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Winter 2012

Welcome to Our Inaugural Issue

Welcome to the inaugural edition of The Bankers’ Statement. In this quarterly magazine, we at Vorys, Sater, Seymour and Pease will focus on the legal and business issues that we feel you – in the financial services industry – need to know. We will navigate the turbulent waters post Dodd-Frank. Developments continue to trickle in – each one coming with a new set of requirements and demands. And the Consumer Financial Protection Bureau promises new challenges for our industry to contend with. It’s our job to stay ahead of such changes, know them and understand them better than anyone. Our mission is to research and write articles that are insightful, interesting and helpful to you. If something is coming down the pike we feel you should know, we’ll do our best to tell you how it affects you and what you should do to prepare.

These stories are focused primarily on developments within Ohio, but we are happy to do a similar analysis on how these issues affect you in your state. If you are interested in a review of the issues for your state, please let us know.

If you have an idea for an article you would like us to pursue contact your Vorys attorney. We hope you enjoy the read.

Branch Purchase and Sale Transactions

Branch purchase and sale transactions, involving sales and acquisitions of defined assets and assumption of defined liabilities (P&A transactions) can be more complex and document-intensive than whole-bank mergers. And sometimes more challenging to implement. They are akin to stripping out and selling an operating division in the non-bank world, with the added attraction of significant bank regulatory and customer issues.

From a buyer perspective, P&A transactions can provide turn-key access to a market without many of the risks involved in a whole-bank acquisition or de novo entry. From a seller perspective they can provide a strategic downsizing vehicle and additional capital liquidity through a selective sale of a portion of the franchise.

Each P&A transaction is unique and can involve a variety of issues.

What are some of the basics and how do they work? Read more.

Choice of Charters

One of the unique characteristics of the banking business is that bankers have choices when it comes to bank charters. Choices between federal and state bank and thrift charters and choices regarding Federal Reserve membership have historically involved differences not only in powers, obligations, governance and products, but which and how many regulators oversee the institution and the direct and indirect cost and expense involved in that oversight. The concept of a "dual charter" system has been in place for a long time, and provides for choice, diversification and decentralization of authority and oversight among state and federal regulatory agencies. As noted in the FFIEC Statement on Regulatory Conversions issued on July 7, 2009 (FIL-40-2009), "financial institutions may choose to operate under the state or federal charter that best accommodates their legitimate business and strategic needs." Read more.

Crude Awakening

Today's excitement over oil and gas is accompanied not only by additional regulations that target protecting the public, the environment and the industry, but also by improved methods of production that make it possible to reach the oil and gas reserves tucked in far reaches of underground rock and shale formations. The Utica and Marcellus shales are drawing oil producers to the state and the financial services industry will play a large role in the resulting changes. Read more.

About the Vorys Banking Group

Our nearly 20 lawyers dedicated to our banking practice have hundreds of years of combined practical, hands-on experience in the industry. We have been named a "Top Lead Legal Advisor" by American Banker magazine, and a Go-To Law Firm® in banking and finance, securities and corporate transactions by Fortune 500 general counsel.

We represent public and non-public institutions, from community banks and thrifts to large, multinational financial institutions throughout the United States. Our clients have been in Ohio, Washington, D.C., Maryland, Virginia, Arizona, Florida, Indiana, Michigan, Kentucky, Missouri, New York, North Carolina, South Carolina and West Virginia. Our team includes two former general counsel for major bank holding companies; their insight has been invaluable to our clients.



Aaron S. Berke

Elizabeth Turrell Farrar

Jason L. Hodges

Michael D. Martz

Kimberly J. Schaefer

Jeffery E. Smith

J. Bret Treier

Anthony D. Weis



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This alert is for general information purposes and should not be regarded as legal advice. As always, please let us know if you want more information or have questions about how these developments apply to your situation.