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Spring 2015

You Went Dark. Now What?

By Anthony D. Weis and Jason L. Hodges

During the past three years, a significant number of community banks and their holding companies (collectively, banks) throughout the United States elected to “go dark” by taking advantage of a provision in The Jumpstart Our Business Startups Act (JOBS Act). These banks were able to suspend their reporting obligations under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) and deregister with the Securities and Exchange Commission (SEC) because they had fewer than 1,200 shareholders of record.  Read more.

Enhanced Opportunities for Community Banks:

The Federal Reserve’s Proposal to Raise the Threshold for Qualifying as a “Small” Holding Company from $500 million to $1 billion in Consolidated Assets

By Jeffrey E. Smith

In December 2014, Congress modified portions of Dodd-Frank to provide additional opportunities to reduce the regulatory burden on community banks. In response to this legislation, on January 29, 2015 the Federal Reserve Board (FRB) requested comment on several related proposals (and an interim rule) focused primarily on increasing the number of holding companies eligible for the reduced reporting and other requirements under the “small” holding company exclusion. The proposal includes, importantly, a change which would result in additional opportunities for small bank holding companies (SBHCs) to raise debt levels consistent with the FRB’s Small Bank Holding Company Policy Statement by redefining the cap on qualifying as a “small bank holding company” from $500 million in consolidated assets to $1 billion on a pro forma basis.  Read more.

2015 Compensation Update

By Jennifer B. Dunsizer and Elizabeth B. Howard

As 2015 gets under way, bank compensation committees are tasked with setting the bank’s executive compensation strategy for the year and effectively communicating that compensation structure to shareholders. Compensation committees need to strike a balance between a compensation program that attracts and retains employees and encourages those employees to take appropriate business risks while advancing the bank’s growth strategies and discouraging inappropriate risks. In order to achieve that balance, the compensation committees must be aware of current banking compensation trends, develop a strategy to address these trends, and communicate their compensation strategy to regulators, their employees and shareholders.  Read more.

New Liquidity Opportunities — and New Burdens — for your Over-the-Counter Stock

By Cynthia A. Shafer

Maybe at one time your company was reporting to the Securities and Exchange Commission (SEC) and your company’s stock was listed on The NASDAQ Stock Market (NASDAQ).  You were relieved when the Jumpstart Our Business Startups Act allowed you to terminate your SEC registration, even though it meant that your stock could no longer be listed on NASDAQ.  The stock of a bank or thrift holding company remained, however, eligible for inclusion on the OTC Bulletin Board (OTCBB®).  While the OTCBB® did not provide the liquidity of NASDAQ, it required nothing of your company other than continuing to file the reports required by your banking regulators.  Odds are good that, in the last couple of years, your stock was moved from the OTCBB® to one of the OTC Markets Group Inc.® (OTC Markets) tiers, probably the OTCQB®.  Still, nothing was required of you other than continuing to file required reports with your banking regulators.  In fact, you may have been surprised to find that it was done without your knowledge.  Read more.

Investment in Historic Rehabilitation Tax Credits – Opportunities for Financial Institutions

By Kelly B. Bissinger

In the wake of the Third Circuit’s decision in Historic Boardwalk Hall, LLC v. Commissioner, 694 F.3d 425 (3d Cir. 2012), cert. denied, U.S., No. 12- 901, May 28, 2013 (the Historic Boardwalk), investment in the historic rehabilitation of buildings generating federal historic rehabilitation tax credits (Historic Tax Credits) was brought nearly to a complete halt. In light of Historic Boardwalk’s chilling effect on Historic Tax Credit investment, the Internal Revenue Service acted quickly to issue Revenue Procedure 2014-12 establishing a safe harbor intended to address the perceived abuses discussed in the Historic Boardwalk opinion and provide comfort to encourage investors to return to the Historic Tax Credit market. 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.



Jeffery E. Smith

Aaron S. Berke

Kelly B. Bissinger

Jennifer Bibart Dunsizer

Elizabeth Turrell Farrar

Jason L. Hodges

Elizabeth Howard

Michael D. Martz

Kimberly J. Schaefer

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.