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Webinar on Eliminating Bank Holding Companies

On Thursday, October 12, 2017, Atlanta Partner, Robert Klingler, will be presenting a webinar on the Pros and Cons of Bank Holding Companies.  The webinar is hosted by Strafford and will begin 1:00pm Eastern on October 12, 2017.

In April of this year, Bank of the Ozarks, a $20 Billion, NASDAQ-listed, bank holding company, announced its plan to eliminate its holding company, which was completed in June.  In July, BancorpSouth, a $15 billion, NYSE-listed, bank holding company, announced its plan to eliminate its holding company.  With the inclusion of BancorpSouth Bank, only four of the 115 banks with more than $10 billion in assets don’t have a holding company; but that number has doubled in the last six months.

With Jonathan Hightower, Rob previously addressed many of these issues on The Bank Account podcast episode in which they addressed the question “Do Banks Need a Bank Holding Company?

Eliminating a holding company can often be done without limiting the permissible activities of the organization, with the potential for reduced regulatory oversight, simplified financial reporting, and consolidated governance.  However, the holding company structure can also offer significant capital flexibility, particularly for institutions under $15 billion with trust preferred securities or institutions under $1 billion that can take advantage of the Small Bank Holding Company Policy Statement.   Depending on the status of the applicable banking statutes, a holding company structure can also provide significant corporate governance benefits, including facilitating stock repurchases and avoiding super-majority voting thresholds for certain transactions.

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Storytelling by Walt

Storytelling by Walt

October 5, 2017

Authored by: Robert Klingler

As Jonathan and I mentioned on our podcast on succession planning a few weeks ago, our patriarch and founding father, Walt Moeling, formally retired at the end of 2016.  However, his knowledge and influence continue to permeate almost everything we do (and he still has the same office down the hall).  One of the ways that influence can be seen continues to be in our use of stories originally told to us by Walt.  Of course, his story telling ability has been noticed, including by the press. Several years ago, as part of our succession planning, we began chronically some of those stories.  What follows is what I wrote two years ago…

In early 2010, our clients were dropping like flies, with one or two clients failing every Friday. Even as one client entered receivership, we were each likely working with three or four others that were on the same path. (Each was a horror movie, and we knew exactly how it would play out, even if our clients held out optimism each time that, for whatever reason, their story would play out differently.)

Walt and I were on the phone with one such client who had just passed the 2% leverage ratio threshold, and was in discussions on next steps.  The executives were worried about how their employees would handle the receivership. Walt, as usual, slipped into a story about another (former) client that had been a client for years. Whenever Walt called, the president’s administrative assistant, Nancy, would answer the phone and chat with Walt before tracking down the bank’s president. Walt shared how he had listened as Nancy became increasingly depressed as the bank’s condition had deteriorated.

In his best Southern belle, falsetto, voice, Walt would demonstrate the decreasing pep in Nancy’s voice. From an upbeat “Good Morning, Walt!” to more and more depressing “Oh, Walt, things are hard, but we’re trying.” In the weeks leading up to that client’s receivership, Walt himself became increasingly saddened by Nancy’s stress. Calls now usually started “Oh, Walter, things are rough.

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Bryan Cave Continues Support for Corporate Sustainability

Bryan Cave participated in a daylong conference at Fordham University exploring opportunities and challenges that participants in the capital markets face as they look to harness the power of corporate sustainability data.  Alongside Bryan Cave attorneys, the event featured voices from academia, leading investment firms as well as ESG rating and research agencies.  The conference was jointly presented by Fordham Law School and Fordham’s Gabelli School of Business.

The conference, “The Corporate Sustainability Movement: The Flood of Data,” gathered a diverse audience and presented perspectives on this theme from users (the investors), providers (the companies and reporting agencies), as well as exploring innovation and ideals for how disclosure can enhance the market. To find out more about the conference, visit the organizer’s website.

Ken Henderson, partner in Bryan Cave’s New York office, moderated a lively panel to discuss the current state of corporate sustainability and ESG data disclosure, what the experts envision as the ideal standard and expectation of reporting (both for the benefit of investors, companies and other stakeholders), and the potential roadmaps to reach this goal.  Harnessing the perspectives of panelists whose backgrounds include experience as reporting and research agents and financial advisors and investors, Ken kept up a lively debate and integrated particular insights and questions from the audience into the discussion.

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BankBryanCave Version 2.0

BankBryanCave Version 2.0

February 23, 2017

Authored by: Robert Klingler

Brickman Cleans Up!Over the last several weeks, we’ve updated the BankBryanCave.com site to a new design, new hosting service and new e-mail subscription service.  The updates have been long overdue, and should help us continue to provide interesting and useful content.  As expected, the site redesign also engendered lots of internal conversation and renewed interest in the platform.  Accordingly, I hope that the next weeks and months will continue to provide new voices and new perspectives on issues affecting community bankers.

As with the industry as a whole, we are eagerly awaiting upcoming regulatory relief and changes.  Although the changes will hopefully reduce the regulatory burden for many, change is never easy, and we intend to address what community banks will need to do to adjust to those changes.  We also expect that the market for de novo banks will continue to add steam.  With several clients looking at filing de novo applications, we hope to share successes (and tidbits to learn from mistakes) with others.

New Mailing Service

One of the items I’m most happy about (yes, I live a strange life) is a new service to handle our e-mail updates from BankBryanCave.  For those already subscribed, you should receive duplicate copies with this blog post, one from webmaster@bankbryancave.com that looks like the old alerts, and a new alert from communications@bankbryancave.com.  We’re then going to be turning off the old e-mail service, so you shouldn’t have to take any action.  I apologize in advance for the duplicate e-mails, but felt that was the best way to ensure that the new system is working before we turn off the old one!  If you run into any problems, please don’t hesitate to e-mail me at Robert.Klingler@bryancave.com.  For those interest in getting e-mail alerts whenever a new post is made, subscribe to the blog. You can select to receive alerts immediately, only once a day, or only once a week (or all three, if you just can’t get enough!).

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Bryan Cave Organizes Symposium on Impact Investing

Bryan Cave recently organized a half-day symposium on the opportunities and legal considerations related to responsible and impact investing. The “Responsible and Impact Investing Symposium,” held on November 10, was co-hosted by Fordham University’s Gabelli School of Business and featured leaders in this growing field who discussed opportunities and challenges for investors, private foundations, financial advisors and for-profit entities. More than 135 guests attended, including investment managers and private wealth advisors, foundation representatives, asset managers, financial analysts, corporate counsel and others.

VIDEOS: To access videos of the symposium sessions described in this post, click here. To review the program agenda and speaker bios, click here.

The program was kicked off by Convener Roberta Gordon of Bryan Cave’s New York office, who launched the afternoon’s discussion of using philanthropic and investment dollars to maximize social change. She introduced the program’s many illustrious speakers, including Thomas P. DiNapoli, the Comptroller of the State of New York. Mr. DiNapoli, who is the sole trustee of the $181 billion New York State Common Retirement Fund, addressed how he manages the Fund to advance environmental, social and governance (“ESG”) policies while discharging his fiduciary duties to attain performance benchmarks and minimize risk. Among other things, the Comptroller described how the Fund’s engagement with companies has resulted in key improvements to corporate behavior, particularly with respect to climate change. Watch this video.

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Engaging Your Board with a New Bank Logo


From time to time we hear from bank senior management that their board doesn’t seem engaged, or that they can’t get a sustained conversation out of their board.  Instead, board meetings consist of routine review of management reports, with motions, seconds, and unanimous adoptions of management recommendations without any meaningful discussion.  Years of bank board meetings can go by without a single dissenting vote recorded in the bank’s board minutes.  Regulators may being to question, perhaps correctly, that the board has merely become a rubber stamp for management, and that the board is merely “going through the motions” at each board meeting.

Over time, we have found one topic for which no board member can remain silent, and everyone (and I mean everyone) has an opinion.

What color should the bank’s new logo be?

Branch lobby carpet colors can also be quite effective, as can capitalization (grammar, not balance sheet, i.e. Fintech vs. FinTech),  a change in mascot or marketing gimmick, or minor tweaks to branch hours.

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Introducing The Bank Account

Introducing The Bank Account

October 31, 2016

Authored by: Robert Klingler

the-bank-accountPrefer getting your banking law news via podcasts?  Need something to make your commute more informative?  Looking for a way to spend more time (at no cost!) with Jonathan Hightower or me?  Wondering what horror will be introduced to the world on Halloween 2016?

The inaugural episode of The Bank Account is online!

Please click on the link to subscribe to the feed on iTunes, Android, Email or MyCast. It is also in the review process for being added to the iTunes and Google Play searchable podcast directories. We’re also working on a home for it on BryanCave.com. Stay tuned (pun intended) for updates.

In episode 1, Jonathan and I summarize the bank M&A market for 2016, along with prognostications for what we believe we’ll see as we head into 2017.

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California Court Rejects “Sham Guarantee” Defense

Bryan Cave LLP recently served as counsel for amicus curiae California Bankers Association (“CBA”) and helped score a victory in an important California appellate case of great interest to the banking industry,  LSREF2 Clover Property 4 LLC v. Festival Retail Fund 1 357 N. Beverly Drive LP (Second District, California Court of Appeal case number B259937).

The trial court had ruled that the guarantor of a commercial loan was excused from performance on the grounds that the guaranty was a “sham,” structured by the lender to circumvent California’s anti-deficiency laws.  The guarantor essentially argued that there was no legal separation between it and the borrower because it was the borrower’s “alter ego,” and as support they identified evidence that the two entities failed to observe basic corporate formalities.  According to the guarantor, it should be excused from its obligations because it was essentially the same as the borrower, and thus protected by California’s anti-deficiency laws.

In its amicus brief, the CBA raised two principal arguments, both of which were adopted by the court of appeal in its published opinion reversing the trial court’s judgment in favor of the guarantor Festival Fund.

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Announcing the Consumer Banking Blog

It is with great pleasure that we announce that we have launched a new blog on consumer banking compliance issues.  Authored by Bryan Cave Partner, John ReVeal, the ConsumerBankingBlog provides commentary and perspective on new and proposed consumer compliance regulations, regulatory enforcement actions and trends, and the shenanigans of banking regulators.  With John’s unique, unfiltered, opinions, we think you’ll find the ConsumerBankingBlog to be very different from your typical banking compliance site.

John’s goal for the ConsumerBankingBlog is to foster discussion – an open exchange of ideas between readers and John.  Comments are strongly encouraged… subject to the site’s Rules for Comments, of course.  (We’re still lawyers, after all.)

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Financial Institutions Stock Liquidity Conference

May 4, 2015 – May 5, 2015
The Ritz-Carlton, Atlanta
181 Peachtree Street Northeast
Atlanta, GA  30303

Sponsor(s):  Hosted by Bryan Cave LLP, OTC Markets Group, Banks Street Partners, and Stock Cross Financial Services

Conference Description
We are pleased to announce the inaugural Financial Institutions Stock Liquidity Conference in Atlanta, Georgia.  The conference will begin with a cocktail reception on Monday evening, May 4th from 6:00 – 9:00 p.m., at the College Football Hall of Fame, where interactive and personalized tours will be offered to conference attendees.  The conference will continue on Tuesday, May 5th from 8:00 a.m. – 4:00 p.m., with a full day of presentations and panel discussions that will explore the universe of liquidity options available to financial institutions and opportunities to access the capital markets.

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