues.
- Winter 2014Both state and federal bank regulatory exam reports use references to Matters Requiring Attention (MRAs), Matters Requiring Board Attention (MRBAs) and Matters Requiring Immediate Attention (MRIAs) as mechanisms for bringing issues and concerns to the attention of financial institution boards.
- Winter 2014Community banks and thrifts have great reputations for their focus on customer service. Management and boards of financial institutions are accustomed to being thoroughly engaged and focused on maintaining and monitoring good relationships with their key customers at all levels.
- Summer 2014With developments over the recent years that include a number of high profile data breaches (e.g., Snowden and Target), the National Institute of Standards and Technology release of its recommendations titled the "Framework for Improving Critical Infrastructure Cybersecurity," and the enhanced regulatory exam focus on identifying an institution’s preparation and protections related to cyber risks, institutions and boards that fail to focus and create plans to deal with cyber risks do so at their own peril.
- Summer 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.
- 1/23/2013On December 20, 2012 Governor John Kasich signed into law Amended Substitute House Bill 510 to change the way Ohio taxes financial institutions. Beginning January 1, 2014, Ohio imposes a new business privilege tax on financial institutions doing business in Ohio.
- 1/21/2013On January 10, 2013, the Consumer Financial Protection Bureau (CFPB) issued a number of mortgage-related rules, including its long-awaited qualified mortgage (QM) rules in an 804-page set of complex guidelines for residential real estate lending mandated by the Dodd-Frank Act. The rules take effect in January 2014.
- 1/18/2013Bankers will recall that certain mortgage servicing organizations, many affiliated with large banking organizations, agreed to a comprehensive settlement process with regard to a variety of claims relating to residential mortgages generated in the 2009-2010 timeframe as part of enforcement actions commenced in 2011.
- 1/4/2013The banking world has been rocked in recent weeks by news of very significant settlements between banks and federal regulators for alleged violations of laws and regulations pertaining to bank secrecy and money laundering. The level of these settlements should serve to remind bankers that the regulatory agencies take compliance with those laws and regulations very seriously.
- 1/2/2013As all bankers know, the FDIC as receiver has "ramped up" it’s efforts to bring actions against directors, officers and "institution-affiliated parties" (IAPs) of failed institutions during the current banking challenges. The FDIC may elect to bring suit against former IAPs and others based upon simple negligence or gross negligence, and actions for both are often included in the complaint.
- 9/4/2012Anthony D. Weis, a partner in the Columbus office, published this article in the Summer 2012 edition of The Bankers' Statement regarding the JOBS Act and what it means for financial institutions.
- 6/4/2012In recent examinations, the FDIC has identified issues arising from the existence of "optionality" provisions in participation agreements that provide the originating lender with the option of repurchasing the participated portion of the loan upon a borrower default.
- 4/9/2012Client Alert: Bankers Beware: Copying and Removal of Confidential Financial Institution and Supervisory Information Can Lead to FDIC ActionBank officers and directors, as well as bank legal counsel should take heed of the FDIC's Financial Institution Letter dated March 19, 2012 (FIL-14-2012).
- 3/9/2012In a long-awaited move, the U.S. House on Thursday passed, as part of the JOBS Act, proposed legislation that includes raising the threshold for SEC registration for banks and bank holding companies from 500 shareholders to 2,000 shareholders. The threshold for deregistration would be increased from 300 shareholders to 1,200 shareholders.