Jeffery E. Smith
Education
- University of Toledo College of Law, J.D., 1978
- University of Toledo, B.A., 1975
Bar & Court Admissions
Jeff is a partner in the Vorys Columbus office and a member of the corporate practice group. He has more than 30 years experience in financial institution regulatory and corporate matters, including mergers, acquisitions, divestitures, regulatory compliance, capital raising, securities matters, corporate governance matters, “troubled institution” issues and de novo bank and holding company formation. Throughout his career, Jeff has represented multinational financial services holding companies as well as community bank organizations.
Career highlights include:
- Serving as in-house general counsel for several financial institutions, and as part of executive management teams responsible for successful turnarounds of “troubled” institutions
- Representing public and private clients in extensive Ohio, Indiana and multi-state M&A, regulatory, governance, capital raising and securities activities, from large national institutions to smaller community banks
- Acquisitions and divestitures of more than 250 subsidiary branch banking operations in 13 states
- Conducting board training and representing financial institutions, as well as officers and boards, in state and federal regulatory enforcement actions and corporate governance matters
- Serving as "special counsel" for the Ohio Division of Financial Institutions in a comprehensive rewrite of Ohio banking laws, and as the co-chair of the Ohio State Bar Association’s Financial Institutions Subcommittee
- Representing Ohio's largest financial institutions trade association
Representative transactions include:
- Representing Columbus First Bancorp, Inc. in its acquisition by LNCB Corp.
- Representing Benchmark Bancorp, Inc. in its acquisition by United Bancshares, Inc.
- Representing The Arlington Bank in its acquisition by First Merchants Corporation
- Representing First Community Bank in its acquisition by First Commonwealth Bank
- Representing The Home Building & Loan Company in its acquisition by Community Savings Bank
- Representing Insight Bank in its acquisition by First Financial Bancorp
- Representing FC Banc Corp in its acquisition by CNB Bancshares
- Representing Trustcorp, Inc. in its acquisition by Society Corporation (now KeyCorp)
- Representing Lincoln Financial Corporation in its acquisition by Norwest Corporation (now Wells Fargo & Company)
- Representing Bank One Corporation (now JPMorgan Chase & Co.) in its acquisition of First USA, Inc.
- Representing Bank One Corporation (now JPMorgan Chase & Co.) in its divestiture of approximately 300 operating branches of Bank One Corporation bank subsidiaries in 12 states
- Representing DCB Financial Corp in its backstopped rights offering and recapitalization
- Representing Benchmark Bancorp, Inc. in two preferred stock offerings
- Representing First Mutual Holding Company, Inc. in its subordinated debt offering
- Representing Somerville Bancorp in its holding company formation and contemporary bank conversion
- Representing First Bexley Bank in its charter conversion from Ohio savings bank to Ohio commercial bank
- Representing Liberty Federal Savings Bank in its charter conversion from Federal S&L to Ohio savings bank
- Representing Standing Stone Bank in its charter conversion from national bank to Ohio commercial bank
- Representing Boenning & Scattergood as well as Keefe, Bruyette & Woods as investment bankers in various capital raise transactions
Jeff served as in-house counsel for the former Bank One Corporation and as senior vice president, general counsel and secretary of the former Lincoln Financial Corporation in Fort Wayne, IN. He also served as senior vice president, general counsel and secretary of the former Trustcorp, Inc. in Toledo, Ohio, where he participated as a member of executive management teams responsible for successful turn-around initiatives for those institutions. Jeff is a member of the Ohio State Bar Association and former co-chair of the association’s financial institutions subcommittee. He is also a member of the Indiana State Bar Association, the Columbus Bar Association and the Toledo Bar Association.
Jeff writes regularly for banking publications, and presents seminars on a variety of topics, including merger and acquisition issues for financial institutions, corporate governance for bank directors and the practical implications of bank regulatory enforcement actions. He is also the co-author of a widely recognized handbook for bank directors.
Jeff received his J.D. from the University of Toledo College of Law. He received his B.A. from the University of Toledo.
Professional and Community Activities
- Member, Ohio Bankers League
- Former Member, Editorial Board, Hoosier Banker Magazine
- Instructor, Ohio Bankers League School of Banking
- Trustee Emeritus, University of Toledo Foundation
- Former Member, Association of Governing Boards of Universities and Colleges
- Former Advisory Board Member, Powell (Ohio) Area YMCA
- Former Trustee, Olentangy Education Foundation
- Dean's Advisory Board, University of Toledo College of Law
- Member, University of Toledo College of Law, Student Mentor Program
- Nature Conservancy
Honors & Awards
- The Best Lawyers in America, Corporate Law, 2018-2020
- Chambers and Partners, Leading Lawyer in Corporate/M&A, 2013-2020
- Columbus CEO, Top Lawyers in Columbus, 2011-2014, 2017-2018
- Martindale-Hubbell AV Peer Review Rated (preeminent for 12 years)
News
- 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.
- 5/4/2018Vorys, Sater, Seymour and Pease is pleased to announce that 32 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2018 edition of Chambers USA.
- 3/8/2018Jeff Smith, a partner in the Vorys Columbus office a member of the corporate group, was quoted in an American Banker story titled “Core Systems Contract Negotiators Expand into Fintech Assistance.”
- 10/15/2017Jeff Smith was quoted throughout a Columbus C.E.O. story on the growth in the central Ohio banking industry over the last 20 years.
- 1/6/2017Jeff Smith, a partner in the Columbus office, was quoted in a Columbus Business First story regarding the future of the U.S. Consumer Financial Protection Bureau (CFPB) under the Trump Administration.
- 6/17/2016Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in an American Banker story regarding an effort by smaller banks to from a coalition that will negotiate contracts on behalf many smaller financial institutions in hopes of creating more leverage than a single institution would have on its own.
- 2/10/2016Jeff Smith, a partner in the Columbus office and member of the corporate group, was quoted in an American Banker story regarding the potential cost savings banks could realize by decreasing the number of vendors used for outside services or partnering with other banks to share services.
- 10/10/2015Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Columbus Business First story titled “M&A: Who's buying in 2016?.”
- 6/1/2015Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in an American Banker story on a finalized Fed rule that lets smaller banks finance deals with up to 75% in debt.
- 3/2/2015Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Columbus Dispatch story titled “Marijuana Backers Ask Investors for $28 Million.”
- 1/26/2015Jeff Smith a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Daily Reporter story titled “Community Banks Team Up To Reduce Regulatory Costs.”
- 8/11/2014Vorys recently advised Insight Bank on its sale to First Financial Bancorp, the parent holding company of First Financial Bank, National Association.
- 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.
- 11/22/2013Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Columbus Business First story on the possibility of increased bank M&A activity in Ohio in 2014.
- 11/21/2013Jeff Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in two Columbus Business First stories on the Ohio banking industry.
- 10/11/2013Jeffery Smith, a partner in the Vorys Columbus office and a member of the corporate group, was quoted in a Columbus Business First story titled “Huntington/Advantage deal foreshadows quickening bank M&A pace, expert says.”
- 7/19/2013Jeffery Smith, a partner in the Vorys Columbus office and a member of the corporate group, was included on Columbus Business First’s “20 People to Know in Banking and Finance” List. According to the paper, individuals on the list “are front and center in the industry.”
- 12/7/2012Vorys was mentioned in an American Banker story about Delaware County Bank’s (DCB) completed capital raise. According to the story, the bank’s parent, DCB Financial, completed a sale of common stock to existing shareholders and local investors that netted $13.2 million in funds.
- 2/6/2012DCB Financial Corp, parent holding company of Lewis Center-based Delaware County Bank and Trust Company announced on Feb. 6, 2012 that its Board of Directors has retained Vorys as its legal counsel to assist the company in raising capital.
Events
- 2/4/2015Vorys partner Jeff Smith will be a speaker at the Ohio Bankers League Annual Economic Summit on February 4, 2015.
- 10/24/2014Vorys partner Jeff Smith will be presenting a program hosted by the Ohio Bankers League on October 24, 2014.
- 9/4/2014Vorys attorneys Jeff Smith and Kim Schaefer presented at the OBL/ILFI Joint Convention on September 4, 2014.
- 7/28/2013Vorys partner Jeff Smith presented at the Ohio Bankers League, Illinois League of Financial Institutions and West Virginia Bankers Association Joint Convention on July 28, 2013.
- 2/23/2012Vorys partner Jeff Smith participated in the University of Toledo College of Law’s Heuerman Lecture Series on February 23.
Insights
- 4/23/2020On April 17, the Federal Reserve Board announced an interim final rule that temporarily relaxes lending restrictions on member banks who make Paycheck Protection Program (PPP) loans to businesses owned by certain bank insiders.
- 4/2/2020On March 31, 2020, the SBA and the Treasury Department released initial guidance on the Paycheck Protection Program (PPP), providing further key details regarding how the SBA plans to administer the loan program.
- 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.
- Winter 2020In December of 2019, Senator Elizabeth Warren and Representative Jesús García announced the introduction of the Bank Merger Review Modernization Act (the act), which would “…restrict harmful consolidation in the banking industry and protect consumers and the financial system from ‘Too Big To Fail’ institutions.”
- Winter 2020
- Summer 2019One of the “issues du jure” for the bank and thrift industry involves the benefit, or possibly lack thereof, of having a holding company.
- Summer 2019Branch purchase and sale transactions, involving sales and acquisitions of defined assets and assumption of defined liabilities (P&A transactions) can be more complex and document-intensive than whole-bank mergers.
- Summer 2019The financial services industry in this country is fortunate to have choices when it comes to the nature and oversight of bank and thrift charters.
- Winter 2019Bankers, and lenders in particular, have enjoyed relatively broad opportunities for mobility between institutions for decades.
- Winter 2019Being an Ohio-chartered bank or trust company, or institution-affiliated party of same (IAP), becomes a bit more comfortable with the addition of the new “bona fide error” protections of Ohio Sub. H.B. 489, effective March 20, 2019.
- Winter 2019Recent changes in stock prices, capital levels and loan demand for some institutions have created an increased interest in stock buybacks.
- 9/25/2018In a proposal reminiscent of the recent comprehensive changes to Ohio banking law that effectively eliminated legal differences between Ohio-chartered banks, savings banks, and savings and loans, the Office of the Comptroller of the Currency (OCC) on September 10, 2018, issued a proposal to enable federal savings associations (FSAs) with consolidated assets of $20B or less to, in effect, opt in to becoming full national banks with the same rights and privileges as national banks and subject to the same “…duties, restrictions, penalties, liabilities, conditions and limitations that apply to national banks.”
- Spring 2018For those who follow such things, the press release, consent cease and desist order and official letters of reprimand published by the Federal Reserve Board on February 2, 2018, with respect to Wells Fargo & Company (Wells) and named directors (combined, the Wells Order) were highly unusual, and raise issues that should cause all bank directors significant pause.
- Spring 2018While once virtually “unthinkable,” banks are now targeted for acquisition by credit unions with more and more frequency.
- 1/4/2018Over the past year, various plaintiff-side law firms sent aggressive demand letters on behalf of activist organizations and individuals to financial institutions – typically community banks – asserting that the Americans with Disabilities Act (ADA) applies to websites.
- 7/28/2017Under revisions to the Ohio Depository Act, the Ohio Treasurer of State has developed proposed rules and a new program for the pledging of pooled collateral for public deposits, referred to as the Ohio Pooled Collateral Program.
- Spring 2017The financial services industry has seemingly passed out of the dark shadows of the post-2008 “crisis” period. Now, the “Trump Effect,” as well as other factors, are influencing industry stock prices positively and generating a renewed interest in M&A and related matters in the financial services industry.
- 11/21/2016Several law firms nationally are in the process of issuing demand letters to banks, thrifts and various other businesses alleging website access barriers. The most recent wave of demand letters specifically target the banking industry. The letters demand changes to banks’ web pages and payment of substantial legal fees based on alleged violations of the Americans with Disabilities Act (the ADA).
- Fall 2016
- Fall 2016The banking industry has received long sought-after clarification as to whether Community Reinvestment Act (CRA) credit is available for Historic Tax Credit (HTC) financed projects.
- Fall 2016In another new and welcome gesture, the Federal Deposit Insurance Corporation (FDIC) has provided further encouragement for formation of de novo charters as described in the FDIC’s Summer 2016 “Supervisory Insights Journal.”
- Fall 2016The landscape of collateral requirements for public fund deposits by state and local public entities is changing.
- 7/19/2016Bank and BHC subordinated debt can be a good idea for a variety of reasons. In an industry where capital is still (and really always has been) “king,” and TruPS have become a thing of the past, sub debt provides a number of the benefits of equity but without the shareholder dilution and other issues that accompany sales of equity.
- 7/14/2016On June 17, 2016, the four federal financial institution regulatory agencies issued a joint statement on the long-awaited and controversial new accounting standards issued by FASB implementing the “current expected credit loss” model for financial reporting, commonly referred to as “CECL.”
- 5/25/2016The first wave of attacks on the Consumer Financial Protection Bureau’s (CFPB) recently proposed rules prohibiting class action waivers in pre-dispute arbitration agreements occurred during the House Financial Institutions and Consumer Credit Subcommittee hearing entitled “Examining the CFPB’s Proposed Rulemaking on Arbitration.
- 5/25/2016Financial Services Alert: Regulations Prohibiting Class Action Waivers Published in Federal RegisterOn May 24, 2016 the Consumer Financial Protection Bureau’s (CFPB) proposed arbitration rule was published in the Federal Register.
- Spring 2016It was not that long ago that the concern over preparing for, and dealing with, activist investors was rare in the banking industry, and especially rare for community banks. That comfort is quickly fading, however, as more funds and individuals contemplate opportunities for becoming “activist” investors in community banks through a variety of mechanisms, some for the better and some perhaps not so much.
- Spring 2016After nearly a decade practically devoid of state or federal de novo charter activity nationwide, the FDIC has announced plans to return to its three-year post-approval oversight period for de novos that was in effect prior to the financial crisis.
- 5/6/2016The Consumer Financial Protection Bureau (CFPB) yesterday released a widely anticipated proposed rule that would: (1) prohibit class action waivers in pre-dispute arbitration agreements, and (2) require a provider to submit records from individual arbitrations to the CFPB.
- Winter 2016Bank and thrift shareholders are “different.” Direct or indirect ownership or control of large blocks of stock in a bank or a thrift institution brings with it the need to be cognizant of complex state and federal laws and regulations that may well trigger applications with state and federal regulators to approve the ownership, and/or a proposed transfer of ownership, in advance.
- 10/26/2015With cybersecurity as THE hot button issue in bank and thrift risk management right now, and of course to help the industry celebrate “National Cybersecurity Awareness Month” (who knew?), bankers and their boards should take advantage of the FDIC informational teleconference on cybersecurity issues being held on October 28, 2015.
- 7/1/2015Unless you’ve been under a rock for the past year, you’re aware that perhaps top on the list of “risk management” items is the need to ascertain the viability and efficacy of your data security programs. Banking industry and agency literature has been replete with warnings and highlights. On June 30, 2015 the federal agencies, through the FFIEC, published their promised Cybersecurity Assessment Tool (CAT) to assist institutions, including those too small to have specific cybersecurity assessment resources, to evaluate cybersecurity risks and preparedness.
- 4/28/2015Jeff Smith, a partner in the Vorys Columbus office, and Jeffrey Quayle, senior vice president and general counsel for the Ohio Bankers League (OBL), co-authored an article for the Spring 2015 edition of the Ohio Record (the magazine of the OBL) titled “Joining Forces to Enhance Competitiveness.”
- 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.
- 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.
- 8/28/2013
- 5/20/2013Jeffery E. Smith, a partner in the Columbus office, published this article regarding the Consumer Financial Protection Bureau's new mortgage-related rules in the Spring 2013 issue of The Bankers' Statement.
- 5/20/2013
- 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.