- University of Virginia School of Law, J.D., 1982
- Smith College, B.A., 1979, magna cum laude, Phi Beta Kappa
Bar & Court Admissions
- U.S. District Court for the Southern District of Ohio
- Admitted to practice law only in the states listed above.
Betsy is a partner in the Vorys Columbus office and a member of the corporate group. Her practice focuses primarily on the representation of public companies and financial institutions, which she regularly counsels on a broad range of matters involving corporate governance, securities law compliance and reporting issues and federal banking law compliance. Betsy has represented large public companies involved in merger and acquisition transactions involving both stock and assets, in significant corporate restructuring transactions as well as in public offerings and private placements of debt and equity securities. Betsy works regularly with clients who are subject to regulatory frameworks provided by the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange, NYSE American, The Nasdaq Stock Market and various federal banking regulators.
Career highlights include:
- Serving as outside counsel to Worthington Industries, Inc. in connection with its acquisition of six significant businesses during a five-year period, including:
- The acquisition, on June 8th, 2021, by its steel processing segment, along with its 55% consolidated joint venture TWB Company, LLC, of certain assets of the Shiloh Industries U.S. Blanklight® business, in an asset purchase transaction
- The acquisition, on January 29, 2021, by its Pressure Cylinders segment, of General Tools & Instruments Company LLC, in a stock purchase transaction
- The acquisition, on October 7, 2019, by its steel processing operating segment of the operating net assets, excluding working capital, related to Heidtman Steel Products, Inc.'s Cleveland facility
- The acquisition, on June 2, 2017, by its Pressure Cylinders operating segment of AMTROL and its subsidiaries, in a merger transaction
The acquisition, effective as of January 15, 2016, by its Pressure Cylinders operating segment of the net assets of NetBraze LLC, in an asset purchase transaction
- The acquisition, on January 16, 2015, by its Steel Processing operating segment of the net assets of Rome Strip Steel Company, Inc., in an asset purchase transaction
- Serving as outside counsel to Park National Corporation in a variety of public company capital raising matters, including:
- Its underwritten public offering of $175 million aggregate principal amount of 4.50% Fixed-to-Floating Rate Subordinated Notes due 2025
- Its private placement of $30 million aggregate principal amount of 7% Subordinated Notes due April 20, 2022 to accredited investors only
- Its registered direct public offering in December 2010 of (a) an aggregate of 71,984 common shares, (b) Series A Common Share Warrants exercisable to purchase up to an aggregate of 35,992 common shares and (c) Series B Common Share Warrants exercisable to purchase up to an aggregate of 35,992 common shares, for total gross proceeds of approximately $5 million (approximately $4.8 million after deducting payment of the placement agent’s compensation and legal and accounting fees)
- Its private placement of $35.25 million aggregate principal amount of 10% Subordinated Notes due December 23, 2019 to accredited investors only
- Its participation in the Capital Purchase Program enacted as part of the Troubled Assets Relief Program (“TARP”) including: (a) the sale on December 23, 2008 to the U.S. Treasury of (i) 100,000 of Park’s Fixed Rate Cumulative Perpetual Preferred Shares, Series A (the “Series A Preferred Shares”) and (ii) a ten-year Warrant to purchase 227,376 Park common shares, for an aggregate purchase price of $100 million in cash, (b) the repurchase by Park of the Series A Preferred Shares on April 25, 2012 and (c) the repurchase of the Warrant on May 2, 2012
- Representing Abercrombie & Fitch Co. in connection with the Rule 144A/Regulation S offering of $350 million aggregate principal amount of 8.75% senior secured notes due 2025
- Representing Worthington Industries, Inc. in connection with the private placement in August 2019 by two of its European subsidiaries of senior notes
- Representing Worthington Industries, Inc. in connection with its underwritten public offering of $200 million aggregate principal amount of 4.300% senior notes due 2032
- Representing Worthington Industries, Inc. in connection with its underwritten public offering of $250 million aggregate principal amount of 4.55% senior notes due 2026
- Representing Park National Corporation and its wholly-owned bank subsidiary, Vision Bank, in connection with the sale on February 16, 2012 of substantially all of the performing loans, operating assets and liabilities associated with Vision Bank to Centennial Bank, an Arkansas state-chartered bank which is a wholly-owned subsidiary of Home BancShares, Inc.
- Serving as outside counsel to multiple large public companies in connection with significant restructurings of their corporate organizations during the past several years
- Serving as outside counsel to multiple large public companies in connection with the divestiture of segments of their business operations
- Serving as outside counsel in advising numerous Ohio-based public companies and their boards of directors regarding their federal securities law obligations, executive compensation issues and corporate governance policies and practices
- Serving as outside counsel in a variety of public company capital raising matters, including "shelf registrations" of debt securities and equity securities and subsequent public offerings
- Serving as outside counsel to several bank holding companies in their respective acquisitions of other banks and bank holding companies through mergers, acquisitions of stock and acquisitions of branch locations
- Serving as outside counsel to an Ohio-based national bank in connection with its conversion to an Ohio state-chartered bank
- Serving as outside counsel to multiple large non-profit entities in connection with significant restructuring of their organizations during the past several years
Betsy is a member of the American Bar Association, the Ohio State Bar Association and the Columbus Bar Association. She is a fellow of the American Bar Foundation, the Ohio Bar Foundation and the Columbus Bar Foundation.
Betsy has spoken on various topics, including corporate governance, federal securities and banking regulatory compliance and executive compensation rules applicable to public companies and financial institutions.
Betsy received her J.D. from the University of Virginia School of Law and her B.A. magna cum laude from Smith College, where she was Phi Beta Kappa.
Professional and Community Activities
- American Bar Association, Business Law Section, Member, 1985-present; Federal Regulation of Securities Committee, Member, 2010-present; Banking Law Committee, Member, 2010-present
- Ohio State Bar Association, Corporate Law Committee, Member, 1992-present
- Bexley Education Foundation, Board of Governors Member, 2012-present; Immediate Past Chair, 2020-present; Executive Committee Member, 2014-present; Chair, 2018-2020; Vice Chair, 2016-2017; Treasurer, 2014-2016
- Bexley Area Chamber of Commerce, Member, 2012-present
- Board of Zoning Appeals for City of Bexley, Ohio, Member, 1990-2002, and Alternate, 2002-2018
- Gladden Community House, Board of Directors Member, 2015-present; Secretary and Executive Committee Member, 2016-present
- Nationwide Children's Hospital of Columbus Twig 3 Auxiliary, 1990-present
- ProMusica Chamber Orchestra, Board of Trustees Member, 2018-present; Treasurer, 2021-present
- ProMusica Chamber Orchestra, Sustaining Board, 2001-present
- Smith College Alumnae Association, Nominating Committee Member, 2020-present
- Smith College, Class of 1979, President, 2014-present; Fund Team Coordinator, 1999-2014
- Smith College Club of Columbus, Past President, 1990-2002; current chair of annual fundraiser
- University of Virginia Law School Foundation, Columbus/Central Ohio Regional Manager, 2007-present
- University of Virginia Law School, Class of 1982, Class Agent, 2017-present; Member of the 35th Reunion Committee, 2016-2017
Honors & Awards
- The Best Lawyers in America, Corporate Law, 2021-2022
- Columbus CEO, Top Lawyers in Columbus, 2010-2014, 2017-2021
- Columbus Business First, Forty under 40, 1994
- University of Virginia School of Law Moot Court Board, 1981-1982
- University of Virginia School of Law Dillard Fellow, 1981-1982
- Fellow of the Columbus Bar Foundation since 2005
- Fellow of the Ohio State Bar Foundation since 2011
- Fellow of the American Bar Foundation since 2011
- Martindale-Hubbell AV Peer Review Rated
- 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.
- 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.