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Fall 2018

Raising Capital or Issuing Debt for Community Institutions: Exemptions from SEC Registration

One of the very first considerations in deciding to issue new capital or debt involves whether the issuing institution desires to conduct a "public" offering, or a "private placement" which qualifies for an exemption from registration with the United States Securities and Exchange Commission (SEC). Both are considered "securities" for SEC purposes. Institutions desiring to issue capital or debt obligations face a somewhat confusing array of choices if they desire to avoid registration of the offering with the SEC. Having the offering qualify for an exemption from registration is important to many institutions, especially because registering the offering will result in the institution becoming a "public company" and subject to the ongoing reporting obligations and expenses that accompany "public company" status.  Read more.

Continued Uncertainty in Banking Marijuana Businesses in Ohio

With Ohio entering the medicinal marijuana age, bankers unfortunately continue to have no clear direction when it comes to banking marijuana-related businesses (MRBs).

Given the state of the law in Ohio, the likelihood of state-prosecuted criminal or bank regulatory concerns is slim, assuming institutions follow Ohio law. To be clear however, federal law still considers marijuana a Schedule 1 drug and it remains illegal, along with other Schedule 1 drugs such as LSD and heroin. Department of Justice (DOJ) Director Sessions reinforced a strong federal position against legalization of marijuana when he rescinded a memo from the Obama administration which had suggested that federal prosecutors not pursue cases against MRBs that comply with state law. Read more.

New Ohio Legislation Impacting Trusts and Estates Expected Before Year-End

The 132nd Ohio General Assembly’s lame-duck session will run the day after the November 6 general election through the end of 2018. This session is expected to be very active. It is anticipated that legislation passed during this 55-day period will account for about 40 percent of the legislation enacted by this General Assembly over its two year existence. Read more.

New Opportunities for Federal Thrifts

In a proposal reminiscent of the recent comprehensive changes to Ohio banking law that effectively eliminated legal differences between Ohio-chartered banks, savings banks, and savings and loans, the Office of the Comptroller of the Currency (OCC) on September 10, 2018, issued a proposal to enable federal savings associations (FSAs) with consolidated assets of $20B or less to, in effect, opt in to becoming full national banks with the same rights and privileges as national banks and subject to the same "…duties, restrictions, penalties, liabilities, conditions and limitations that apply to national banks." Read more.

What You Should Know About the Laws Surrounding Electronic Signatures

Gone are the days of going on vacation to get away. As technology continues to advance, society has not only become increasingly dependent on the ability to remotely handle routine tasks, but also on the capability to deal with more complicated tasks such as reviewing and signing involved legal documents. The world has definitely gotten smaller, with people expected to be connected and accessible at all times. Read more.

Sharing Resources

FFIEC Releases Interagency Statement Encouraging Combined Resources for Community Banks

In early 2015, the Office of the Comptroller of the Currency (OCC) took the regulatory lead in publishing a "whitepaper" discussing a number of areas where community banks might consider combining their efforts to share common expenses and resources between institutions in an effort to reduce overall operating expenses. 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., Pennsylvania, 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.

To learn more, visit vorysfinancialservices.com



David M. Aldous

Aaron S. Berke

Elizabeth Turrell Farrar

John F. Furniss III

Jason L. Hodges

Michael D. Martz

Kimberly J. Schaefer

Shane D. Sclichter

Jeffery E. Smith

J. Bret Treier

Mark E. Vannatta

Anthony D. Weis

Gregory J. Zelasko

Frank C. Zonars



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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.