Financial Institutions

Our deep knowledge and experience in the financial services sector has allowed us to grow into a nationally-recognized team of more than 100 industry practitioners who offer pragmatic, cost-effective counsel to clients throughout the United States.

Who We Represent

Our multidisciplinary team provides comprehensive legal counsel to a range of industry players, including:

• National and regional banks
• Large and small community banks and thrifts
• Mortgage companies
• Investment banking firms
• One of the largest financial institution trade associations in the country

Our 360-Degree Approach and Thought Leadership

Vorys’ financial institutions group comprises a diverse bench of attorneys with decades of experience in finance and corporate transactions, regulatory compliance and litigation.

Our multidisciplinary team includes attorneys with in-house legal department experience at a range of financial institutions, including a former general counsel and executive officer of several bank holding companies who co-authored a nationally recognized handbook for bank and thrift directors. 

We work across practices and offices to keep abreast of changes in the law and developing trends impacting financial institutions, and advise our clients on strategies to overcome emerging challenges.  To arm our clients with the tools they need to thrive in this heavily regulated industry, we publish client alerts on important industry issues as they arise, as well as an industry-recognized quarterly newsletter, The Bankers’ Statement.

National Recognition

Our commitment to excellence and client service is evident by our consistent recognition as a top-tier firm advising financial institutions.

Vorys has been named a “Go-To Law Firm” for 12 consecutive years in American Lawyer Media’s survey of in-house counsel at the 500 largest U.S.-based companies, including financial institutions.

We are proud to have earned top honors as a national Tier 1 firm for banking and finance in the Best Lawyers^® “Best Law Firms” report annually since 2019, and we have earned long-standing recognition as a “Leading Law Firm” in Ohio for “Banking & Finance” in the prestigious Chambers USA guide.

In recent rankings, Chambers and Partners lauds Vorys’ “strength in asset-based lending, structured financing, acquisition finance and derivatives work, among other areas,” and notes our experience advising "financial institutions on matters such as regulatory compliance, banking M&A and securities law compliance” matters.

What We Do

Commercial Lending

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

Bankruptcy, Workouts and Restructuring

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.

Mergers & Acquisitions

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.

Corporate and Securities Compliance

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

Litigation

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)

Our work for financial institutions is expansive.  Below, our experience includes recent transactions and securities offerings on which we have supported our financial institution clients:   

Recent Mergers & Acquisitions

• First Financial Bancorp. in its acquisition of Bannockburn Global Forex, LLC
• American Savings Bank in its merger with Valley Central Bank
• Home City Financial Corporation in its sale to Richwood Bancshares, Inc.
• The Arlington Bank in its acquisition by First Merchants Bank
• First Defiance Financial Corp. in its acquisition of Commercial Bancshares
• First Community Bank in its acquisition by First Commonwealth Bank
• Civista Bancshares, Inc. (formerly First Citizens Banc Corp) in connection with its acquisition by merger of TCNB Financial Corp. and its bank subsidiary, The Citizens National Bank of Southwestern Ohio
• Park National Corporation and its wholly-owned bank subsidiary, Vision Bank, in connection with the sale of substantially all of the performing loans, operating assets and liabilities associated with Vision Bank to Centennial Bank
• FC Banc Corp in its acquisition by CNB Financial Corporation  
• Camco Financial Corporation in its merger with Huntington Bancshares, Inc.
• Farmers National Banc Corp. in its acquisition of retirement planning consultancy National Associates, Inc.
• Croghan Bancshares, Inc. in connection with its acquisition of Indebancorp and its wholly-owned subsidiary, National Bank of Ohio
• CSB Bancorp it its acquisition of Indian Village Bancorp, Inc.
• Home Federal Bancorp, Inc. in its merger with Cascade Bancorp following a go shop process
• Insight Bank in its acquisition by First Financial Bank N.A.
• Home Federal Bancorp, Inc. in its subsequently terminated negotiation of a merger with Banner Corporation
• Colonial Banc Corp. in the sale of its subsidiary, Eaton National Bank & Trust Co., to LCNB Corp.
• United Community Financial Corp., the holding company for The Home Savings and Loan Company, it its sale of four Ohio branches.
• ASB Financial Corp. in its acquisition of Cottage Savings Bank
• United Midwest Savings Bank, subsidiary of MSB Capital Corporation, in the sale of its Kentucky branch to Heritage Bank
• PVF Capital Corp in its merger with F.N.B. Corp.
• Ohio Commerce Bank in its merger with Peoples Bank, National Association, a wholly-owned subsidiary of Peoples Bancorp Inc.
• Park National Corporation in its merger with Vision Bancshares, Inc. and in its merger involving the acquisition of Anderson Bank Company
• Sistersville Bancorp, Inc., in its acquisition by Peoples Bancorp, Inc.
• CSB Bancorp, Inc. in its acquisition of branches, loans and deposits of Premier Bank & Trust Co
• DCB Financial Corp in its sale of a branch, loans and deposits to Merchants National Bank
• Croghan Bancshares, Inc. in its sale of a branch, loans and deposits to Farmers and Merchants State Bank
• Peoples Banking Co in its purchase of branches, loans and deposits from Mercer Savings Bank
• The Home Building & Loan Company in its merger with Community Savings Bank
• First Citizens Banc Corp in its acquisition of Futura Banc Corp.
• Ohio Bankers League in its acquisition of a membership interest in Compliance Alliance, Inc.
• Skipjack Financial Services, Inc. in its sale to a publicly traded bank

Recent Securities Offerings

• Park National Corporation in connection with its underwritten public offering of $175 million aggregate principal amount of 4.50% Fixed-to-Floating Rate Subordinated Notes due 2025
• SB Financial Group, Inc. in connection with its registered public offering of $15 million of Depositary Shares, each representing a 1/100th interest in a 6.50% Noncumulative Convertible Perpetual Preferred Share, Series A
• Benchmark Bancorp, Inc. in its recent offering of common and Series A Preferred Stock
• FirstMerit Corporation in various “At-The-Market” equity offerings
• Park National Corporation in a variety of public company capital raising matters
• FirstMerit Corporation in connection with its underwritten public offering of 19,065,789 common shares
• Farmers National Banc Corp. in connection with its offering of 4,111,451 common shares in a shareholder rights offering and sale to standby investors, and also the sale of 888,549 common shares in a “best efforts” public offering, for a total of 5,000,000 common shares
• FirstMerit Corporation in both (i) its sale to the U.S. Treasury of fixed rate cumulative perpetual preferred shares, and a related warrant to purchase common shares, as part of the U.S. Treasury’s TARP Capital Purchase Program, and (ii) its subsequent repurchase from the U.S. Treasury of the preferred shares and related warrant  
• Park National Corporation, Peoples Bancorp Inc., First Defiance Financial Corp., and First Citizens Banc Corp in their respective sales to the U.S. Treasury of fixed rate cumulative perpetual preferred shares, and related warrants to purchase common shares, as part of the U.S. Treasury’s TARP Capital Purchase Program
• Civista Bancshares, Inc. (formerly First Citizens Banc Corp) in connection with its registered public offering of Depositary Shares, each representing a 1/40th interest in a 6.50% Non-cumulative Redeemable Convertible Perpetual Preferred Share, Series B
• Camco Financial Corporation in its rights offering and public offering
• DCB Financial in its rights offering and private placement
• United Community Financial Corp. in its private placement with follow-on rights offering
• Citizens Independent Bancorp, Inc. in its rights offering and initial public offering
• ASB Financial Corp. in its Reg. D private placement
• Hometown Bancorp, Inc. in its Reg. D private placement
• Communitybanc Inc. in its rights offering and recapitalization
• The Pataskala Banking Company in its offering
• Central Federal Corporation in connection with its Reg. D private placement of 6.25% Non-cumulative Convertible Perpetual Preferred Stock, Series B
• Woodsfield Savings Bank in its rights offering and recapitalization

We represent banks and other financial institutions in the full spectrum of legal and regulatory matters, from advising on cross-border syndicated transactions to serving as national counsel in multidistrict, class-action litigation.

Our work includes:

• Bankruptcies, workouts and restructurings
• Capital raising through equity and debt securities offerings
• Charter conversions
• Commercial lending
  • Real estate
  • Mezzanine
  • Asset-based
  • Cannabis
  • Factoring and accounts receivable
  • Middle market
  • Acquisition
  • Fund finance
  • Franchise
  • Small business
• Consumer finance
• Corporate governance and director training
• Data privacy, security and information technology
• De novo bank formations
• Derivatives
• Employee benefits and executive compensation
• Environmental issues
• Export finance
• Fiduciary products and trust administration
• General counsel and business guidance
• Government enforcement and internal investigations
• S. Department of Housing and Urban Development (HUD)-insured financing
• Intellectual property
• Labor and employment
• Litigation
  • Consumer and commercial litigation
  • Lender liability
  • Loan defaults
  • Fiduciary and estate litigation
• Loan sales
• Mergers and acquisitions
• Real estate
• Regulatory compliance and enforcement actions
• Securities law compliance
• Tax and tax credit financing
• Treasury and cash management
• Vendor contracting