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Winter 2014

Important Recent FDIC Actions

By Jeffery E. Smith

Following an extended dry spell for de novo bank applications, in what could be interpreted as a gesture to “kick-start” de novo conversations, the FDIC issued in November a somewhat “out of the blue” financial institutions letter (FIL-56-2014) containing a series of Q&As relating to procedural issues surrounding applications for deposit insurance.

For several years there has been a rumored informal “moratorium” by the FDIC on new charters, which the FDIC has continually denied, however the economic and regulatory climate has resulted in only one de novo application approval since 2010, one application approved in 2013, and only one application filed in 2014.  De novo banks unfortunately figured prominently in recent bank failures during the economic downturn, and during that period the FDIC increased its heightened supervisory oversight of de novo institutions from three years to seven years. Read more.

The Status, Issues and Relevant Ongoing Questions Related to DOMA Same-Sex Marriages, Secured Lending Transactions and Related Collection Issues in Ohio

By Brenda K. Bowers

When bankers see news reports about the Defense of Marriage Act (DOMA), Ohio’s Marriage Amendment and recent court cases involving same-sex marriages, they probably think in terms of constitutional, health care, employment and domestic issues.  Secured transactions and collection issues are probably the last things that come to mind when we see these reports.  But bankers should be aware of the status of current law, the issues and the current questions as related to bank lending, secured transactions and collection issues in Ohio.  The issues and questions are fluid and ever-changing as court cases are heard and new legislation is considered.  So, here is a brief background in order to get a grasp on what issues are involved here in Ohio and how these issues impact these transactions. Read more.

MRAs: Get On ‘Em PDQ!

By Jeffery E. Smith

Both state and federal bank regulatory exam reports use references to Matters Requiring Attention (MRAs), Matters Requiring Board Attention (MRBAs) and Matters Requiring Immediate Attention (MRIAs) as mechanisms for bringing issues and concerns to the attention of  financial institution boards.  These issues and concerns usually, from the viewpoint of the regulators, rise to the level of being sufficiently threatening to the safety and soundness of the institution and require an added focus and a specific timeline on resolution.  No matter what the name, boards need to treat these matters seriously and devote their full attention to resolving the issues and concerns that they reflect. For purposes here, all such designations are referred to as MRAs. Read more.

Shareholder Engagement for Public Financial Institutions

By J. Bret Treier, Elizabeth Turrell Farrar and Aaron S. Berke

Community banks and thrifts have great reputations for their focus on customer service. Management and boards of financial institutions are accustomed to being thoroughly engaged and focused on maintaining and monitoring good relationships with their key customers at all levels.  But how engaged are you with your key shareholders?  As the calendar year-end approaches, now is the time to consider your shareholder engagement strategies, before the annual meeting and proxy season begins. Read more.

About the Vorys Banking Group

With nearly 20 lawyers dedicated to our banking practice, we have hundreds of years of combined practical, hands-on experience in the banking 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. Our group has extensive experience with all aspects of bank corporate and regulatory legal matters, and our attorneys are in constant contact with senior representatives of state and federal banking agencies concerning a diverse variety of significant client matters. We have been intimately involved in the comprehensive rewrite of Ohio banking laws, currently underway with the Ohio Division of Financial Institutions. In fact, since the inception of this project, one of our lawyers, along with representatives from the Ohio Division of Financial Institutions and the Ohio Bankers League, has been a member of the four-person team tasked with handling the rewrite. We represent public and non-public institutions, from community banks and thrifts to large, multinational financial institutions throughout the United States including clients in Ohio, Washington, D.C., Maryland, Virginia, Arizona, Florida, Indiana, Michigan, Kentucky, Missouri, New York, North Carolina, South Carolina and West Virginia. We assist our clients with bank, thrift, holding company and non-bank affiliate formations; securities law matters; board governance and education; regulatory enforcement actions involving state and federal agencies; mergers, acquisitions and divestitures; branch acquisitions and divestitures; regulatory compliance; capitalization, recapitalization and private equity as well as debt transactions; litigation; employment law matters; executive compensation and benefit plans; tax matters; and the negotiation of all types of contracts. We also represent financial institutions and other institutional lenders, as well as borrowers, in all types of complex commercial and real estate financings, bankruptcies and restructurings.

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



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.