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The partial federal government shutdown could affect the timing of processing of certain new merger and acquisition applications by the Board of Governors of the Federal Reserve System (the “Board”).

Pursuant to special procedures outlined in a December 2018 notice, the Office of the Federal Register is not publishing documents during the partial government shutdown except where necessary to safeguard human life, protect property, or provide other emergency services consistent with the performance of functions and services exempted under the Antideficiency Act.  Exempt functions and services include activities related to the supervision of the stock markets and commodities and futures exchanges, but not other normal and routine activities of the federal banking regulators.…

Continue Reading Government Shutdown Could Affect Federal Reserve Processing of M&A Applications

On November 30, 2018, the Federal Reserve requested comments on a new application form—the FR LL-10(e)—for savings and loan holding companies (“SLHCs”). The new form would replace Form H-(e), which was inherited from the Office of Thrift Supervision when the Dodd-Frank Wall Street Reform and Consumer Protection Act transferred supervisory authority for SHLCs…

Data is of particular importance to businesses in the financial sector. This blog post provides a high level overview of how United States copyright law treats data.

U.S. copyright protection for raw, unstructured data is generally regarded as thin or unavailable. The reason for this is that such raw data may not satisfy the creativity…

On June 29, 2017, the Division of Corporate Finance of the Securities and Exchange Commission announced that it will permit all companies to submit drafts of certain registration statements to the Division on a confidential basis, expanding a popular privilege that was made available to emerging growth companies under the Jumpstart Our Business Startups Act…

In recent years, bank regulators increasingly have focused on the growth in commercial real estate (CRE) concentrations and the perceived risk that such concentrations create in relation to earnings and capital.  This concern was highlighted in December 2015, when the Fed, the FDIC and the OCC jointly issued a statement to “remind financial institutions of existing regulatory guidance on prudent risk management practices for [CRE] lending activity through economic cycles.”  In addition, the OCC moved CRE concentration risk management “from a monitoring status to an area of additional emphasis” in its Spring 2016 Semiannual Risk Perspective.  Regulators generally pay close attention to institutions with CRE concentrations that exceed 300% of total risk-based capital.

The American Banker (sub. required) recently reported that CRE concentrations could significantly shape bankers’ strategies in 2017, and specifically “influence M&A and loan diversification in 2017.”  We agree.  In fact, the American Banker is perhaps understating the potential impact of CRE concentrations in 2017 given the impact that CRE concentrations already had on M&A activity in 2016.…

Continue Reading CRE Concentrations Affect Bank M&A Activity

Republican president-elect Donald J. Trump, with the support of a Republican controlled Senate and House of Representatives, promises to bring in a new era of limited government, rolling back legislation enacted under President Obama’s administration. This transition to a new administration will have a significant impact on each of the federal financial regulatory agencies, including the U.S. Securities and Exchange Commission (the “SEC”).
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Continue Reading Post-Election Outlook for Financial Regulatory Agencies: U.S. Securities and Exchange Commission

On November 7, 2016, the Office of the Comptroller of the Currency (“OCC”) announced that the agency will begin phasing in a new, centralized online system for processing licensing and public welfare investment applications and notices filed by national banks, federal savings associations, and federal branches and agencies (collectively, “banks”).
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Continue Reading OCC Announces New Centralized Online System for Licensing and Public Welfare Investment Filings

As the 2017 proxy season approaches, now is the ideal time for bank to begin preparations.  As in past proxy seasons, one issue that may turn out to be a significant focus of shareholders and companies alike is the voting standard for director elections.  This is no more evident than in the corporate governance regimes of small and mid-sized banks.  As reported in the American Banker in May, shareholders at some small and mid-sized banks have renewed a push for banks to adopt majority voting, rather than plurality voting, in director elections.
Continue Reading 2017 Proxy Season Preview: Renewed Shareholder Push for Majority Voting in Director Elections May Affect More Small and Middle Market Banks