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Regulation FD: A Refresher on the SEC Rules Governing Selective DisclosureIn mid-2000, the SEC adopted Regulation FD to protect investors by creating a level playing field for all investors for access to material, nonpublic information. The SEC’s primary concern was that selective disclosure, and the perception of selective disclosure to analysts and institutional investors, of material, nonpublic information, leads to a loss of investor confidence in the integrity and fairness of the securities markets. Read more. In Depth: Financial Regulators Issue Policies and Practices for DiversityBy: Nelson D. Cary and Jeffery E. Smith On June 9, 2015, the Federal Reserve, OCC and FDIC (as well as the SEC, CFPB and NCUA) issued a final interagency joint policy statement (JPS) establishing standards for assessing the diversity policies and practices of the entities they regulate. Read more. Change-in-Control Compensation AgreementsProtecting the Institution and Your Most Important Assets By: Jennifer B. Dunsizer and Jeffery E. Smith Imagine the following scenario: your bank has just announced an agreement to be acquired by a larger institution that is entering your market for the first time. Two months into the process your CEO, CFO and chief lender tell the board that they have decided to accept offers from local competitors because (a) they will make more money, (b) they have a built-in customer following and (c) despite good relations with the buyer they are uncertain as to their future and have families to consider. The board is then notified by the buyer that they (i) have discovered that they are unlikely to receive regulatory approval for the transaction and/or (ii) they have taken the position that the loss of the executives constitutes a “material adverse change” and they are electing to terminate the merger. Customers and other employees are already leaving, shareholders are upset and the regulators are extremely nervous. The bank is now “damaged goods” and you still have to run it. Read more. Be Prepared: Strategic Planning for M&A ActivitiesBy: Jeffrey E. Smith As the M&A environment heats up and industry chatter increases, banks and their boards need to be prepared to take advantage of strategic opportunities. Boards should consider and discuss their M&A strategy on an ongoing basis in light of changing circumstances, and the board’s consideration and any related preparation needs to take place before the situation arises. Ongoing advance preparation will enable the board to exercise appropriate control of the process so that the directors are able to exercise their obligation to act in the best interests of the institution and their constituencies without having to react with the proverbial “gun to the head.” Read more. About the Vorys Banking GroupWith 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. Based on a recent report from SNL Financial, Vorys ranks sixteenth nationally in the number of bank merger and acquisition transactions to date in 2015. 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. |
ContactsAaron S. Berke  Nelson D. Cary Jennifer Bibart Dunsizer Elizabeth Turrell Farrar Jason L. Hodges Michael D. Martz Kimberly J. Schaefer Jeffery E. Smith J. Bret Treier Anthony D. Weis Frank C. Zonars |
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. |