Insights

Lenders in Ohio frequently incorporate cognovits, or confession of judgment provisions, into promissory notes, guaranties and other loan instruments. T

One of the “issues du jure” for the bank and thrift industry involves the benefit, or possibly lack thereof, of having a holding company.

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.

The financial services industry in this country is fortunate to have choices when it comes to the nature and oversight of bank and thrift charters.

Last month, the United States District Court for the Northern District of Illinois confronted a bank’s potential liability for false information obtained (and even allegedly encouraged) by bank employees in the processing of consumer loans.

Due to the evolving sophistication of criminals, security breaches continue to occur on a regular basis. When such breaches occur, the victims of breaches often look to the law to make them whole.

Bankers, and lenders in particular, have enjoyed relatively broad opportunities for mobility between institutions for decades.

Doctors, nurses, social workers, and first responders are the types of professionals thought of when it comes to reporting elder abuse.

Being an Ohio-chartered bank or trust company, or institution-affiliated party of same (IAP), becomes a bit more comfortable with the addition of the new “bona fide error” protections of Ohio Sub. H.B. 489, effective March 20, 2019.

Recent changes in stock prices, capital levels and loan demand for some institutions have created an increased interest in stock buybacks.

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

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.”

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.

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.”

For those who follow such things, the press release, consent cease and desist order and official letters of reprimand published by the Federal Reserve Board on February 2, 2018, with respect to Wells Fargo & Company (Wells) and named directors (combined, the Wells Order) were highly unusual, and raise issues that should cause all bank directors significant pause.

While once virtually “unthinkable,” banks are now targeted for acquisition by credit unions with more and more frequency.

Leveraged transactions, such as leveraged buyouts (LBO) and leveraged recapitalizations, carry the risk of being unwound in a later bankruptcy of the party that transferred assets (including granting liens) or incurred obligations in the transaction.

The Federal Trade Commission (FTC) has announced a settlement with PayPal, Inc., operating as Venmo, over alleged violations of the Federal Trade Act and the Gramm-Leach-Bliley Act (GLBA). 

While the prohibition on unfair or deceptive acts or practices in or affecting commerce (UDAPs) by financial institutions is not new, we have observed a noticeable uptick over the past few years in the number of alleged UDAPs cited by federal banking regulators in the course of examinations.

With the current uptick in M&A activity, it is timely to revisit the concept of “confidential supervisory information” (CSI) and its impact on M&A as well as other matters.