Financial Institutions

Vorys’ nationally recognized finance group works coast to coast and across offices and practices to lead an array of sophisticated finance transactions, from bilateral middle market deals to complex billion-dollar, multi-currency global syndicated credit facilities.  Our finance attorneys have vast experience representing sophisticated lenders across the country in a wide array of financing transactions.

We partner with our clients to approach each finance transaction as a team and work seamlessly across practices to draw upon our attorneys’ experience in related fields, such as real estate, tax, environmental, employee benefits, securities, intellectual property, health care and information technology.

Our interdisciplinary experience allows our finance attorneys to provide practical, market-based legal counsel to efficiently close transactions. While a number of our attorneys are licensed and have practiced in New York and other U.S. financial centers, our Midwest roots further position us to deliver customized client service in a cost-effective manner to achieve our clients’ business objectives. 

Vorys is nationally known for leading leveraged, asset-based and structured finance transactions, as well as for advising on complex issues including derivatives and securitizations.  Our finance attorneys also assist clients in structuring, preparing, negotiating and documenting both bilateral and syndicated finance transactions ranging from less than $1 million to more than $2 billion.

Our work includes:

• Acquisition financing
• Asset-based lending
• Cross-border financing
• Derivatives
• Development and construction financing
• Leveraged ESOP transactions
• Equipment financing
• Letters of credit and banker’s acceptances
• Leveraged finance
• Loan restructurings and workouts
• Mezzanine and second lien financing
• Note purchase transactions
• Public debt offerings
• Project finance transactions
• Real estate financing
• Securitizations and receivables financing
• Sponsor-led acquisition facilities
• Structured finance
• Syndicated credit facilities
• Synthetic leases

Our financial institutions group includes members of Vorys’ bankruptcy and creditors’ rights practice – ranked nationally in the 2024 U.S. News – Best Lawyers^® “Best Law Firms” report – who represent clients in all aspects of bankruptcy law, workouts and restructurings.

Our bankruptcy practice represents an array of parties in cases under the U.S. Bankruptcy Code and applicable state statutes, including:

• Secured and unsecured creditors
• Creditors’ committees
• Debtors-in-possession
• Lessors
• Suppliers
• Equity holders
• Purchasers
• Trustees
• Receivers
• Custodians

Vorys attorneys have advised clients in hundreds of matters addressing all aspects of bankruptcy law, corporate reorganizations, in-court and out-of-court debt restructurings, and asset protection and recovery, as well as debtor and creditor matters.  We also regularly facilitate the development and implementation of “workout” strategies for troubled loans, including multimillion-dollar credit facilities, asset-based loans, letter of credit financing and standard commercial loans.

We have decades of experience handling the procedural and litigation complexities inherent in the representation of secured creditors and lenders, but we pride ourselves on maintaining a practical view focused on recovering assets and resolving conflicts.  Our lawyers' long-standing record of achieving favorable results in court benefits clients whose matters require litigation.

Recognized by Chambers and Partners as a “Leading Law Firm” in Ohio for “Corporate/M&A”, Vorys leads all phases of mergers and acquisitions, beginning with structuring and planning through the due diligence, negotiation, execution and implementation of a transaction.  

We advise on both sides of strategic purchase and sale transactions for virtually all types of state and federal stock and mutual institutions.  We also serve as underwriter and placement agent counsel for regional and national investment bankers in public and private debt and equity offerings.

Clients call on us to strategize with management and boards in early planning stages and to analyze alternatives. Our work also includes identification of transaction parties, due diligence, negotiations, documentation, assistance in obtaining shareholder and regulatory approvals, employment issues, transaction consummation and post-closing integration issues.  

We serve as lead counsel in a range of corporate transactions, including:

• Institution mergers, acquisitions and sales
• Subsidiary and branch formations, spinoffs, acquisitions and divestitures
• De novo bank formations
• Holding company formations
• Asset and stock sales and purchases
• Insurance and securities affiliations and acquisitions
• Change in bank control transactions
• Special issues relating to mutual institutions and mutual holding companies
• Federal Deposit Insurance Corporation (FDIC)-assisted transactions
• Conversions

For a list of representative transactions, visit our experience tab.

Vorys represents issuers and investors – including numerous financial institutions – in nearly all aspects of federal and state securities law compliance.  Our securities compliance capabilities are part of a nationwide practice that provides corporate and regulatory services for a variety of financial institutions.  Because many of our clients are organized under Ohio and Delaware law, our lawyers have particular proficiency in the corporate and securities laws of those states. 

Our attorneys leverage a wealth of knowledge and experience across industries to inform our representation of financial institutions, investors, family offices, venture capital firms and lenders in securities compliance matters.

We advise our clients in navigating the increasingly complex and constantly changing regulatory framework imposed by the Securities and Exchange Commission (SEC) and state securities regulators, as well as by the national securities exchanges, including NASDAQ and NYSE. 

Our work on federal and state securities law compliance and disclosure matters includes:

• Annual, quarterly and current reports
• Proxy statements and shareholder proposals
• Press releases and analyst presentations
• SEC comment letters
• Section 13 and Section 16 reporting and compliance
• Securities exchange listing/corporate governance standard compliance
• Sarbanes-Oxley, Dodd-Frank, Regulation FD and Regulation G compliance
• Securities Exchange Act of 1934 compliance
• Securities Act of 1933 compliance

Vorys – ranked nationally in the 2024 U.S. News – Best Lawyers^® “Best Law Firms” report for “Litigation -Securities,” among other areas of litigation – represents financial institutions in courts across the country, with a particular focus on serving as national counsel in class actions, multidistrict litigation (MDL) and other complex multiparty matters. 

Our multidisciplinary financial institutions group works seamlessly across practices and offices to ensure that our collective knowledge of unique issues facing the banking industry – including complex regulatory schemes impacting financial services litigation – is brought to bear for our clients. 

We represent state and federally chartered banks, thrifts and holding companies, consumer finance lenders and mortgage companies in criminal and civil investigations and in all types of business disputes, including securities, employment and data breach, investigations and bankruptcy matters. 

Our financial services litigation work includes matters involving:

• Breach of contract
• Breach of fiduciary duty
• Class action defense
• Consumer finance
• Conversion of assets
• Credit and collection practices
• Credit cards
• Distressed assets
• Disclosure violations
• Floor plan financing
• Fraudulent conveyance
• Interest rate calculation
• Lender liability
• Loan origination and servicing
• Mortgage foreclosures
• Predatory lending
• Preferential payments

• Probate, trust and fiduciary litigation
• Secured credits
• Truth in Lending Act (TILA)