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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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Bryan Cave Elects Hightower to Partnership

Effective January 1, 2015, Bryan Cave LLP elected 14 new lawyers to partnership in the firm. Bryan Cave’s strength and depth in advising community banks is further enhanced by the election of Jonathan Hightower to the partnership.

UFDJonathan Hightower is in our Atlanta office and focuses his practice in financial institutions law, including corporate, regulatory and securities work. Jonathan regularly advises community banks and their boards of directors on their strategic plans, including sale transactions, strategic mergers and capital raises, as well as on complex regulatory issues. Recently, Jonathan’s active transactional practice significantly contributed to Bryan Cave’s position in SNL league tables for Financial Institutions M&A for 2014. He primarily represents small to mid-sized community banks, including S Corporation community banks and bank holding companies.

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Bryan Cave Retail Banking Team

Bryan Cave Retail Banking Team

January 2, 2014

Authored by: Bryan Cave

Drawing from diverse legal disciplines, Bryan Cave’s Retail Banking Team focuses on consumer compliance and contractual matters for banks and non-bank financial institutions. Whatever day-to-day legal assistance you need for consumer finance or banking services, we can provide prompt and accurate guidance.

We have many years of experience in all of the federal consumer banking regulation, and every day we work to stay current with the constantly changing regulatory environment. We will help you avoid the regulatory minefields. Our Retail Banking Team can assist your institution in all of the following areas:

  • Mortgage, credit card, retail consumer credit and other consumer lender licensing, disclosure, interest rate and fee, and consumer agreement reviews;
  • Consumer loan advertising reviews, including federal and state requirements and UDAP and UDAAP reviews;
  • Deposit account agreement reviews;
  • Deposit advertisement reviews;
  • Overdraft policies and disclosures;
  • Remote deposit capture agreements and policies;
  • Automated clearing house agreements;
  • Power of attorney interpretations;
  • Trust documents and trustee power reviews;
  • Individual Retirement Account transactions;
  • Prepaid card programs;
  • Check fraud assistance;
  • Online business banking and cash management; and, of course,
  • any issues arising under the Truth in Savings Act, Truth in Lending Act, Electronic Fund Transfers Act, Real Estate Settlement Procedures Act, or consumer privacy and data security laws and regulations.
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Regulatory Lawyer Selected as Firm Chair-Elect

We are pleased to announce that Bryan Cave LLP has completed the process of naming a successor to Don Lents as Chair of the Firm.  Therese (“Terry”) Pritchard will serve as Chair-Elect until the completion of Don’s term on September 30, 2014.  Don will continue to serve as Chair of the Firm during that time, working closely with Terry in order to assure a smooth and effective transition.

Our community banking lawyers are pleased to have someone with an extensive regulatory background, including bank regulatory experience, as our incoming chair.  Terry joined the firm in 1999, resident in the Washington DC office, having earlier served in several senior positions in government agencies, including the Securities and Exchange Commission and the Office of Thrift Supervision.  For more than 30 years, she has concentrated her practice on securities and financial institutions enforcement and litigation, representing major public companies, banks, accounting firms, broker-dealers, investment advisors, mutual funds, hedge funds and individuals under investigation by the SEC, DOJ, FINRA and the federal banking agencies.  Terry has held a number of leadership roles at Bryan Cave, including serving on the Executive Committee, as leader of the firm’s White Collar, Securities Enforcement and Litigation Client Service Group, and as Coordinator of our Asia practice.

Bryan Cave’s full press release about the appointment of Terry as Chair-Elect is available here.

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