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Convenience vs. Compliance: Behavior-Driven Marketing of Credit Products

June 9, 2017

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the-bank-account Bryan Cave colleague Ken Achenbach joined Jonathan and me on the latest episode of The Bank Account for a discussion of the potential compliance issues associated with a behavior-driven marketing focus within financial services.  To borrow the immortal words of Salt-N-Pepa, should banks “Push it?  Push it real good?”

While new app technologies are allowing banks to market in new ways, we analyze many of the ways in which behavior-driven marketing already permeates our culture, and why financial services-based behavior-driven marketing may be treated differently.  Some of the articles referenced on the podcast include:

You can also follow us on Twitter with Jonathan at @HightowerBanks and me at @RobertKlingler.  Ken cannot be followed on Twitter, as Ken’s thoughts cannot be limited to 140 characters.

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Preserving Deferred Tax Assets in a Capital Raise

June 7, 2017

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the-bank-accountOn the latest episode of The Bank Account, Jonathan and I discuss the ability of bank holding companies to raise capital while preserving valuable deferred tax assets.

Section 382 of the Internal Revenue Code triggers a limitation on the carry-forward of net operating losses and built-in losses in the event of an “ownership change” in the company.  However, Section 382’s definition of what constitutes an ownership change is very different than many interpretations of a change in control.  Various segregation and aggregation rules can result in an ownership change being triggered when one might not expect it, but can also permit, with advanced planning, significant capital raises without triggering an ownership change.  This podcast provides a high level overview of some of the intricacies involved in Section 382, and offers insight as to how some of the recent large recapitalizations have preserved valuable deferred tax assets.

I think Jonathan and I broke several rules of good podcasting on this episode in that we discuss (1) numbers, (2) math, and (3) the tax code.  However, we think and hope that we’ve done so in an informative manner.  Enjoy!

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The CFPB’s Small Business Lending Data Request

May 12, 2017

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the-bank-accountOn the latest episode of The Bank Account, Jonathan and I discuss the CFPB’s request for comments regarding information about the small business lending market.

Section 1071 of the Dodd-Frank Act amended the Equal Credit Opportunity Act to require financial institutions to compile, maintain and report information concerning credit applications made by women-owned, minority-owned and small businesses.  In connection with this obligation, the Consumer Financial Protection Bureau is now seeking comments to identify, among other things, how to define small business lending, what business lending data is currently easily available, and what kinds of institutions should be obligated to make such reports.

Jonathan and I discuss the need for the depository industry to provide comments in response to this request.

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ESOPs: A Path to Bank Independence

May 8, 2017

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the-bank-accountEmployee Stock Ownership Plans offer an opportunity for banks to offer an attractive employee benefit plan, but can also do so much more.  On the latest episode of The Bank Account, Jonathan and I are joined by Bryan Cave Partner, Steve Schaffer, to discuss the advantages to banks considering implementing an ESOP.

Steve describes many of the advantages of implementing an ESOP, including allowing for smooth transitions of ownership for independent banks.  We also discuss some of the risks and the best means to avoid those risks.

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Order in the Meeting: Dealing with Difficult Shareholder Meetings

April 27, 2017

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the-bank-accountOn our twentieth(!) podcast episode of The Bank Account, Jonathan and I take the opportunity to discuss tips for how to approach challenging shareholders or circumstances at your annual meetings.

Unfortunately, Jonathan had a brain freeze during recording, and forgot to use his favorite Mike Tyson quotation, “Everyone has a plan ’till they get punched in the mouth.”  That said, planning ahead for disruptive shareholders is almost always worthwhile.

Providing a written agenda and set of governing rules to attendees can further help establish and maintain order, but it often comes back to simply ensuring that the disgruntled shareholder is provided an opportunity to be heard.

We’re also thrilled to announce that we’ve updated our recording microphones.  While our voices and ideas are unchanged, we hope you will find your listening experience improved.  We also want to thank all of our listeners for their comments and feedback.  We’ve heard from many of you via e-mail, twitter, phone calls and even in person  face-to-face meetings.  As we recorded this episode, we had already reached 5,000 downloads, including listeners in 39 states and the District of Columbia.

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Do Banks Need a Holding Company?

April 21, 2017

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the-bank-accountOn April 11, 2017, Bank of the Ozarks announced that it would be completing an internal corporate reorganization to eliminate its holding company.  As a result, it will continue as a publicly-traded, stand-alone depository bank, without a bank holding company.

In this episode of The Bank Account, Jonathan and I discuss the advantages and disadvantages of the bank holding company structure.  Specific topics include:

  • praise for Bank of the Ozarks innovative approach to further improve its already impressive efficiency,
  • a review of the existing landscape of holding company and non-holding company structures,
  • activities that may require a holding company,
  • size-related thresholds impacting holding company analysis,
  • charter and corporate-governance related elements to the analysis, and
  • the impact the absence of a holding company may have on merger and acquisition activity.

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Thoughts on Payment Systems for Banks

April 14, 2017

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the-bank-accountJonathan and I sat down with our colleague, Stan Koppel, on Thursday, April 13th to discuss the intersection of payment systems and banks.   Stan joined Bryan Cave LLP following a 28-year stint with VISA, where he was originally the third lawyer employed.  In this episode of The Bank Account, Stan shares his background and touches on what’s working now and what’s ahead in the payments world for financial institutions.

Topics covered include banking the unbanked, tokenization, the blockchain and machine learning!  Preview of a hot take from Stan… “blockchain is more distracting than disruptive.”

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Landscape of the U.S. Banking Industry

April 7, 2017

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From 2006 through 2016, the number of insured depository institutions in the United States has fallen from 8,691 charters to 5,922, a decline of 2,769 charters or a 32% loss.  This headline loss number is worth talking about, but is neither news nor new.  The loss of charters is a frequent source of discussions around bank board rooms, stories from trade press, and chatter at banking conferences.  The number of insured charters has also been in steady decline, with at least 33 years of declining numbers.

However, a deeper dive into the numbers reveals some unexpected trends below the headline 32% loss of charters.

the-bank-accountNote:  We’ve also recorded an accompanying podcast for The Bank Account on the Truth About Industry Consolidation.  The podcast contains additional analysis to the numbers presented here, and is a useful addition, but not a substitute, to this content.  In addition to listening to this episode, we encourage you to click to subscribe to the feed on iTunes, Android, Email or MyCast. It is also now available in the iTunes and Google Play searchable podcast directories.

Links to items mentioned in the podcast, or otherwise potentially of interest on the topic:

 

State of Banking Landscape as of December 31, 2016

As of December 31, 2016, we had 5,922 institutions with $16.9 trillion in total assets.

The four largest depository institutions by asset size (JPMorgan, Wells Fargo, Bank of America and Citi) hold $6.84 trillion in assets, or 40.5% of the industry’s assets.

There are 111 additional banks that have assets greater than $10 billion, holding $6.98 trillion.  That’s 1.9% of the total charters, holding 81.9% of the aggregate assets.

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Establishing a Sustainable Sales Culture

March 31, 2017

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the-bank-accountWalt Moeling joined us on March 29th for the latest episode of The Bank Account with a lively discussion of bank sales tactics.  In this regulatory environment, banks need to balance growth goals with expectations for scrutiny of their sales tactics.  Regulators, investors, the press and consumers are all paying more attention to bank sales tactics.

While none of us hopes to be asked whether we “want fries with that?” as we conduct business with a bank teller, looking out for potential bank products that could benefit the bank’s customers presents an opportunity for both the bank and the customer to be better off.

You can also follow us on Twitter with Walt (kind of) at @MoelingW, Jonathan at @HightowerBanks, and me at @RobertKlingler.

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Georgia on my Mind: Changes in Banking Laws

March 29, 2017

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the-bank-accountOn March 28, 2017, Jonathan and I sat down with Bryan Cave Colleagues Ken Achenbach and Crystal Homa in the latest episode of The Bank Account for a discussion focused on legislative changes in Georgia affecting banks, including modifications to Georgia’s business judgement rule and the Department of Banking & Finance’s Housekeeping Bill.

While the bills we discuss await the Governor’s signature (and subsequent effectiveness – July 1 for the business judgement rule change and 30 days after signature for the housekeeping bill), our team looks forward to the practical effect of these statutory changes.  As banking industry participants, we appreciate the efforts of the legislature to make Georgia an attractive state for banking.

As referenced in the podcast, we also encourage you to check out our prior The Bank Account episode about the role of bank directors post FDIC v. Loudermilk, and Crystal’s earlier post on providing banking services to minors.

You can also follow us on Twitter with Jonathan at @HightowerBanks, Crystal at @CrystalHoma and me at @RobertKlingler.  Ken cannot be followed on Twitter, as Ken’s thoughts cannot be limited to 140 characters.

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