Susan B. Zaunbrecher

Financial Services

As chair of the Corporate Department, Susan brings a holistic approach to counseling her clients.  She represents financial institutions, often acting as general counsel, in transactions, mergers and acquisitions, corporate governance, regulatory compliance, including regulatory examinations and enforcement matters, and securities law.

Her personal motto, “We’re going to reach your goal and have fun doing it,” makes it easy to understand why clients turn to her with their business needs.  Susan also offers her clients an extensive career with a vast knowledge of laws, regulations and the regulators within the industry.

Her strategic and innovative approach to working within the confines of the laws and regulations of financial institutions makes her an ally clients rely upon again and again.  Whether she's helping reach short-term goals, navigating complex regulations and compliance or leading strategic decision-making for long-term growth, her “always move forward” attitude and an engaging flair sets her clients at ease.

Susan pursues breakout opportunities that help financial institutions and business entities leverage extraordinary corporate events and has put together teams to help private community banks with all of their legal needs, often serving as outside general counsel or advising inside general counsel on cross-functional areas of the law.  She believes teamwork provides the best client service, and she works to connect the firm’s transactional, intellectual property, labor and litigation talent to move client agendas forward.

Susan’s direct, honest style of communication has led her to become a popular speaker on the topics of banks and community banking topics to audiences on a national level.  Highly respected as a leader in the firm, she serves on the firm’s Board of Directors, Executive Committee, Professional Development, Evaluation and Diversity Committees.

Her representations include organizing denovo financial institutions and business entities, restructuring, mergers and acquisitions, corporate governance, capital formation, and all aspects of regulatory compliance. Her financial institutions clients include LCNB Corp., Peoples Bancorp Inc., United Bancshares, Inc., Fifth Third Bancorp and many other community banks throughout the Midwest.

Susan’s Financial Services experience includes:

Experience

Multiple Bank and Insurance Agency Acquisitions for Peoples Bancorp, Inc.

When Peoples Bancorp sought to expand their geographic footprint, they turned to Dinsmore for counsel. We guided Peoples Bancorp, Inc., the parent company of Peoples Bank, NA, through the acquisition of Sistersville Bancorp, Inc., the parent company of First Federal Savings Bank. We counseled the client through the transaction, beginning with due diligence, assessment of the risks and benefits and the structuring of the transaction. We also negotiated and drafted the documents for the acquisition, which included the merger of the two holding companies and the subsequent merger of the two subsidiary banks, resulting in two additional full-service bank branches for Peoples Bank located in Sistersville and Parkersburg, West Virginia. We also worked with the client to ensure compliance with banking regulators, including the Federal Reserve, the Office of the Comptroller of the Currency and various state organizations, and handled all of the regulatory application filings. We also counseled the client through transitioning and terminating employee benefits plans to ensure legal compliance and compliance with People’s plans. The acquisition, which was completed for aggregate cash consideration of approximately $9.81 million, enables the client to continue their growth into new markets and positively impact their earnings in the near future.

Sale and Merger of $1 Billion in Assets Bank Holding Company

Client: Wayne Bancorp

Dinsmore represented Wayne Bancorp in its sale to and merger with National City Bank.

Acquisition by LCNB Corp. of Eaton National Bank and Trust

We served as deal counsel for LCNB Corp., the holding company of LCNB National Bank, through a stock and cash transaction that enabled it to acquire First Capital Bancshares, Inc., Chillicothe, Ohio, and its subsidiary, Citizens National Bank. We counseled the client through all aspects of the transaction, from pre-transaction planning and due diligence to negotiating deal terms to drafting documents, including advising the client on applicable state and federal application and compliance procedures. The transaction, which is valued at approximately $19 million, enables LCNB to expand its market reach, as Citizens National Bank operated six full-service branches in Ross and Fayette Counties, Ohio.