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Potential Securities Relief on the Horizon

October 27, 2011

Authors

Robert Klingler

Potential Securities Relief on the Horizon

October 27, 2011

by: Robert Klingler

While any relief still has a long (and uncertain) path before it would be effective, on October 26, 2011, the House Financial Services Committee approved four bills (with bipartisan support) that would remove regulatory federal securities law obstacles to capital formation.

H.R. 1965 would, for banks and bank holding companies, raise the SEC registration threshold to 2,000 shareholders and the deregistration threshold to 1,200 shareholders.

H.R. 2167, the “Private Company Flexibility and Growth Act,” would raise the SEC registration threshold for all companies to 1,000 shareholders and would exclude accredited investors and certain employees from the definition of “held of record” for registration purposes.

H.R. 2940, the “Access to Capital for Job Creators Act,” would permit general solicitation and general advertising for private offerings conducted under Rule 506, so long as all purchasers were accredited investors.

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BankBryanCave.com Turns 3!

October 27, 2011

Authors

Robert Klingler

BankBryanCave.com Turns 3!

October 27, 2011

by: Robert Klingler

On Monday, October 27, 2008, as the TARP Capital Purchase Plan was still very much in formation, BankBryanCave.com was launched.  As we noted in our launch announcement, at that time the banking world was “being changed daily by forces outside our control and in ways unimaginable just months ago.” I don’t know that any of us had the foresight to think that three years later we would still be dealing with many of the same outside forces, but we’ve enjoyed the opportunity to continue to share our insights as we go forward.

As the parent of a human two year-old, I’m quite happy to at least have this site exit its “terrible twos.”  The site encountered some growing pains last year, but we’ve changed hosts, changed look, and driving forward.

Since its launch, BankBryanCave.com has hosted over 127 thousand visitors, and has delivered 277 thousand page views.  Included

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The CFPB Publishes Its First Examination Manual

October 24, 2011

Authors

Robert Klingler

The CFPB Publishes Its First Examination Manual

October 24, 2011

by: Robert Klingler

The CFPB published its Supervision and Examination Manual (the “Manual”) on October 13, 2011, designed to provide CFPB examiners with direction on how to determine if providers of consumer financial products are complying with consumer protection laws. The CFPB’s press release states that the Manual incorporates procedures already used by other federal regulators. The Manual does simply recite certain interagency procedures, such as for fair lending examinations. At the same time, the Manual addresses new Dodd-Frank concepts, such as unfair, deceptive and abusive acts or practices.

The CFPB will use the Manual initially to supervise the more than 100 large banks, thrifts, and credit unions that are subject to the CFPB’s examination authority pursuant to the Dodd-Frank Act (those with total assets over $10 billion, as well as their affiliates). The Bureau’s examiners will also ultimately use the Manual to supervise non-depository consumer financial service companies (e.g., mortgage

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The CFPB Busily Restating Regulations

October 21, 2011

Authors

John ReVeal

The CFPB Busily Restating Regulations

October 21, 2011

by: John ReVeal

No, nothing to worry about yet, though it may be confusing for some time. One bureaucratic consequence of the Dodd-Frank Act moving the various consumer protection laws and regulations under the jurisdiction of the Consumer Financial Protection Bureau (CFPB) is that they now must reissue the relevant regulations.

Referred to by CFPB insiders as the “restatement project,” the CFPB is preparing to reissue over 3,000 pages of regulations through approximately fourteen Federal Register notices. The reissued regulations will be changed to reflect jurisdictional changes and some scope changes, but they are not expected to change substantively at this time (although we will be watching). We expect publication of these reissued regulations to begin within days.

The possible source of confusion will be a new numbering system. The regulations will still be in Title 12 of the Code of Federal Regulations, but moved to Chapter X. We understand that

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September 2011 Client Alerts

October 21, 2011

Authors

Bryan Cave

September 2011 Client Alerts

October 21, 2011

by: Bryan Cave

Social Media and the National Labor Relations Act:  A Trap for Unwary Employers

The use of social media has become one of the most rapidly-changing areas in employment law today.  What most employers do not realize is that the National Labor Relations Board has become very active in policing both the substance of social media policies and the actions of employers in addressing social media concerns.  Please click here to read an overview of NLRB activity in the area of employee use of social media published by the Labor & Employment and Internet & New Media Client Service Groups on September 23, 2011.

Check It Out and Check It Off:  2012 Group Health Plan Checklist

While the Patient Protection and Affordable Care Act, as amended (“PPACA”), required significant design changes for group health plans in 2010 or 2011, some additional requirements must be implemented for 2012.  Please click here

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Small Business Lending Fund Map and Review

October 21, 2011

Authors

Bryan Cave

Small Business Lending Fund Map and Review

October 21, 2011

by: Bryan Cave

New investment under the Small Business Lending Fund ended on September 27, 2011, in accordance with its enabling legislation.  In the end, 332 institutions received over $4 billion in SBLF funds, and Treasury closed 97 deals worth $1 billion in the program’s final week of investment.  We have previously noted that recipient institutions were generally well-capitalized with low levels of non-performing assets.  While Treasury has published a version, we have developed our own interactive map of SBLF recipients:

Phoenix-based Western Alliance Bancorporation received the largest single investment under the program ($141 million).  More recipients were based in California (29) than anywhere else.  Only four entities based in Georgia received funding.  As one of those, Appalachian Community Enterprises, Inc., is a Community Development Loan Fund (CDLF), only three Georgia headquartered banks (two state-chartered and one national charter) received funding under the SBLF.

Pennsylvania entities did well under the program (23 recipients).  Pennsylvania had 208 FDIC-insured institutions reporting

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FinCEN issues Proposed Rulemaking Regarding Cross-Border Reporting of Prepaid Cards

October 19, 2011

Authors

Bryan Cave

FinCEN issues Proposed Rulemaking Regarding Cross-Border Reporting of Prepaid Cards

October 19, 2011

by: Bryan Cave

FinCEN has released a proposed rulemaking that would require consumers holding prepaid cards that aggregate to more than $10,000 in value, to report such prepaid cards when crossing into or out of the U.S., in the same way they currently report cash, travelers checks and other monetary instruments. The notice of proposed rulemaking (NPRM) would add “tangible prepaid access devices” to the list of currency and monetary instruments that must be reported when transported, mailed or shipped into or out of the United States in aggregate amounts over $10,000.

Currently persons crossing into or out of the US must report cash and monetary instruments exceeding $10,000, using FinCEN Form 105, the Report of International Transportation of Currency or Monetary Instruments known as the “CMIR” form. The NPRM’s inclusion of tangible prepaid access devices as a type of monetary instrument applies only to the $10,000 CMIR filing obligation; it

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Regulatory Exam Tip: Early Intervention

October 14, 2011

Authors

Jonathan Hightower

Regulatory Exam Tip: Early Intervention

October 14, 2011

by: Jonathan Hightower

By now, many bankers have experienced the following situation:  you have just left a management exit meeting with regulatory examiners, and you are stunned by the negative conclusions that the examiners have reached.  In the wake of this disappointment, many bankers wait for the examiners to meet with their board and issue the Report of Examination before putting “their side of the story” on the record in a written response to the Report of Examination.

While we always recommend that bankers point out any factual inaccuracies in a Report of Examination via a written response, we believe that bankers may be able to help themselves by presenting additional information before the Report of Examination is issued.  This approach may be particularly helpful if a bank believes its regulatory ratings are being downgraded as a result of inaccurate or incomplete findings by their examiners.  As stated in a recent article by

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The Quest for a Single, Integrated Mortgage Loan Disclosure

October 14, 2011

Authors

John ReVeal

The Quest for a Single, Integrated Mortgage Loan Disclosure

October 14, 2011

by: John ReVeal

The Consumer Financial Protection Bureau (CFPB) has moved into its fourth round of testing of a new consumer mortgage loan disclosure.  Acting under the mandate of the Dodd-Frank Act, the CFPB is preparing a single, integrated disclosure to address the disclosure requirements of both the Truth in Lending Act and Real Estate Settlement Procedures Act.

The specific focus of this fourth round of testing is comparison shopping.  Consumers and the lending industry have been asked to compare two different types of loan products using the same version of the form.  The CFPB states that it wants to be sure that the disclosure actually helps consumers to understand the features of competing loan products, from the overall loan amount to estimates of tax and insurance costs.

The CFPB’s efforts in this area have generally met with approval from all interested parties.  The proposed form is more clear, concise and informative than

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Green Shoots Redux

October 13, 2011

Authors

Jerry Blanchard

Green Shoots Redux

October 13, 2011

by: Jerry Blanchard

Each year it seems that someone or other will comment on the “green shoots” that seemingly presage the end of the banking crisis. More often than not, the green shoots were simply the product of an overactive imagination.

There was recent news from the FDIC though that I think qualifies pretty strongly as green shoots material.  On September 14 the FDIC announced that it will be closing down its Midwest Temporary Satellite Office located in Schaumburg, IL toward the end of September 2012. The FDIC had previously indicated that the office would remain open until the end of the second quarter of 2013. The FDIC had announced earlier this year that its West Coast Satellite Office will close January 30, 2012.

The Southeast Temporary Satellite Office located in Jacksonville is theoretically scheduled to stay open until the end of 2013 due to the larger number of bank receiverships

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