Dinsmore & Shohl LLP

Dinsmore & Shohl LLP attorneys have extensive experience representing all types and sizes of financial institutions with issues arising under state and federal financial institution laws and regulations. We serve as general and special counsel to community, state and national banks, credit unions, state and federal thrifts, and bank and thrift holding companies.

Our clients look to us for assistance with all types of transactions, corporate and business consulting, strategic planning, capital formation, bank formation and state and federal securities issues, all of which require compliance with complex federal and state laws and regulations. We bring to our clients knowledge of and experience in these laws and experience in working with all of the federal and state agencies that regulate financial institutions. The professional relationships that we have developed with these agencies have proven invaluable to our clients.

Our financial institution and financial services include:

• Legal and regulatory compliance
• Acquisitions and mergers (bank and non-bank)
• Holding company formation and corporate reorganization
• Corporate strategic planning and governance
• Securities Act reporting and compliance
• General business consulting
• Public and private capital formation
• Executive compensation and employee benefits
• Shareholder and investor relations
• Anti-takeover counseling and representation
• Branch formations, acquisitions and sales
• De novo banking activities
• Business expansion into non-bank activities

Our attorneys work closely with our clients and/or their in-house counsel in dealing with the wide variety of legal and business issues facing financial institutions today.

Representative Experience

Fifth Third Bank
Secured Commercial Construction Loans
Negotiation and preparation of loan documents for secured commercial construction loans 

Ripley National Bank
Sale and Merger of Bank
Sale and merger of $50 million national bank 

Fifth Third Bank
Secured Land Development Loans
Negotiation and preparation of loan documents for secured land development loans 

KeyBank National Association
Secured Commercial Loans
Negotiation and loan document preparation for secured commercial loans 

Exhange Bancshares, Inc.
Sale / Merger
Sale / merger of $150 million bank holding company 

Branch Banking and Trust Company
REO Services
We provide Branch Banking and Trust Company with a full range of services for their REO Department.

Ripley National Bank
Sale and Merger of Bank
Dinsmore & Shohl represented Ripley National Bank in its sale to and merger with Oak Hill Banks.  The client benefited in this transaction from the firm's extensive regulatory experience and knowledge of the banking industry.

Wayne Bancorp
Sale / Merger
Sale and merger of $1 billion in assets bank holding company 

KeyBank National Association
Secured Mortgage Loans
Negotiation and loan document preparation for secured mortgage loan transactions 

Large Publicly-Held Bank Holding Company
Tax Free, Stock for Stock "Merger Conversion"
$50,000,000 tax free, stock for stock "merger conversion" for large publicly-held bank holding company 

OHSL Financial Corporation
Stock-for-Stock Tax Free Merger
$60,000,000 stock-for-stock tax free merger for $800 million publicly-held savings and loan holding company 

Fifth Third Bank
Unsecured Revolving Line of Credit Transactions
Negotiation and loan document preparation for unsecured revolving line of credit transactions 

Sarah W. Hargrove and the Pennsylvania Department of Banking
Tobias Knoblauch Private Bank, Hugh Kenworthy, et al. v. Sarah W. Hargrove, Secretary of the Pennsylvania Department of Banking and the Pennsylvania Department of Banking, et al.
Claims of fraud, breach of contract and breach of duty with respect to the foreclosure and takeover of a state chartered, privately insured bank 

Fifth Third Bank
Secured Refinancing Transactions
Negotiation and loan document preparation for secured refinancing transactions 

Fifth Third Bank
Secured Real Estate Land Acquisition Transactions
Negotiation and loan document preparation for secured real estate land acquisition transactions 

Gateway Fed Corporation
Stock-for-Stock Tax Free Merger
$100,000,000 S-4 stock-for-stock tax free merger for $2 billion publicly-held savings and loan holding company 

Bank Holding Company
Shareholder Proxy Contest
Dinsmore & Shohl represented a public bank holding company in a shareholder proxy contest.

Life Line Screening of America
Certificate of Need
Certificate of Need to develop mobile screening services 

Multiple Clients
Business Litigation
Will Montague has served multiple clients in complex business litigation matters involving a wide variety of legal issues and business industries. The following is a representative list of litigation matters for which Mr. Montague has served as lead counsel for his client or otherwise played a significant role in the litigation.

Information Technology Industry litigation:

• Lexmark International, Inc. v. Dialer & Business Electronics Co. Ltd., et al., U.S. Dist. Ct., E.D. Ky., 5:98-cv-00215-KSF (representation of plaintiff Lexmark in contract action against Taiwanese electronics company)
• Lexmark International, Inc. v. Play Industries, U.S. Dist. Ct., E.D. Ky., 5:99-cv-00168-HRW
• Play Industries v. Lexmark Int'l Inc., U.S. Dist. Ct., E.D. Calif., Case No. 99 CV 932
  (lead counsel representation of Lexmark in product development litigation pending in multiple forums)
• Integrated Circuit Systems, Inc. v. Lexmark International, Inc., Fayette Circuit Court, Case No. 99-CI-1018 (lead counsel representation of defendant Lexmark in contract litigation)
• Lexmark International, Inc. v. Grey Advertising, Inc., Fayette Circuit Court, Civil Action No. 00-CI-2533 (lead counsel representation of plaintiff Lexmark in advertising contract litigation)
• Lexmark International, Inc. v. NDC Systems, L.P., et al., U.S. Dist. Ct., E.D. Ky., Case No. 5:01-cv-00154-KSF (lead counsel representation of plaintiff Lexmark in computer systems contract litigation)

Banking and Financial Services Industry litigation:

• Peoples Bank & Trust Company of Madison County v. The Aetna Casualty & Surety Company, U.S. Dist. Ct., E.D. Ky., Case No. 94-73 (representation of plaintiff bank seeking insurance coverage for losses occasioned by insider fraud)
• Caja Ahorros y Monte de Piedad de Gipuzkoa y San Sebastian v. North American Stainless, U.S. Dist. Ct., E. D. Ky., Case No. 3:96-cv-00091-JMH (representation of Spanish bank in multi-million dollar international banking litigation)
• First National Bank & Trust Co. v. Brant, et al., U.S. Ct. App., 6th Cir., Case No. 03-5533 (lead counsel appellate representation of plaintiff bank in multi-million dollar wire transfer litigation)

Health Care Industry litigation:

• The Commonwealth of Kentucky and The University of Louisville v. Columbia/HCA Healthcare Corporation, Franklin Circuit Court, Case No. 95-CI-1891 (representation of Commonwealth of Kentucky and University of Louisville Hospital in medical industry litigation and related arbitration involving claims exceeding $100 million)
• T.J. Samson Community Hospital, et al. v. Southeastern United Medigroup, Inc., Anthem Blue Cross and Blue Shield, et al., Barren Circuit Court, Case No. 97-CI-00047 (representation of defendant Anthem Blue Cross in multi-million dollar class action claims asserted by hospitals regarding medical cost reimbursement claims exceeding $10 million)

Bankruptcy and Insurance Liquidation litigation:

• Phoenix Corporation, Calumet Farm, Inc. v. Casty, U.S. Bankr. Ct., E.D. Ky., Adversary No. 93-5078 (representation of defendant in complex bankruptcy preference action)
• George Nichols, Liquidator for Kentucky Central Life Ins. Co. v. ABN AMRO Bank N.V., et al., Franklin Circuit Court, Case No.: 93-CI-196-AP-004
• In Re: Stephens v. ABN Amro Bank N.V., et al., U.S. Dist. Ct., E.D. Ky., 3:94-cv-00061-JMH
  (representation of defendant entity owned by Merrill Lynch in complex insurance liquidation adversary proceeding and related federal court action involving claims exceeding $50 million)
• AMCI Coal Sales, Inc. v. Mountain Mineral Coal Sales, Inc., et al., U.S. Bankr. Ct., E.D. Ky., Adversary No. 96-7003 (representation of plaintiff in bankruptcy adversary proceeding)
• Bank One, Kentucky, NA, v. NationsBank of Texas, NA, U.S. Bankr. Ct., E.D. Ky., Adversary No. 96-02058-wsh (representation of plaintiff BankOne seeking declaration of rights in bankruptcy adversary proceeding)
• Alminco, Inc. v. Bravo International Supply, U.S. Bankruptcy Ct., E.D. Ky., Adversary No. 99-5003 (representation of plaintiff in bankruptcy adversary proceeding)
• In Re: Russell Cave Company, Inc., The J. Peterman Company, U.S. Bankr. Ct., E.D. Ky, Case No. 99-50142 (representation of Chapter 11 debtor in various bankruptcy matters involving debtor's nationwide retail operations)
• Technologies International Holdings, Inc. et al., v. Commonwealth of Kentucky, et al., U.S. Bankr. Ct., E.D. Ky., Adversary No. 99-05074-wsh (representation of intervening plaintiff BankOne in bankruptcy adversary proceeding to protect $10 million security interest)
• Appalachian Regional Healthcare, Inc., et al., v. Turner, et al., Franklin Circuit Court, Case No. 05-CI-00344 (representation of defendant CEO of large workers compensation self-insured fund in $80 million litigation arising from insurance liquidation proceedings)

Equine Industry litigation:

• Keeneland Association, Inc. v. Hollendorfer, U.S. Dist. Ct., E.D. Ky., Case No. 96-466 (representation of plaintiff Keeneland in equine litigation)
• Keeneland Association, Inc. v. Pegasus Bloodstock, USA, Inc., et al., U.S. Dist. Ct., E.D. Ky., Case No. 96-103 (representation of plaintiff Keeneland in equine litigation)
• Domino Stud of Lexington, Inc. North Ridge Farm v. Griffin, Fayette Circuit Court, No. 96-CI-2438 (representation of horse farm in boarding/lease dispute)
• Kentucky Standardbred Sales Company, LLC v. Waxman, U.S. Dist. Ct., E.D. Ky., Case No. 96-546 (representation of plaintiff in equine litigation)

Trust and Estate litigation:

• Fon Rogers, Trustee v. The Pittston Company, et al., U.S. Dist. Ct., W.D. Va., Civil Action No. 92-0019 (representation of family trust in multi-million dollar business litigation)
• Ballou, et al. v. Ballou, et al., U.S. Dist. Ct., E.D. Ky., Case No. 95-264 (representation of family member in dispute regarding family trust)
• Powell v. Barsky, Bourbon Circuit Court, Case No. 99-CI-00033 (lead counsel representation of trustee in family trust litigation)

Other litigation:

• Valera, et al. v. The Ohio Company, et al., Pike Circuit Court, No. 90-CI-471 (representation of defendant corporations in multi-million dollar class action securities litigation)
• Wade Swope Toyota, Inc. v. Toyota Motor Distributors, Inc., et al., U.S. Dist. Ct., W.D. of Ky., Case No.: 3:91-cv-00821-JGH-CCG (representation of defendant Toyota in multi-million dollar business litigation involving vehicle allocation system)
• The Aetna Freight Lines, Inc. v. R & J Manufacturing Co. et al., Scott Circuit Court, Case No. 96-CI-0008 (representation of plaintiff in international shipping dispute)
• Equal Opportunity Finance, Inc. v. Kentucky Highland Investment Corp., Laurel Circuit Court Case No. 97-CI-0431 (representation of plaintiff entity owned by Ashland, Inc., in multi-million dollar business litigation)
• Meatyard v. Greene, Fayette Circuit Court, Case No. 03-CI-1161 (representation of defendant in litigation regarding ownership of valuable photograph prints)

Ohio State Chartered Bank
DeNovo Bank Formation
Formation of a new Ohio State chartered bank 

The Fifth Third Bank
Convertible Subordinated Debenture Offerings/Bonds
We represented Fifth Third Bank in the registration and sale of debt securities/bonds.

Wayne County Bancshares, Wooster, Ohio
Acquisition
Bank acquisition by $800 million bank holding company 

LCNB Corp.
Acquisition
Acquisition of insurance agency by bank holding company 

Numerous Community Banks
Bank Holding Company Conversions
Internal corporate restructuring 

Wayne County Bancshares, Wooster, Ohio
Acquisition
Acquisition of bank by $800 million bank holding company 

Ohio River Bank
De Novo Bank Formation
Formation of new Ohio state chartered bank 

Ohio State Chartered Bank
Organization of Trust Company
Dinsmore & Shohl organized a trust company subsidiary for an Ohio state chartered bank.

Large Publicly-Held Bank Holding Company
Multiple Acquisitions of Banks, Bank Holding Companies and Branches
Dinsmore & Shohl represented a large publicly-held bank holding company in mergers and asset purchases of numerous banks and financial institutions throughout the 1990's.

Community Bank Services
Regulatory Advice
Regulatory advice to community bank services 

KeyBank National Association
Participated Secured Credit Facilities Transactions
Negotiation and loan document preparation for participated secured credit facilities transactions 

Bank Holding Company
Holding Company Conversion and SEC Registration to Go Public
Holding company conversion and SEC registration to go public for $500 million in assets bank holding company 

Eagle Savings Bank and Advantage Bank
Eagle Savings Bank, et al. v. WesBanco Bank
Pursued negligence, breach of contract, and breach of fiduciary duty claims on behalf of two participating banks against the lead bank relating to a commercial loan 

KeyBank National Association
Mortgage Loan Assumptions
Negotiation and loan document preparation for mortgage loan assumptions 

SunTrust Bank
Loan Workouts and Collections
Representation in various loan workouts and collections 

Dinsmore & Shohl LLP values and promotes diversity in the workplace, the profession and the community. Dinsmore & Shohl LLP sponsors and participates in a variety of programs, that assist minority and women law students seeking both summer and full-time employment. The firm’s attorneys also devote many volunteer hours to both minority law programs and community service.

A Diversity Committee has been established at the firm. The committee has developed a strategic plan that is reviewed annually.

A sampling of the firm’s efforts in these areas include:

The Dinsmore & Shohl LLP Workforce
Over the last 15 years, 91 minority attorneys have joined the Firm. In the last few years, nearly 25 percent of summer hires have been minority students. Two women serve on the Firm’s board of directors and practice management committee. Today, 50 women are partners and 70 are associates. The Corporate Department is chaired by a woman and women chair three Firm committees.

Our Recruitment efforts include participating in Minority Job Consortiums, hosting and attending receptions for minority law clerks and students and conducting on-campus interviews at predominately African-American law schools.

The Dinsmore & Shohl LLP Women’s Leadership Forum promotes the firm’s women attorneys in the community while addressing issues that may be exclusive to them; the Dinsmore & Shohl Leadership Academy provides professional development for all associates.

The Law Profession
Dinsmore & Shohl LLP participates in the BLAC-CBA Round Table (Black Lawyers Association of Cincinnati and the Cincinnati Bar Association). One of the firm’s minority partners serves as co-chair of the BLAC-CBA Round Table Recruiting Committee. Dinsmore & Shohl LLP also participates in the Cincinnati Clerkship Plan Program. The Clerkship plan is a commitment by many of Cincinnati's major law firms and corporations to hire at least one first year minority law student each summer.

The BLAC-CBA recognized Dinsmore & Shohl LLP’s efforts to promote diversity in the legal profession by presenting Dinsmore with the "Forward Together Award".

Each year the firm organizes a mock interview program for first year minority law students from the University of Cincinnati and The Salmon P. Chase School of Law at Northern Kentucky University. 

Michael Hawkins and Michael Newman received awards from the Black Lawyers Association of Cincinnati for creating the Sherman Scholarship, which is presented to a minority law student at The Salmon P. Chase School of Law who will work in public service upon graduation.

Sarah Ghiz Korwan represented the firm at the 2006 Minority Corporate Counsel Association's annual meeting.

Colin Hugh Lindsay and Erica A. Lee serve on the Diversity Task Force of the Louisville Bar Association. Among other initiatives, the Task Force awards an annual scholarship to a minority law student, and makes its annual Trailblazer Award to an individual who has contributed to diversity in the profession.

The Community
Dinsmore & Shohl LLP’s community relations efforts focus on community youth activities, including education and assistance programs for a diverse cross-section of children in the eight cities where our attorneys work and live.

Calvin D. Buford managed the Cincinnati USA Regional Chamber's Minority Business Accelerator. The Business Accelerator creates opportunities for minority owned companies to do business with the many major corporations in the area through joint ventures and mergers.

Jon L. Fleischaker received the 2006 Meritorious Service Award from the Louisville Branch of the NAACP for providing many hours of pro bono legal services in the area of First Amendment/Open Records Requests.

Dinsmore & Shohl LLP supports minority fundraising events, such as the National Black Law Students Association Midwest Region Convention and the BLAC-Annual Scholarship and Awards Banquet.

Dinsmore & Shohl LLP was a sponsor of the Muhammad Ali Center's Grand Opening Gala in Louisville, Kentucky. The mission of the Muhammad Ali Center is to preserve and share the legacy and ideals of Muhammad Ali, to promote respect, hope, and understanding, and to inspire adults and children everywhere to be as great as they can be.

Dinsmore & Shohl LLP sponsored the Diversity Program for the Cincinnati USA Regional Chamber's C-Change leadership program. C-Change is designed to provide business connections for young professionals and established leaders in the Cincinnati business community.

Dinsmore & Shohl LLP is a sponsor of the First Tee Program. The organization's mission is to impact the lives of young people by providing learning facilities and educational programs that promote character development and life-enhancing values through the game of golf. The firm also supports the organization by providing program volunteers.

Dinsmore & Shohl LLP collaborates with the Otto Armleder School in Cincinnati providing educational programming, mentoring and financial assistance.

Dinsmore & Shohl LLP will continue its efforts to create an inclusive environment where all individuals are valued, in our workforce and in the communities in which we work.